This Practice Note is a ‘how to’ guide on reviewing an exclusion and limitation of liability clause in commercial business-to-business (B2B) agreements which signposts relevant content. It includes links to potentially relevant issues, including what is an exclusion and limitation of liability clause, preliminary considerations, key elements of the clause (including parties, scope, financial caps, excluded losses, unlimited liability, indemnities, liquidated damages, exclusion of warranties, terms, and conditions, time bars), other clauses to consider, pro-party considerations and practical considerations. Exclusion and limitation of liability clauses offer the commercial lawyer an opportunity to manage their client’s risk under the contract. Such clauses are heavily negotiated in most contracts and in the spotlight if things go wrong. The legislation which regulates clauses of this type is complex and the law impacting their interpretation is nuanced. An in-depth understanding of the background law is essential when negotiating exclusion and limitation of liability clauses. Clear and precise drafting is also key to a strong exclusion and limitation of liability clause. This ‘How to Guide’ is a

This Practice Note is a ‘how to’ guide on reviewing an indemnity clause in commercial business-to-business (B2B) agreements which signposts relevant content. It considers pro-party positions and includes links to potentially relevant issues, including what is an indemnity clause, preliminary considerations, key elements of the clause (including parties, scope and language, definition of ‘losses’, conduct of claims, duty to mitigate), other clauses to consider (including exclusion and limitation of liability and boilerplate) and practical considerations. Indemnities are an important tool for managing risk in commercial contracts. They are often fiercely negotiated and are frequently the subject of judicial scrutiny. An indemnity clause should not be considered in isolation. It should be viewed as part of a suite of potential remedies, with a clear understanding of the distinctions between them and how they may interact.  This ‘How to Guide’ is a very high-level introduction to the review of indemnity clauses and may be suitable for trainee solicitors or junior lawyers or helpful for more experienced lawyers as an aide memoire when checking clauses. It focuses on the use

On 22 September 2022, the government published The Economic Crime and Corporate Transparency Bill (the Bill). On 26 October 2023 the Bill received Royal Assent, becoming the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). Among numerous other changes relating to a company’s filing obligations with Companies House, ECCTA 2023 contains provisions reforming a number of aspects of the regime relating to a limited partnership (LP) established in England. For more details generally of such changes, see Practice Note: Corporate transparency reform—changes to the limited partnerships regime. The changes to be made by ECCTA 2023 include, among other matters, provisions setting out a procedure to revive an LP that has been previously dissolved, without the need to go to court. To achieve this, ECCTA 2023, s 141 will insert new sections 20–22 into the Limited Partnerships Act 1907 (LPA 1907). This Practice Note provides a summary of the procedure set out in these provisions. It should be noted that while ECCTA 2023 is now in place, certain of its provisions, including

On 22 September 2022, the government published The Economic Crime and Corporate Transparency Bill (the Bill). On 26 October 2023 the Bill received Royal Assent, becoming the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). Among numerous other changes relating to a company’s filing obligations with Companies House, ECCTA 2023 contains provisions reforming a number of aspects of the regime relating to a limited partnership (LP) established in England. For more details generally of such changes, see Practice Note: Corporate transparency reform—changes to the limited partnerships regime. The changes to be made by ECCTA 2023 include, among other matters, provisions setting out a procedure to apply to the court to revive an LP that has been previously dissolved. To achieve this, ECCTA 2023, s 141 will insert new sections 23–25 into the Limited Partnerships Act 1907 (LPA 1907). This Practice Note provides a summary of the procedure set out in these provisions. It should be noted that while ECCTA 2023 is now in place, certain of its provisions, including those relating to the

This Practice Note is a ‘how to’ guide on running a compliant B2C direct digital marketing campaign which signposts relevant content. It includes a summary of what digital marketing is, the laws applicable to a direct marketing campaign run entirely by digital means, and what issues and processes advertisers, publishers and traders should consider before sending marketing communications directly to consumers through digital means. Regulation 2 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR 2003), SI 2003/2426 defines ‘direct marketing’ as ‘the communication (by whatever means) of advertising or marketing material which is directed to particular individuals’. This Practice Note does not go into detail on the overarching principles of direct marketing and instead focuses on those issues unique to the digital marketing landscape. For further guidance on the fundamentals of direct marketing, and how to run a print or telephone marketing campaign, see Practice Note: How to run a compliant direct marketing campaign—telephone and print. For further detailed guidance on direct marketing, see Practice Note: Direct marketing. What

