Letters of engagement—corporate transactions
Letters of engagement—corporate transactions

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Letters of engagement—corporate transactions
  • Form of the letter of engagement
  • Content of the letter of engagement
  • Defining the transaction
  • Role and scope
  • Fees, commissions and expenses
  • Term and termination
  • Liability
  • Specific advisers: limiting liability
  • Indemnity clause

When acting on a corporate transaction (transaction) a professional adviser, eg financial adviser, solicitor, accountant etc, will enter into a letter of engagement with the party carrying out the transaction (client), setting out the agreed terms of the engagement. The letter of engagement will usually be entered into at the beginning of or during the initial stages of the transaction.

Form of the letter of engagement

Many professional advisers have a standard form letter of engagement usually made up of:

  1. the main body of the letter setting out, amongst other matters, the role of the adviser, the scope of such role, the fees and commissions to be paid to the adviser by the client, how expenses will be dealt with, the adviser's liability to the client and how that liability is limited, and

  2. an appendix to the letter attaching the adviser's standard terms and conditions of business, which will be incorporated into the letter of engagement by the inclusion of a clause in the main body of the letter

Depending on how the letter of engagement is drafted certain information, eg the scope of the role of the adviser, the fee etc, may be included in schedules to the letter rather than in the main body, which will also be incorporated into the letter of engagement by the inclusion of a clause in the main body of

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