Company earnings that are not paid out as dividends.

All regulated law firms and individuals must act in a way that encourages equality, diversity and inclusion. It is about more than complying with your legal and regulatory obligations, however. Put simply, it is the right thing to do. As a bonus, it can inspire public confidence in the legal profession and provide benefits for your firm’s business. The Solicitors Regulation Authority (SRA) expects you to be proactive and take proportionate action to encourage a diverse workforce at all levels in your firm. This Practice Note provides information about why retaining diverse talent in a law firm matters. It highlights common reasons why people leave jobs and how law firms can minimise these factors and suggests tips for retaining diverse talent. Employees may leave a job because they are attracted by a higher paying job, because they want a change in career or because of family responsibilities—these are known as pull factors. Others may leave because they are dissatisfied with their current job, eg there is a perception of limited opportunities,

A retaining lien is a solicitor’s right to keep a client’s papers, documents, deeds or other property until outstanding fees and disbursements are paid. It arises at common law (or in Scotland, under the law of lien) rather than by statute, and is recognised by case law across England and Wales, Scotland, Northern Ireland and Ireland with broadly similar effect.The lien is passive: it allows the solicitor to refuse to release the files but does not confer a power of sale or security over other assets. It usually applies to the entire client file held in the solicitor’s possession, even if parts relate to unpaid and paid work together, subject to any court order or professional conduct duties.Courts and professional regulators may interfere with or qualify a retaining lien, for example on a change of solicitor in litigation, where justice requires transfer of the file, often on terms such as a solicitor’s undertaking to protect the former firm’s costs. Solicitors must balance enforcing a retaining lien with obligations to act in the client’s best interests and to avoid prejudicing ongoing proceedings.

Retaliatory measures are actions taken against a person in response to them exercising a legal right or performing a protected act, such as making a complaint, whistleblowing, bringing a claim, or asserting employment or tenancy rights. The concept commonly arises in employment law, discrimination law, whistleblowing, landlord and tenant law, and regulatory enforcement.Across England & Wales, Scotland, Northern Ireland and Ireland, the term is descriptive rather than a single defined legal concept, but it is reflected in statutory protections against victimisation and detriment (for example in equality, whistleblowing and health and safety legislation) and in case law. Typical retaliatory measures include dismissal, disciplinary action, demotion, refusal of promotion, reduced hours, eviction or service of a notice to quit, and other forms of disadvantage or harassment linked to the protected activity.In UK employment and equality law, tribunals focus on whether the claimant suffered a “detriment” because of the protected act. In housing, “retaliatory eviction” describes landlords seeking possession because a tenant has complained of disrepair or asserted statutory rights. Proving causation between the protected act and the measure is usually central to liability.

Retention is a percentage of the sums payable by way of interim payment deducted by the employer and held until completion. Half of the retention is released on practical completion, the other half on the expiry of the defects liability period or issuance of a certificate of making good defects.

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form 1. Definitions and interpretation Bank means [insert name of bank at which the retention account will be held]; Determination Date means the date on which a Relevant Claim becomes a Determined Claim in accordance with paragraph 1.1 of Schedule [9 OR [insert schedule number for operation of retention account schedule]]; Determined Claim means a Relevant Claim which has become a Determined Claim pursuant to paragraph 1.1 of Schedule [9 OR [insert schedule number for operation of retention account schedule]] and determined and determination shall be construed accordingly; Release Date means [insert date on which the retention funds will be released from the retention account]; Relevant Claim means any: (a) Warranty Claim; [or] (b) [claim made by the Buyer against the Seller for breach, non-observance or non-performance of any provision of this Agreement; [or] ] (c) Tax Claim; [or] (d) [claim made by the Buyer against the Seller under the Indemnities;] [Retention Account means the interest bearing

This Practice Note considers retention and rescission in Scotland. For guidance on: • some other forms of relief in Scottish civil litigation, see Practice Notes: Interdict and interim interdict in Scottish civil litigation and Specific implement and interim specific implement in Scottish civil litigation • key aspects of Scottish civil litigation, see: Scottish DR: prescription and limitation—overview, Scottish DR: case management and evidence—overview, Scottish DR: civil appeals and judicial review—overview, Scottish DR: enforcement—overview, and Scottish DR: settlement and ADR—overview, which, in turn, link through to detailed guidance on specific aspects of dispute resolution in Scotland • other key areas of Scottish law and procedure, see our Scotland collection, and • the closest equivalent in England and Wales, see: Contractual breach damages and remedies—overview which, as well as giving an overview, links through to more detailed guidance on various aspects of remedies for breach of contract in England and Wales, including Practice Note: Rescission of a contract Note: the remedies of retention and rescission are categorised as 'self-help' remedies

A bond procured by a contractor (or sub-contractor, as the case may be) from a surety in favour of an employer in return for which the employer agrees to make all payments to the contractor, as they fall due under the building contract, without retention.

A retention bond is a particular form of performance bond usually written as an ‘on demand’ instrument. This Practice Note examines: • the nature of retention bonds • why they are used in the construction industry • the key features in the wording of the retention bond For a guide to performance bonds generally, see Practice Note: Performance bonds—construction projects. Note that significant changes are imminent with the UK government’s intention to prohibit the use of any retention practices in construction contracts. In May 2026, it was confirmed in the King’s Speech that the legislative agenda included the tackling of late payments through the Small Business Protections (Late Payments) Bill. Now re-named as the Commercial Payments Bill, this has been introduced by the House of Lords. This new legislation aims to apply a range of protective measures and financial penalties to address the damage caused to smaller businesses by the withholding of payment by larger clients. The measures include the amendment of HGCRA 1996 to implement the prohibition of the retention practices, under construction contracts, for the deduction

STOP PRESS: PROPOSED REFORM OF CONSTRUCTION RETENTIONS The Commercial Payments Bill [HL], introduced in Parliament in May 2026, contains provisions intended to prohibit the deduction and withholding of retention payments under construction contracts. As at 24 August 2026, the Bill has not received Royal Assent and the proposed prohibition is not yet in force. The final scope of the legislation, its commencement and any transitional arrangements remain subject to the parliamentary process and further implementation measures. This Precedent provides for a retention bond as an alternative to the withholding of cash retention. Users should check the status and effect of the Commercial Payments Bill and any resulting legislation before using this Precedent and consider whether amendments are required to the underlying Building Contract and/or this bond. Retention bond Schedule Bond number [insert] Dated: Parties 1 The Employer: [insert] incorporated in [England and Wales] (Company Number [insert]) whose registered office is at [insert]. 2 The Contractor: [insert] incorporated in [England and Wales] (Company Number: [insert]) whose registered office is at [insert]. 3 The Surety: [insert] incorporated in [England and Wales] (Company Number [insert]) whose registered office is at [insert].

This Checklist sets out points to consider when drafting and agreeing a retention bond for a construction project. For more on retention bonds, see Practice Note: Retention bonds. • Parties—a party with a registered office outside of England and Wales may be required to specify an address for service within England and Wales. Think carefully before accepting a surety based outside the UK and (where appropriate) check that the surety is duly authorised to issue bonds in the UK. Always insert company registration numbers so companies can be identified in the future. • Retention—specify the amount, representing the total retentions covered by the bond, for which the employer would otherwise have been entitled to make retention under the building contract. • Maximum bond amount—consider whether this will be reduced on practical completion and/or at other stages of the works. • Expiry date—consider whether this will be the date of practical completion or certification of making good of defects or other date, or the date when bond is

1 The full legal and beneficial ownership in the Retention shall remain