Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“While we began looking at LexisNexis products primarily for cost saving, it quickly became more about customer service, ease of onboarding, ongoing training and breadth of resources available.”

Co-Op

Access all documents on Disclosure (Commercial)

Disclosure (Commercial) meaning

What does Disclosure (Commercial) mean?
disclosure in commercial practice means both the exchange and inspection of documents in civil litigation, and statutory or regulatory notifications about interests in shares and other market‑sensitive information. In England and Wales, litigation disclosure (historically called discovery) is governed by CPR Part 31 and, in the Business and Property Courts, PD 57AD. Parties must preserve documents, conduct reasonable and proportionate searches, disclose and list relevant, non‑privileged documents (including electronic documents), allow inspection, and disclose known adverse documents. Privilege (legal advice, litigation and without prejudice) protects documents from inspection. The duty is continuing; breaches risk costs, adverse inferences and other sanctions. PD 57AD provides models of extended disclosure beyond the old “standard disclosure”. Northern Ireland operates broadly similar discovery under Order 24. In Scotland, equivalent mechanisms are commission and diligence on a specification of documents. In Ireland, the term used is discovery under the Rules of the Superior Courts, with equivalent practical effect. In corporate and securities contexts, disclosure covers major shareholding and control notifications and market disclosures: in the UK under DTR 5, Companies Act 2006 information notices, UK MAR, the Listing Rules and AIM Rules; in Ireland under the Transparency Regulations/Directive, Companies Act 2014 and EU MAR. Deadlines are strict and...
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Checklists about Disclosure (Commercial)

CHECKLISTS
EU website and online platform compliance: legal checklist covering e-commerce, consumer rights, GDPR and cookies, accessibility, cybersecurity (NIS2), payments (PSD2), DSA/DMA, AI Act, IP and geo‑blocking

This Practice Note sets out detailed, relevant guidance on the principal legal and regulatory compliance obligations that a website operator should take into account within the EU, covering the following areas: the type and functionality of the website information disclosure requirements consumer protection data protection and privacy cookies accessibility cyber security platform-to-business online payments advertising, promotions and direct marketing AI competition law taxation liability for third party content intellectual property and observance of copyright geographic and territorial considerations Topics such as electronic data interchange (EDI), blockchain, smart contracts, or sector-specific laws and regulations—including those relating to financial services, intermediation services, or online auctions—fall outside the scope of this Practice Note. This Practice Note addresses only legislation that has been adopted to date by the EU. For further details on ongoing initiatives that may materially affect websites operating in the EU, also see Practice Note: Key EU digital...

Read More Right Arrow
CHECKLISTS
Allotting Shares and Disapplying Pre-emption: Checklist for UK Listed Companies - CA 2006 Authorisations, Investor Guidelines, Listing Rules/DTRs, Filings and Market Disclosures (pre-29 July 2024 regime)

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

Read More Right Arrow
CHECKLISTS
On-market share buybacks by UK premium listed companies: step-by-step legal and regulatory checklist (pre-29 July 2024 regime)

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

Read More Right Arrow

View the related Flowcharts about Disclosure (Commercial)

FLOWCHARTS
On-market share buybacks by UK listed companies—flowchart under pre-29 July 2024 UK Listing Rules

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. The commercial companies category is strongly disclosure-led and sits alongside other listing categories, namely shell companies, the secondary listing and closed ended investment fund categories. To implement the reforms, a new UK Listing Rules sourcebook came into force, and the former Listing Rules sourcebook was withdrawn. For further details and background, see Practice Note: Reform of the UK listing regime—fundamentals. This Flowchart sets out the listing regime as it applied before 29 July 2024, for ease of reference. You can view or print a full sized PDF version...

Read More Right Arrow

View the related News about Disclosure (Commercial)

NEWS
Civil and commercial dispute resolution weekly: CPR and FRC updates, AI regulation, cases on cryptoassets, defamation, jurisdiction clauses, privilege and expert evidence, plus consultations, guidance and dates—8 February 2024

In this issue: Key DR developments Claims and remedies Cross-border disputes Evidence and disclosure New content Dates for your diary Useful information Collaborate and network with a community of expert lawyers Daily and weekly news alerts Key DR developments 163rd Practice Direction update 163rd PD update—effective on 1 February and 6 April 2024: The 163rd Practice Direction (PD) changes to the Civil Procedure Rules have received approval from the Master of the Rolls together with the Parliamentary Under-Secretary of State for Justice...

