Attorney Definition

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Commercial contract review and execution (business personnel)—checklist

Commercial contract review and execution (business personnel)—checklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...

Reviewing board minutes—checklist

Reviewing board minutes—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker and Corporate transparency reform—changes to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...

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Execution formalities—under a power of attorney

This Practice Note provides practical guidance on the proper execution of simple contracts and deeds by third party individuals or corporations (primarily companies incorporated under the Companies Act 2006 (CA 2006)), acting under a power of attorney. It considers who can grant a power of attorney, who can act as an attorney and execution formalities when executing simple contracts or deeds under a power of attorney.This Practice Note does not cover the execution of powers of attorney themselves. For details, see Precedent: Power of attorney for commercial transactions.This Practice Note does not cover the execution of documents by other authorised signatories of organisations. For more details, see Practice Note: Executing documents—deeds and simple contracts.We have produced a toolkit that is a comprehensive, interactive resource to help users identify and work through the concepts and common issues when executing documents. Each section or phase includes practical guidance, precedent clauses and Q&As relevant to that section. For more information, see: Execution toolkit.Quick viewThis table provides a quick overview of the various entity types which are capable of...

Nature and types of agency

This Practice Note is an introduction to agency. It describes the essentials of the agency relationship between the principal and the agent including the ways in which an agent is appointed to act on behalf of a principal, the different types of agency appointments and the authority that an agent has to act on behalf of a principal.Nature of agencyAgency is a relationship under which a principal appoints an agent to act under their direction and on their behalf for specified purposes. In business, such purposes are commonly the introduction or conclusion of contracts between the principal and customers or other third parties. The term ‘agent’ is sometimes used loosely in business and may refer to those, eg distributors, whose activities are similar to those of agents but who are not agents in law.In commercial matters, the parties will normally have a written agreement that sets out:•the scope of the agent's authority•the parties' rights and duties•under what circumstances and with what consequences the agency can be terminated•general commercial provisions, and•where...

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Power of attorney for commercial transactions

Power of attorney for commercial transactions1Appointment and powersWe, [insert name of company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Company), HEREBY APPOINT on [insert date] [insert name of attorney] of [insert address of attorney] to be the Company’s true and lawful attorney (Attorney) with full power, authority and legal right in the name and on behalf of the Company:1.1to do and perform any and all acts, matters and things and to have the absolute discretion to approve the form and content of and to execute, deliver, seal and sign any and all deeds, contracts, consents, letters or other documents, whether as deeds or otherwise, and to grant any authorisations or consents which may be required by the Company which the Attorney may in their sole and absolute discretion consider necessary or desirable in connection with the proposed agreement between the Company and [insert name of other party to the commercial agreement] (Party B) in connection with [insert description...

Consultancy agreement—company and individual—pro-client (short form)

Consultancy agreement—company and individual—pro-client (short form) [ON HEADED NOTEPAPER OF CLIENT COMPANY] [Insert consultant’s name] [Insert consultant’s address] [Insert date] Dear [insert consultant’s name] [ Consultancy agreement OR Insert name of project ] Further to our recent discussions, I am pleased to confirm the terms of our agreement regarding the provision of your consultancy services to [insert name of client company] (Company). 1 Term 1.1 [Subject to the terms set out in this letter, your engagement [will commence OR commenced] on [insert date] and will continue unless or until either party gives to the other not less than [insert number] [weeks’ OR months’] prior notice in writing. OR 1.2 Your engagement will be for a fixed period of [insert number] months from [insert date], subject to the terms of this letter and subject to the right of either the Company or you to give to the other not less than [number] [weeks’ OR months’] notice in writing during such fixed period terminating the...

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Where there is an LPA in place for finance and property, the donor still has mental capacity and the LPA provides authority for the attorney to make decisions before the donor loses capacity, can the attorney bring legal proceedings on behalf of the donor in relation to cases such as public services or personal injury? Would such cases be within the scope of the attorney's authority under the LPA? If not, would the donor have to bring any such proceedings themselves with the attorney only able to apply to become litigation friend once the donor has lost capacity?

Where there is an LPA in place for finance and property, the donor still has mental capacity and the LPA provides authority for the attorney to make decisions before the donor loses capacity, can the attorney bring legal proceedings on behalf of the donor in relation to cases such as public services or personal injury? Would such cases be within the scope of the attorney's authority under the LPA? If not, would the donor have to bring any such proceedings themselves with the attorney only able to apply to become litigation friend once the donor has lost capacity? When granting a lasting power of attorney (LPA) for finances and property, the donor can choose to allow the attorney to act following registration even if the donor retains capacity. The general rule is that, if a donor does not restrict the decisions the attorney can make, the attorney will be able to make decisions regarding any or all of the person's property and financial affairs. The Mental Capacity Act 2005 (MCA...

If an individual dies intestate leaving several minor children with different (surviving) co-parents and two of those surviving parents take out the grant of letters of administration for the use and benefit of their respective minor children, how would the grant be expressed and would the administrators have authority to deal with the whole estate?

If an individual dies intestate leaving several minor children with different (surviving) co-parents and two of those surviving parents take out the grant of letters of administration for the use and benefit of their respective minor children, how would the grant be expressed and would the administrators have authority to deal with the whole estate? We refer you to Practice Note: Intestacy—priority to apply for grant—Q&As (at 'Particular relatives and entitlement to grant on intestacy', 'Minor children only'). Where a person to whom a grant would otherwise be made is a minor (eg where the deceased was survived by minor children but not a spouse or civil partner), the Non-Contentious Probate Rules 1987 (NCPR 1987), SI 1987/2024, r 32 sets out that a grant of administration for the minor’s use and benefit, limited until they attain the age of 18 years, shall be granted to a parent of the minor or other person who has parental responsibility. Commentary: Grants for the use and benefit of minors: Tolley’s Administration of Estates...

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Foreign countries have strong foundation to fill FCPA void

Law360, London: Shifting US enforcement priorities may soon create a crisis in international anti-corruption efforts.

Question of the week: Where a donor of a lasting power of attorney appoints an attorney who lives overseas, under what circumstances can the attorney be reimbursed from the donor's bank accounts to fund their travel when returning to the UK?

This Q&A considers whether, if where a donor of a lasting power of attorney appoints an attorney who lives overseas, under what circumstances can the attorney be reimbursed from the donor's bank accounts to fund their travel when returning to the UK.