counsel definition

View the related checklists about counsel

Privilege in criminal investigations—checklist

Privilege in criminal investigations—checklist The following are only suggested guidelines, given that each criminal investigation will turn on its own facts. This Checklist should be read in conjunction with Practice Notes: Legal Professional Privilege in criminal proceedings and Maintaining privilege during criminal investigations. Confidentiality is key and must be maintained. If a document or communication was not confidential when it was first made, or if it loses its confidentiality, it will generally not attract Legal Professional Privilege (LPP). In order to assert privilege, careful consideration should be given to whether it is legal advice privilege or litigation privilege which is being asserted, and different considerations will apply to each. Steps to maintain legal professional privilege At the outset In the event that the client seeks advice before the criminal investigation commences: Legal advice privilege • consider whether legal advice privilege applies, ie: ◦ is the communication confidential? If yes ◦ is the communication sent by a lawyer to their client or vice versa? If yes ◦ is the communication made...

Seller's SPA drafting guide (unconditional completion)—checklist

Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...

View the related flowcharts about counsel

When does the Takeover Code apply?—flowchart

When does the Takeover Code apply?—flowchart This flowchart sets out the circumstances in which the City Code on Takeovers and Mergers (Code) will apply. The Code may apply to takeover bids, merger transactions and other transactions that have or may have, directly or indirectly, an effect on the ownership or control of a business. The Code limits its application in practice mostly to those transactions having as their objective or potential effect the obtaining or consolidation of voting control of a company subject to the Code and does not explicitly apply to offers for non-voting or non-equity share capital except where these are corollary to offers for voting shares. This flowchart sets out the companies which may be subject to the Code. Part 1 of our public company takeovers quiz includes case studies of circumstances in which the Code applies. The

View the related practice notes about counsel

Employment claims in Scottish civil courts

Employment claims in Scottish civil courts Scottish civil courts, like their counterparts in England and Wales, can and do decide certain employment disputes. However, there are very significant differences between the civil court systems in Scotland and in England and Wales which practitioners need to be aware of. This Practice Note provides an overview of: • the most common orders sought by employment lawyers in Scottish civil courts • the structure of the Scottish civil court system • the jurisdiction and key features of each relevant court • rights of audience • rules of procedure • important points about: ◦ breach of contract claims in Scotland ◦ injunctive (interlocutory) relief in Scotland ◦ dawn raids in Scotland ◦ industrial relations disputes in Scotland ◦ equality of terms claims in Scotland The purpose of this Practice Note is to provide an introduction to the key features of the Scottish civil court system for employment lawyers. It is not intended to and does not purport to be a comprehensive account of...

Bridge to bond facilities

Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...

View the related precedents about counsel

Ireland—Notice of assignment of contractual rights and form of acknowledgement for an assignment by way of security: single company assignor—bilateral—specific monies

Notice of assignment of contractual rights from an assignor incorporated as a limited company in Ireland with a form of acknowledgement from the contract counterparty This is a Precedent Notice of Assignment which can be used to give notice of an assignment of contractual rights by way of security from an assignor to its contract counterparty. This drafting note explains the context in which this Precedent Notice of Assignment might be used as well as the features of this Precedent Notice of Assignment and the assumptions on which it is based. For information on taking security over contractual rights, see Practice Note: Ireland—Assignments by way of security. Parties to this Precedent Notice of Assignment This Precedent Notice of Assignment is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). It has been drafted as being: • from a single security provider (defined as the ‘Assignor’) • to its contract counterparty and refers to...

Upjohn warning (US)

Upjohn warning (US) I am a lawyer for [insert organisation name]. I represent only [insert organisation name], and I do not represent you personally. I am conducting this interview to gather facts in order to provide legal advice to [insert organisation name]. This interview is part of an investigation to determine the facts and circumstances of [insert investigation subject] in order to advise [insert organisation name] how best to proceed. Your communications with me are protected by the attorney-client privilege. But the attorney-client privilege belongs solely to [insert organisation name], not you. That means [insert organisation name] alone may

View the related q&as about counsel

How can I ensure security and guarantees remain effective on a refinancing?

How can I ensure security and guarantees remain effective on a refinancing? Why would my client want to leave existing security and guarantees in place? On a refinancing, all indebtedness of a borrower being refinanced (Refinanced Indebtedness) is repaid, unutilised commitments cancelled, and all related credit support (guarantees and security) in respect of the Refinanced Indebtedness falls away by operation of law, or (more often in practice) is otherwise released. This enables the borrower and credit support providers to grant fresh credit support to the incoming lender or lenders, or its or their agent or trustee. However, a borrower would often prefer to be able to leave in place the existing credit support arrangements, in order to save the time and expense of creating and perfecting new credit support arrangements. Incoming lenders also benefit from such an approach, as they may be able to take advantage of ‘hardened’ arrangements which were put in place prior to the commencement of the suspect period. For more information on hardening periods and claw-back...

When calculating future loss of earnings, what happens if a self-employed person sells their business as they can no longer work? Does the lump sum received have to be set off against their claim (eg for loss of profits)?

When calculating future loss of earnings, what happens if a self-employed person sells their business as they can no longer work? Does the lump sum received have to be set off against their claim (eg for loss of profits)? Future loss of earnings for self-employed persons When the medical evidence demonstrates that the claimant is unlikely to work again, the court's task relates to assessing the claimant's likely earnings for the period of loss and applying the appropriate multiplier to that loss. The issues are questions of fact. What would the claimant have earned? How long would the claimant have worked? For further information, see Munkman on Damages for Personal Injuries and Death: Restriction on future earning capacity [11.19]. If the claimant carries on business through the medium of a limited company it is still possible for him to recover any loss of profits of the company even though, technically, the loss is the company's and not his own. For further information on loss of earnings...

View the related News about counsel

Irish court says US Co’s Irish units not owed treaty benefits

Law360, London: Three Irish subsidiaries cannot benefit from the US-Ireland tax treaty's provision of equally favorable treatment between US and Irish residents because their ultimate parent entity, a Delaware financial firm, is disregarded for US tax purposes, Ireland's Court of Appeal said in a judgment.

Copy-and-paste arbitral award in Arbitration? Breach of natural justice in DOI v DOJ & Others and another matter

Arbitration analysis: The case concerned an application to set aside an arbitral award (‘Award’) rendered by the majority of a three-member tribunal (‘Majority’) in a Singapore-seated arbitration administered by the International Chamber of Commerce (ICC). In a departure from the usual judicial reluctance to interfere with arbitral awards, the Singapore International Commercial Court (‘SICC’) set aside the Award for breach of natural justice, holding that the Majority had breached (a) the rule against bias in the form of prejudgment, and (b) the fair hearing rule. The claimant’s principal complaint was that the Majority had prejudged the dispute by cutting and pasting its reasoning and conclusions on all issues in the Award from awards issued in prior related arbitrations, rather than approaching the dispute with an impartial and independent mind. This analysis examines how the circumstances in this case satisfied the high threshold required to set aside an award for breach of natural justice. Written by Swee Yen Koh, S.C, head of International Arbitration, partner, Laura Chang, partner, and Alessa Pang,...