Read More Right Arrow
NEWS
UK dispute resolution weekly update: cross‑border service/enforcement, limitation on fee shortfalls, CPR 7.7, arbitration non‑intervention, data security duties, expert determination, Scottish horizon—5 March 2026

In this issue: Key DR developments Cross-border disputes Pre-action and limitation Litigation Case management Evidence and disclosure ADR Scottish Dispute Resolution Dates for your diary Useful information Daily and weekly news alerts Key DR developments Guidance and reports Courts and Tribunals Judiciary publishes February 2026 updated edition of the Equal Treatment Bench Book: The Courts and Tribunals Judiciary has issued an interim February 2026 update to the Equal Treatment Bench Book. For more information, see: Courts and Tribunals Judiciary publishes February 2026 updated edition Equal Treatment Bench Book—LNB News 26/02/2026 28. HCCH publishes 2025 annual report highlighting private international law developments The Hague Conference on Private International Law (HCCH) has released its 2025 annual report, noting the creation of two new Experts’ Groups to examine private international law topics linked to Digital Tokens and Carbon Markets. For more information, see: HCCH publishes 2025 annual report highlighting private international law...

Read More Right Arrow
NEWS
CJEU: Overriding public interest requires disclosure of EU harmonised standards used for mandatory or presumed compliance; Commission cannot rely on Article 4(2) copyright/commercial exception (C‑588/21)

Public.Resource.Org and Right to Know v Commission and Others, Case C-588/21 What are the practical implications of this case? Although the dispute concerned four particular harmonised standards, the Court’s reasoning applies more widely to other harmonised standards as well. Where such standards are mandatory or create a presumption of conformity with safety requirements, there is a clear public interest in their disclosure, so the European Commission cannot refuse access by invoking the Article 4(2) exception in Regulation (EC) 1049/2001. Consequently, companies will be able to obtain harmonised standards to verify and ensure compliance with EU legislation without paying a fee; however, this may influence the business model of European standardisation organisations. What was the background? Under the European product safety rules, certain products can only be placed on the EU market if they satisfy safety requirements. Showing compliance with those requirements can often be an onerous exercise. Accordingly, the European legislator has provided for specific products (including, in this case, toys) that where a manufacturer follows...

Read More Right Arrow

View the related Practice Notes about Disclosure (Commercial)

PRACTICE NOTES
UNCITRAL Arbitration Rules: practitioner overview of ad hoc and investor-State cases - 1976 and 2010 frameworks, Transparency and Expedited Rules, appointing authority/PCA role, procedure, awards and costs

This Practice Note provides an introduction to the overall structure of the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). The UNCITRAL Rules occupy a significant role in contemporary arbitration practice. They are crafted for ad hoc international commercial arbitrations—proceedings not administered by an arbitral institution and, typically, not conducted under that institution’s rules. The Rules may likewise be employed in investor–state arbitrations commenced under a treaty, such as a bilateral investment treaty, where the treaty permits arbitration conducted under those rules. Unless the parties stipulate otherwise, the UNCITRAL Rules govern arbitration agreements concluded on or after 15 August 2010, ie the date the revised Rules took effect. The earlier 1976 UNCITRAL Rules continue to apply to all arbitration agreements entered into before that date. Both the 1976 and 2010 UNCITRAL Rules are separate from UNCITRAL’s Model Law on International Commercial Arbitration, adopted in 1985 and revised in 2006, which has been adopted (often with modifications) by more than 50 jurisdictions—see Practice Note: The UNCITRAL...

Read More Right Arrow
PRACTICE NOTES
UK public company share buybacks: procedural guide to on/off‑market implementation, UK MAR closed periods, LSE/AIM timetables, payment rules, staggered completions and failure remedies

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

Read More Right Arrow
PRACTICE NOTES
Practical guide to obtaining cross-border evidence via bilateral treaties: scope, letters of request, Hague Evidence Convention priority, and options where no treaty exists

This Practice Note considers the use of bilateral treaties to obtain evidence in civil and commercial matters. Where it applies, the Hague Convention on the Taking of Evidence (Hague Evidence Convention) overrides any bilateral arrangement. Accordingly, it is necessary to verify whether the state from which evidence is sought is a contracting party to the convention and, if it is, whether the convention operates between the UK and that state. For further guidance, see: Cross-border evidence—which evidence regime applies?—checklist. Bilateral treaties A bilateral treaty is an accord between two countries/states creating mutual legal obligations. Unlike multilateral conventions, it has effect solely between the two contracting states. In relation to evidence, such instruments govern the gathering of evidence in one jurisdiction for deployment in proceedings in the other. Bilateral treaties are commonly earlier instruments that predate contemporary multilateral conventions. Their drafting is often narrower and may fail to anticipate modern evidential practices. A list of bilateral treaties concluded by the UK is available here: UK bilateral civil procedure conventions....

