[Law firm’s letterhead] [Addressed to client] Acquisition by [name of buyer] (the Buyer) of [name of target company] (the Company) from [name of seller] (the Seller)—tax[ deed of]  covenant and tax warranties I [attach OR enclose] for your review a first draft of the tax covenant and the tax warranties. It is standard in an acquisition of a private limited company for protection to be provided to buyers both under a tax covenant and tax warranties. Below is a brief explanation of: • the purpose of the tax covenant and the tax warranties • specific procedural matters covered by the tax covenant, and • a list of specific questions on which I would be grateful for your instructions 1 The tax covenant The tax covenant allocates responsibility between the Seller and the Buyer for tax liabilities arising in the Company or members of its group (together referred to as the Target Group). As is market practice where a target company or target group is valued on the basis of [accounts drawn up as at completion (Completion Accounts) OR the last audited

Money which is held or received for a client or as a trustee.

Application and purpose of the client money distribution and transfer rules The client money distribution rules were significantly amended on 1 January 2013 in order to comply with articles 39 and 48 of the EU European Market Infrastructure Regulation (Regulation (EU) No 648/2012, OJ L 201, 27.7.2012) (EU EMIR). As a result of the UK’s decision to leave the EU, the UK kept this piece of legislation as the retained European Market Infrastructure Regulation (UK EMIR) (see Client money distribution and transfer—Impact of Brexit on CASS and the FCA’s powers and requirements below). Further amendments were made in July 2013 by policy statement PS14/9: Review of the client assets regime for investment business as a result of consequential changes to the client money distribution rules made as a result of the large number of proposed amendments to the client money rules made in PS 14/9. Further significant amendments were made in July 2017 by policy statement PS17/18: CASS 7A and the special administration regime review. For more information about these changes, see Changes to speed up the

Restructuring & Insolvency analysis: The High Court approved a distribution scheme for a client money pool under CASS 5 in the administration of an FCA-regulated broker, clarifying the scope of paragraph 63 directions. It held that the jurisdiction assists administrators to achieve a fair and practical outcome within statutory limits, without supplanting commercial judgment, and identified four constraints on its use. Faced with deficient records, the court endorsed a rebuttable presumption that funds were held for non-insurer clients where risk transfer was uncertain, enabling efficient distribution. The decision provides important guidance on reconstructing entitlements, using presumptions, and recovering administrators’ costs from the pool. Produced in partnership with Ololade Sorami, barrister of Five Paper Chambers.

The background of the FCA’s client money requirements in relation to claims management activities On the 1st April 2019, the FCA became the regulator of claims management companies (CMCs). CMCs undertaking regulated claims management activities now need to be authorised by the Financial Conduct Authority (FCA). As part of its regulation of CMCs, the FCA sets out rules for CMCs that receive or hold client money on behalf of their customers when providing claims management services continue in chapter 13 of the FCA’s Client Assets Sourcebook (CASS 13). For more information about FCA regulation of CMC more generally, see Practice Note: FCA regulation of claims management companies—essentials. Prior to being authorised by the FCA, CMCs that held client money were subject to the Ministry of Justice’s Client Account Rules 2006. The CASS 13 rules cover the same areas; although is more prescriptive. There are also other requirements, including the appointment of a CASS senior manager. The scope of CASS 13 CASS 13 applies to regulated CMCs

Introduction The draft Finance Bill 2025–26 changes to the taxation of pension assets on death from 6 April 2027. Unused pension funds and discretionary lump sum death benefits will be treated as part of the deceased’s estate for inheritance tax (IHT) purposes. Transfers to spouses, civil partners, or charities remain exempt, but transfers to other beneficiaries (eg children) may be taxed at 40%. If the deceased was over 75, withdrawals may also be subject to income tax, creating a potential double tax burden of up to 67%. Key Changes • unused pension funds and discretionary death benefits will be subject to IHT • personal representatives will be responsible for

You should have a process for ensuring property belonging to the client is: —returned to the client and the client acknowledges receipt (see Precedent: Receipt of documents—client acknowledgment), or —placed

Your opinions are very important to us. They help us continually improve the service we provide and recognise when our people have done well. We would be grateful if you could complete this form and return it to us [insert means of returning completed survey, eg in the enclosed envelope]. 1 How would you rate our service? How would you rate how easy it was to access our services? ☐ Very good☐ Good☐ Average☐ Poor☐ Very poor If you visited our offices, how would you rate the way you were greeted by us? ☐ Very good☐ Good☐ Average☐ Poor☐ Very poor☐ Not applicable How would you rate the approachability and friendliness

1 General information Date of review [Insert date] Person(s) conducting review [Insert name(s)] Scope of review ☐ Firm-wide☐ Departmental [insert details of department]☐ Fee earner [insert details of fee earner] Number of client surveys reviewed [Insert number] Date range of surveys reviewed [Insert date range] 2 Data 2.1 How clients have rated our service Survey question Number of responses How would you rate how easy it was to access our services? [Insert number]—Very good[Insert number]—Good[Insert number]—Average[Insert number]—Poor[Insert number]—Very poor[Insert number]—No answer given If you visited our offices, how would you rate the way you were greeted by us? [Insert number]—Very good[Insert number]—Good[Insert number]—Average[Insert number]—Poor[Insert number]—Very poor[Insert number]—No answer given[Insert number]—Not applicable How

Client inception Preliminary details Requirement Compulsory or recommended? Comments (if any) ☐ Establish a system to obtain and record sufficient client details. Recommended See Precedents: Client and matter inception procedure and New client form. (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Consider issuing guidelines for staff to follow to avoid any discrepancies in recording client information. Recommended See Precedents: Client and matter inception procedure and New client form. (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Establish a system for identifying clients (regardless of whether the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, SI 2017/692 (MLR 2017) apply). Compulsory See Precedents: Client and matter inception procedure and New client form.SRA Code for Solicitors 2019, para 8.1SRA Code for Firms 2019, para 7.1 (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Where a person purports to act on behalf of an individual client, establish a system to:—confirm that the person is authorised

ClientEarth announced on 6 March 2025 that it has reached an out-of-court settlement with Danone regarding the company's plastic use obligations under French duty of vigilance law. The agreement follows legal proceedings initiated in January 2023 and requires Danone to update its vigilance plan with enhanced risk assessments, implement new plastic reduction measures, publish its plastic footprint, and participate in annual monitoring meetings from 2025 to 2027. The case marks a significant development in the application of France's corporate duty of vigilance legislation to environmental risks.

Environmental law charity ClientEarth has filed a regulatory complaint with the French finance regulator (AMF) against asset management company BlackRock for 'greenwashing'. ClientEarth challenged BlackRock's labelling of 18 actively managed retail investment funds as 'sustainable' despite their significant investments in fossil fuel companies. These funds collectively hold over US$1bn fossil fuel investments, with exposures ranging from 1% to 27% of their assets under management. In what could serve as a test case in investment marketing over the meaning of the term 'sustainable', ClientEarth argues that these funds cannot be considered sustainable while investing in companies expanding fossil fuel capacity or failing to comply with the 2015 Paris Agreement temperature goals. The complaint calls for the AMF to take enforcement action to ensure transparency and investor protection, and for BlackRock to either divest from these fossil fuel investments or stop marketing the funds as 'sustainable' across European and UK markets. ClientEarth also intends to notify the European Securities and Markets Authority.