This Practice Note has been written by Anne Redston, Barrister. It is her personal view; she is not authorised to speak for the Tribunals Service or the judiciary. Confidentiality and privacy in tax cases has always been important, as people seek to shelter their financial affairs from public scrutiny. This Practice Note discusses: • whether hearings can be held in private • whether the final decision can be anonymised • whether documents or information related to the hearing can be anonymised, and • the position where HMRC makes a ‘without notice’ application It considers the position at the First-tier Tax Tribunal (FTT) and the Upper Tribunal (UT). This Practice Note is only a summary and does not cover all situations. You may need to take further advice in relation to your client’s position. This Practice Note does not cover appeals or reviews relating to decisions made by Revenue Scotland in relation to any of the Scottish devolved taxes in respect of which the First-tier Tribunal for Scotland (Tax Chamber) has jurisdiction. For more

[TO BE TYPED ON OFFEROR LETTERHEAD] Strictly private and confidential The Directors [Insert offeree name] plc [Insert offeree address] Date: [insert date] Dear Directors Confidential supply of information 1 Introduction 1.1 We (the Recipient or we) have expressed an interest in receiving certain information relating to [[the company code-named ] OR [insert offeree name]] plc (the Company or you).[ We confirm that we are aware of the identity of the Company and that the use of a code-name in this letter shall not affect its enforceability.] Other defined words and expressions used in this letter are set out in paragraph 2 below. 1.2 This letter, which shall be effective from the date signed by us and the Company, sets out the terms on which the Company is prepared to disclose to us Confidential Information for the purpose of evaluating a possible recommended offer by us for the entire issued and to be issued share capital of the Company (the Proposal). 1.3 We acknowledge that the Company shall be entitled at any time to decline to provide any Confidential Information to the Recipient and may

Building contract 1 Save as may be necessary in the performance of his duties under this Agreement, the Contractor shall not without the prior written consent of the Employer disclose to any person or otherwise use

The Seller and the Buyer agree that: • except where such disclosure is required in order to comply with the requirements of any statutory or other competent authority [or for the purpose of any subsequent dealing with or financing of the Property or notification

IP analysis: English courts considering various types of cases, ranging from IP (in this case about whether licences are comparable on fair, reasonable and non-discriminatory (FRAND) terms) to competition cartels, have to assess whether documents should be disclosed broadly, or more restrictively. Certainly in patent infringement actions, the disclosure of a process might be regarded as comprising elements of a ‘trade secret’ nature, warranting the restriction of disclosure to independent advisers (the ‘external eyes only’ club) or to a club which includes named individuals within the other side’s client, provided certain conditions are met. In cases such as this, the first instance judge is obliged to consider which option to follow. The present decision sets out clear criteria for the judges to follow to help achieve the balance of a party knowing the case and evidence against them, while preserving confidentiality where it is warranted. Written by Paul A Harris, senior partner (IP litigation) at Venner Shipley LLP.

Arbitration is often assumed to be confidential because of the private nature of the proceedings. Indeed, users of arbitration often cite ‘confidentiality’ as an important advantage over court litigation. However, there is a significant distinction between privacy, which relates to the closed nature of the hearing, and confidentiality, which may or may not attach to any information, materials and documents disclosed between the parties, including the award. Confidentiality in this context refers to the obligation on the parties not to disclose information concerning the arbitration to third parties. National legal systems take conflicting approaches as to whether arbitration is presumptively confidential as well as to the scope of any implied confidentiality obligations. The extent to which arbitration is confidential will depend on the agreement between the parties, the applicable law and the arbitral institution or ad hoc procedural rules chosen by the parties. Maintaining the confidentiality of arbitral proceedings and associated documents is often important to parties engaging in arbitration as means of dispute resolution. In the absence of express agreement, confidentiality in arbitration is determined by

[insert address of sender] Our ref: [insert reference] Your ref: [insert reference] [insert address of recipient] Date: [insert date] Dear [insert organisation name], 1 We refer to recent discussions in relation to the evaluation and review by you of our [patent application, (attached as Schedule 1 to this letter) and related information AND/OR know-how, (as set out in Schedule 2 to this letter)] (Confidential Information) for the purpose of [insert purpose of discussions] (Purpose). In consideration of us disclosing the Confidential Information to you and your directors, employees and professional advisers (Authorised Persons)[ and the payment by us of the sum of £1, receipt of which you acknowledge,] you (on your behalf and that of your Authorised Persons) agree to the terms set out in this letter. 2 You agree that you will, and will ensure that your Authorised Persons will: 2.1 keep the Confidential Information secret and confidential; 2.2 not use any Confidential Information in any way except to the extent reasonably necessary to further the Purpose[ and for the avoidance of doubt, the use or disclosure of the Confidential Information as input training data and/or as prompts in any generative