This Practice Note is a ‘how to’ guide on running a compliant B2C telephone and print direct marketing campaign which signposts relevant content. It provides a summary of the principles and laws applicable to direct marketing, and how they may apply to a print or telephone marketing campaign. This Practice Note provides practical guidance on the issues and processes you should consider before sending out marketing communications or making marketing calls to consumers. Due to the various channels available for a direct marketing campaign, any number of different legal issues could arise depending on the nature of the campaign, the content, the precise media selected and the territories targeted. This Practice Note does not address digital methods of direct marketing, such as social media advertising, mobile and virtual advertising. For a ‘how to’ guide on running a compliant direct marketing campaign within a digital environment, see Practice Note: How to run a compliant direct marketing campaign—digital. What is direct marketing? ‘Direct marketing’ is defined as the communication (by whatever means) of advertising

It is very common for a private limited company to operate with only one director. Sometimes, that director is also the only shareholder in the company. This Practice Note is a short guide that sets out the key considerations and challenges for a private company with a single director. Appointment As required by section 154 of the Companies Act 2006 (CA 2006), a private company must, at all times, have at least one director. CA 2006, s 155 further requires that every company has at least one director who is a natural person (rather than a corporate entity). If a private limited company has just one director who wants to leave office, a new director of the company must be appointed before that sole director can terminate their appointment. The first director of a company is appointed by giving the proposed director’s details in the application to register a new company with Companies House (using Form IN01). After incorporation, a company’s articles of association govern the way in which further directors

Prize promotions are run for various reasons such as generating brand awareness, to publicise new products or to gain new subscribers/customers. As prize promotions are generally directed at consumers, there are a number of rules and requirements that have been put in place that promoters must adhere to. Should a promoter fail to do so, they risk breaking the law and will be liable to face penalties. This Practice Note provides a ‘how to’ guide on running a prize promotion and gives an overview of the various rules promoters must adhere to when planning and carrying out their promotion as well as the legal issues and considerations they may need to take into account. For more detailed guidance, see Practice Note: Prize promotions. For example forms of terms and conditions for prize promotions, see Precedents: • Prize promotion terms and conditions—short form • Prize promotion terms and conditions—long form • Prize promotions terms and conditions—holiday prize clause • Prize promotion terms and conditions—copyright ownership clause See also: Prize promotions—checklist which may

Restructuring & Insolvency analysis: Discussing the judgment in Ralls Builders Ltd (No 2), Christopher Boardman, a barrister at Radcliffe Chambers, says the case is an illuminating example of the problems and difficult decisions directors of insolvent companies face when considering how to properly conduct themselves and avoid potential liabilities.

This Practice Note explains how to run an IP dispute. It considers common types of IP dispute, including those relating to infringement of patents, trade marks, copyright and designs and related causes of action such as passing off, database right infringement and/or breach of confidence, as well as associated counterclaims for invalidity, revocation or unjustified threats. It explains the practical and strategic issues to be taken into account when planning a claim, corresponding with the alleged infringer and deciding to litigate. It explains the role of statements of case, disclosure and evidence in IP proceedings and the ongoing role of case management. It also considers preparation for and running the trial. It summarises the key provisions of the Civil Procedure Rules 1998 (CPR), SI 1998/3132, and the court guides that should be consulted by practitioners when running an IP dispute. What is an IP dispute? IP disputes usually arise in circumstances where a right holder claims that someone has infringed one or more of their IP rights. The key IP rights are patents, trade marks,

This Checklist sets out how to run an IP dispute. It covers: planning a dispute, correspondence, deciding to litigate, statements of case, case management, disclosure, evidence, preparing for and running the trial and appeals. It is intended to be used alongside Practice Note: How to run an IP dispute. The third column can be used to record observations or comments as the Checklist is worked through. Planning a dispute Checklist Further information Notes (if any) ☐ Who is the claimant? Typically, the claimant will be the registered proprietor of the relevant IP registration (or the holder of any unregistered rights). If proceedings are brought by a licensee, it will be necessary to join the proprietor to the proceedings. ☐ Are any assignments or other transfers required before proceedings are commenced? If ownership of the relevant IP right is not vested in the intended claimant, consider whether assignments should be completed before proceedings are commenced. ☐ Are the legal advisers free to act? Consider whether there are any conflicts of interest which would prevent the legal

This How-to guide provides guidance on how and when to screen employees under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, SI 2017/692 (MLR 2017). It explains the MLR 2017 requirements, which employees should be screened, what screening should involve, and how to manage screening in practice. What are the requirements of the MLR 2017 in relation to employee screening? If the MLR 2017 apply to your organisation, where appropriate having regard to the size and nature of your business you must carry out screening of relevant employees, both before you appoint the person and during the course of their employment. See Practice Note: Money Laundering Regulations 2017—scope and application, or for law firms, Money Laundering Regulations 2017—scope and application—law firms, for guidance on determining whether the MLR 2017 apply to your business. This requirement does not apply to individuals who do not employ or act in association with any other person. What is ‘screening’ under the MLR 2017? Screening involves assessing: