A preliminary agreement is an agreement that is signed in the early stages of a transaction. Examples are heads of terms, lock-out agreements and confidentiality agreements.

The Solicitors Regulation Authority The Solicitors Regulation Authority (SRA) Code of Conduct for Solicitors, RELs and RFLs (the Code) was updated as part of the SRA Standards and Regulations, which replaced the former SRA Handbook. The SRA Code of Conduct for Firms was updated at the same time. The SRA Handbook applied from October 2011 to November 2019. The SRA Standards and Regulations set out the standards and requirements expected by the regulated community, for the benefit of the clients they serve and in the public interest. There are seven mandatory Principles which define the fundamental ethical and professional standards expected of all firms. They are to act: • in a way that upholds the constitutional principle of the rule of law, and the proper administration of justice • in a way that upholds public trust and confidence in the solicitors' profession and in legal services provided by authorised persons • with independence • with honesty • with integrity • in a way that encourages equality, diversity and inclusion, and • in the best interests of each

This is a Checklist for the offeror and its advisers of the preliminary steps and points to be considered in the run up to the announcement of an offer and the publication of the offer/scheme document. It covers preparatory steps, bid planning, due diligence, announcements and other related matters. This is not an exhaustive Checklist of all matters that may arise, which will depend on the exact particulars of the transaction. References to Rules are to the rules of the City Code on Takeovers and Mergers (Code). Preparatory steps Appoint key advisers (financial adviser, legal adviser, brokers, public relations consultants, etc) Prior to a bid—the offeror First offeror board meeting Appoint competent offer committee with relevant delegated powers of the board Establish that there are no regulatory or commercial conflicts of interest Ensure all concert parties (and affiliated persons) are identified Acting in concert Ensure all parties understand the rules as to secrecy:'Financial advisers must at the very beginning of discussions warn clients of the importance of secrecy and security. Attention should be drawn to the

Tax analysis: In Tinkler v HMRC, the First-tier Tax Tribunal (FTT) in a preliminary decision considered the taxpayer’s application for it to decide that HMRC was prevented by the scope of its closure notices from raising two alternative arguments in the appeal. The FTT decided in favour of HMRC in relation to both arguments.

Re: [description] (the Property) Seller: [name of Seller] Buyer: [name of Buyer] 1 Extent of the Property 1.1 Boundaries 1.1.1 Please provide a plan of the Property showing the ownership of all boundaries to it. Where ownership of a boundary is not clearly evidenced in the title, please state who has maintained the boundary in the past and give details of any contributions made towards its maintenance. 1.1.2 Please confirm that there are no discrepancies in the title deeds relating to the boundaries of the Property and that the physical boundaries of the Property correspond exactly to those shown in the title deeds. If there are any discrepancies, please give full details. 1.1.3 Has there been any re-alignment of any of the boundaries by the Seller or any earlier owner? 1.1.4 Is there any outstanding or prospective liability in respect of maintenance of the boundaries? 1.1.5 If any part of the Property bounds a river, ditch or other watercourse, is the boundary of the Property on the near bank, the far bank or along the middle of the bed?

Re: [description] (the Property) Seller: [name of Seller] Buyer: [name of Buyer] 1 Extent of the Property 1.1 To whom do the boundary walls and fences, hedges and ditches belong? Where the ownership of a boundary is not certain, please state who has maintained it in the past. 1.2 Please give details of any disputes regarding the boundaries or their maintenance of which the Seller is aware (whether past, present or potential and whether resolved or not). 1.3 Where a river or other watercourse or ditch borders the Property, is the boundary of the Property on the near bank, the far bank or along the middle of the bed? 2 Access 2.1 Is there direct access from the Property to a public highway without any intervening verges? 2.2 Is there a right of access over any private road or path? If so, please supply details. 2.3 Has the Seller experienced any difficulty in the exercise of any right of access? Have there been any disputes in connection with the exercise of any right over, or the maintenance of, any access road or paths or

The preliminary examination occurs to check that the application for a patent is in order for publication.

The Employment Tribunal Procedure Rules 2024 (ET Rules 2024), SI 2024/1155 classify all hearings as either: • a preliminary hearing (the subject of this practice note) • a final hearing (see Practice Notes: Preparation for employment tribunal final hearing and Procedure at employment tribunal final hearing) The scope of what these two types of hearing may cover is different, as are the ET Rules 2024 which govern their procedure. These aspects are discussed in this Practice Note and (as regards final hearings) in the two Pactice Notes mentioned above. Some rules are common to both preliminary and final hearings, and some other procedural issues also arise in both. See Practice Note: Conduct of employment tribunal hearings—general for coverage of these aspects of tribunal procedure. There may be more than one preliminary hearing in any case. A tribunal conducting a preliminary hearing may order that it be treated as a final hearing, if: • the tribunal is properly constituted for the purpose (see Practice Note: Procedure at employment tribunal final hearing—Composition of employment tribunal for

A confidential document completed by each of the parties prior to the mediation intake session.

A preliminary injunction is an early, temporary court order restraining or compelling conduct to preserve the status quo until trial, typically to prevent irreparable or hard‑to‑quantify harm. In the UK and Ireland the usual terms are interim or interlocutory injunction (England & Wales, Northern Ireland, Ireland) and interim interdict (Scotland). “Preliminary injunction” is a descriptive expression rather than a statutory label; the governing principles are largely judge‑made.In England & Wales and Northern Ireland, courts apply the American Cyanamid test: a serious question to be tried, adequacy of damages, and the balance of convenience (including preserving the status quo). A cross‑undertaking in damages is normally required; urgent without‑notice applications are possible; breach is contempt of court. Mandatory interim injunctions are granted only with particular caution, usually requiring a stronger merits showing.In Ireland, the Campus Oil principles mirror this approach: a fair question to be tried, adequacy of damages, and balance of convenience, generally with a cross‑undertaking; mandatory orders require a stronger case.In Scotland, interim interdict (or other interim orders) requires a prima facie case and balance of convenience; the court may order caution. Usage and practical effect are broadly consistent across these jurisdictions. Typical contexts include IP, confidentiality, restrictive covenants and commercial disputes.

As part of its general case management powers, the court can decide the order in which the issues are tried and/or can order that part of the proceedings be dealt with separately. For example, the court could order that liability be established before any issues of quantum are addressed.

This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preliminary issues an offeree will need to consider following an approach by a potential offeror. It discusses the requirement for secrecy prior to the announcement of an offer or possible offer, the announcement obligations from an offeree's perspective, the decision whether to recommend the offer and the negotiation of the offer terms. For a discussion of the preparatory steps that a quoted company may consider taking prior to an approach, see Practice Note: Prior to an approach—the offeree. Initial approach from the offeror The recipient of the initial takeover approach should be in ‘listening’ mode when they first receive the approach, and should avoid providing any response that suggests their view of the proposal and also avoid starting negotiations. If a board member other than the chair, deputy chair or CEO receives a call regarding an offer, it is advisable for that board member to refer the offeror to the chair and to end the