[insert address of sender] Our ref: [insert reference] Your ref: [insert reference] [Insert address of recipient] Date: [insert date] Dear [insert organisation name], [insert purpose or project] (the Purpose) 1 We refer to the Purpose. Either party may disclose Confidential Information to the other party for it to be used strictly for the Purpose in accordance with the terms set out in this letter (the Agreement). 2 For the purposes of this Agreement: 2.1 [ Authorised Persons means, in relation to a Recipient, any of the officers, directors, members, partners, employees, consultants, agents, representatives or professional advisers of that Recipient and any other persons whom a Discloser has previously designated in writing as authorised;] 2.2 Confidential Information means all information of a confidential nature (in whatever form) which is disclosed directly or indirectly by a Discloser to a Recipient[, or to a Recipient’s Authorised Persons] including: 2.2.1 any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; 2.2.2 all information produced, developed or derived from information disclosed pursuant to this Agreement; 2.2.3 all information agreed to be, or marked as, confidential; 2.2.4 any information a Recipient knows,[ or its Authorised Persons know,] or could reasonably be expected

Strictly private and confidential To: [insert investor name] [insert investor address] Date: [insert date] Dear [insert investor contact name], Proposed investment in [insert investee company name] Limited 1 Introduction 1.1 We refer to our recent discussions concerning the proposed investment (the Proposed Investment) by [insert investor name] (Investor) in the share capital[ and loan notes] of [insert investee company name] Limited (the Company) (the Investor Equity). Each of the Investor and the Company is a party and together they are the parties. 1.2 You have requested certain Confidential Information[ and Personal Data] ([each as ]defined below) be made available to you, your directors, officers, employees, agents and [legal and financial advisers OR professional advisers OR advisers] in order to enable both you and them to evaluate the Company[, and its subsidiaries (the Group),] and to consider and negotiate the terms of the Proposed Investment. In consideration for the Company agreeing to supply, and supplying, the Confidential Information to you and your representatives[ and the payment to the Company of the sum of £1, receipt of which the Company hereby acknowledges], you (for yourself and on behalf of your representatives)

[insert address of sender] Our ref: [insert reference] Your ref: [insert reference] [insert address of recipient] Date: [insert date] Dear [insert organisation name], [insert purpose or project] (the Purpose) 1 We refer to the Purpose. We may disclose Confidential Information to you for it to be used strictly for the Purpose in accordance with the terms set out in this letter (the Agreement). 2 For the purposes of this Agreement: 2.1 [ Authorised Persons means your officers, directors, members, partners, employees, consultants, agents, representatives or professional advisers and any other persons whom we have previously designated in writing as authorised;] 2.2 Confidential Information means all information of a confidential nature (in whatever form) which is disclosed by us either directly or indirectly to you[ or to your Authorised Persons] including: 2.2.1 any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; 2.2.2 all information produced, developed or derived from information disclosed pursuant to this Agreement; 2.2.3 all information agreed to be, or marked as, confidential; 2.2.4 any information you know[, or your Authorised Persons know,] or could reasonably be expected to know, is confidential; 2.2.5 [the terms and existence of this Agreement.] 2.3 Confidential Information does not include any

[insert address of sender] Our ref: [insert reference] Your ref: [insert reference] [insert address of discloser] Date: [insert date] Dear [insert organisation name], [insert purpose or project] (the Purpose) 1 We refer to the Purpose. You shall disclose Confidential Information to us[ for it to be used for the Purpose] in accordance with the terms set out in this letter (the Agreement). 2 For the purposes of this Agreement: 2.1 [ Authorised Persons means any of our officers, directors, members, partners, employees, consultants, agents, representatives, subcontractors or professional advisers, and any other person whom you have previously designated in writing as authorised;] 2.2 Confidential Information means the information listed in the Appendix to this Agreement excluding any information which: 2.2.1 is, or was already known or available to us, other than pursuant to or through breach of any confidentiality obligation owed to you; 2.2.2 is, or will be, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain); 2.2.3 is disclosed to us without any obligation of confidence

Strictly private and confidential To: [insert buyer name] [insert buyer address] Date: [insert date] Dear [insert buyer contact name], Proposed acquisition of the business of [insert name of business being acquired] 1 Introduction 1.1 We refer to the recent discussions concerning the proposed sale by [insert seller name] (the Seller) of [insert description of the business being sold] (the Business) operating under the name [insert name of business being sold] (the Business Name), as a going concern, together with [insert description of the assets being sold] (the Assets) to [insert buyer name] (or a member of its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are the parties. 1.2 You have requested certain Confidential Information[ (and Personal Data)] ([each as ]defined below) be made available to you, your directors, officers, employees, agents and [legal and financial advisers OR professional advisers OR advisers] in order to enable both you and them to evaluate the Business and the Assets and to consider and negotiate the terms of the Proposed Acquisition. In consideration