Read More Right Arrow

View the related Precedents about Disclosure (Commercial)

PRECEDENTS
Standard form draft order: domestic freezing injunction (Commercial Court, England and Wales) with disclosure and undertakings

IN THE HIGH COURT OF JUSTICE, BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES, KINGS’S BENCH DIVISION, COMMERCIAL COURT before [ The Honourable Mr Justice OR The Honourable Mrs Justice ] [ insert name of judge ] (in private session) Claim No. [ insert claim number ] between: [ insert name(s) ] as Claimant(s)/Applicant(s) and [ insert name(s) ] as Defendant(s)/Respondent(s) [ The Claimant(s) and Defendant(s) in an Intended Action ] DRAFT FREEZING ORDER PENAL NOTICE If you, [ insert name of respondent(s) ], do not comply with this order, you risk being found in contempt of court and could face imprisonment, a fine, or confiscation of assets. Anyone else with knowledge of this order who assists or allows the Respondent to contravene it may likewise be found in contempt and be imprisoned, fined, or have their assets taken. 1 THIS ORDER 1.1 By order of Mrs/Mr Justice [ ] on [ ], this Freezing Injunction is granted against [ ] (‘the...

Read More Right Arrow
PRECEDENTS
Confidentiality undertaking for property development, acquisition or letting (seller to prospective buyer, England and Wales)

1 Definitions Authorised Recipients: directors/senior managers; your agents/advisers; and any funders. Confidential Information: all data on the Property from Seller discussions; plus the existence, nature and progress of negotiations and this letter. 2 Undertakings Use only to assess the Property/Transaction; keep it confidential; disclose solely to Authorised Recipients; discuss only with the Seller; do not enter or inspect; brief recipients and ensure compliance; return, destroy and delete on request or if the deal ends; do not seek any commercial advantage. 3 Exceptions Information public at disclosure; later public or lawfully obtained; or disclosure required by law/regulator with prompt notice. 4 Representations and warranties No representation or warranty; you must rely on your own judgement; fraud excepted. 5 Offer and duration Not an offer or contract; Seller may cease providing information. 6 Costs No reimbursement unless agreed...

Read More Right Arrow
PRECEDENTS
Precedent without notice worldwide freezing injunction (WFO) order—Commercial Court, England and Wales (with penal notice, asset disclosure, exceptions and undertakings)

IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES KING’S BENCH DIVISION COMMERCIAL COURT Before [ The Honourable Mr Justice OR The Honourable Mrs Justice ] [ insert name of judge ] (heard in private) Claim No. [ insert claim number ] Between: [ insert name(s) ] Claimant(s)/Applicant(s) and [ insert name(s) ] Claimant(s)/Respondent(s) [ The Claimant(s) and Defendant(s) in an Intended Action ] _______________________________________ DRAFT FREEZING ORDER _______________________________________ PENAL NOTICE If you [ insert name of respondent(s) ] fail to comply with this order, you could be found in contempt of court and risk imprisonment, a fine, or confiscation of assets. Any person who is aware of this order and does anything to assist or allow the Respondent to contravene it may likewise be found in contempt of court and could be imprisoned, fined, or have their assets taken by the court as a sanction. 1 THIS ORDER ...

Read More Right Arrow

View the related UK Parliament Acts about Disclosure (Commercial)

UK PARLIAMENT ACTS
811 Rights to inspect and require copy of entries

(1)     The register required to be kept under section 808 (register of interests disclosed), and any associated index, must be open to inspection by any person without charge.(2)     Any person is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any entry in the register.(3)     A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.(4)     The request must contain the following information—(a)     in the case

UK PARLIAMENT ACTS
[89A Transparency rules]

[[(1)     The FCA may make rules—(a)     imposing requirements in relation to the disclosure of periodic or ongoing information about issuers whose securities are admitted to trading on a regulated market, and(b)     dealing with matters arising out of or relating to such requirements.](2)     The rules may include provision for dealing with any matters [dealt with in the transparency obligations directive or with any matters that, when the United Kingdom was a member State, would have been matters] arising out of or related to any provision of the transparency obligations directive.(3)     The [FCA] may also make