Fair disclosure meaning

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

This tracker outlines the consultation papers issued by the Financial Conduct Authority (FCA) in 2013, together with notice of any later rules and guidance published. For FCA consultation papers from different years, see: FCA consultation paper trackers. For Prudential Regulation Authority (PRA) and Financial Services Authority (FSA) consultation papers, see: PRA consultation paper tracker [Archived] FSA consultation paper tracker [Archived] Topic area: Consumer credit; Disclosure and transparency; Supervision; Funds CP13/18: Quarterly Consultation Paper No. 3 The FCA proposed to: make small changes associated with transferring consumer credit regulation from the Office of Fair Trading (OFT) to the FCA (chapter 2) bring in an administrative fee to recover costs arising from listed issuers’ late publication of periodic financial statements under the Disclosure and Transparency Rules (DTRs) (chapter 3) broaden the ability of authorised fund managers and others to communicate with unit-holders electronically, including via website-based communications (chapter 4) revise the process for handling a waiver application...

Lonham Group Ltd v Scotbeef Ltd & another [2025] EWCA Civ 203 Traditionally, English insurance law placed onerous burdens on insured parties: they were required to reveal every material circumstance capable of affecting the judgment of a prudent insurer when setting the premium or determining whether to accept the risk. If they did not, the insurer could treat the policy as though it never existed. Likewise, any failure to comply with a warranty discharged the insurer from liability under the policy, regardless of the warranty’s relevance to the risk and irrespective of whether the breach was later remedied. In the early development of insurance, these severe rules were arguably justified by the informational imbalance between insured and insurer. By the twenty-first century, however, a more sophisticated market generated pressure for reform. For non-consumer insurance, the result was IA 2015, which marked a substantial change in approach. The previous duty of disclosure was replaced by a duty of fair presentation, and only in defined circumstances could an...

This marks the first stage of the regulator’s climate‑related financial disclosure regime to be enforced, covering all FCA‑authorised firms, with rules on the labelling and marketing of investment products arriving later this year from July (see FCA, PS23/16: Sustainability Disclosure Requirements (SDR) and investment labels, 28 November 2023). The regime extends to regulated activities undertaken by private enterprises, listed companies and public sector bodies alike. These measures are intended to ensure that statements made by regulated entities about the sustainability credentials of supposedly green products and services are fair, clear, not misleading, and consistent with the sustainability profile of the product or service. Yet are the new rules sufficient to resolve the problem of misleading information about a company’s green credentials and its products and services? Are these anti‑greenwashing provisions anything more than a greenwashing exercise themselves? They play well in public relations, signalling that government agencies are acting to shape corporate behaviour on climate change. The problem is that, when examined more closely, they are still likely to deliver...

In this issue: Key developments UK immigration control: how it works Sponsored work Family routes Long residence, discretion and human rights EU law rights and EU Settlement Scheme Challenging immigration decisions and enforcement Preventing illegal working Citizenship applications Daily and weekly news alerts New and updated content Latest Q&As Key developments Future developments—Immigration calendar Our Immigration calendar highlights key upcoming developments for business immigration advisers. UK immigration control: how it works Home Office confirms eVisas will replace all vignettes in 2026 The Home Office has amended its eVisa guidance to state that from 12 January 2026, most recipients of visit visas and some other routes will get both an eVisa and a vignette. Those issued a valid UK vignette before that date will be able to retrieve their eVisa through their UK Visas and Immigration account. The guidance also confirms that later in 2026, vignettes will be discontinued...

This Practice Note This Practice Note examines how standard essential patents (SEPs) and fair, reasonable and non-discriminatory (FRAND) licensing feature in patent disputes before the Courts of England and Wales (the English Courts). It focuses, in particular, on the legal position following the UK Supreme Court’s ruling of 26 August 2020 in the combined Unwired Planet and Conversant appeals, and the practical consequences of that decision. For further information, see News Analysis: Supreme Court—English courts can determine terms of global licences for portfolios of standard essential patents (Unwired Planet v Huawei). Since then, two further significant rulings on FRAND rates have been issued in England and Wales and have been the subject of appeal judgments, as noted below: First, judgment was handed down on 16 March 2023 in the dispute between InterDigital and Lenovo following a High Court FRAND trial in January 2022. It offered additional guidance on several of the issues considered in Unwired Planet. The appeal judgment in InterDigital v Lenovo was handed...

PI & Clinical negligence horizon scanner—July 2025 [Archived] ARCHIVED: This Practice Note is archived and is not maintained. It summarises the principal legal developments relevant to personal injury and clinical negligence practitioners as at July 2025. For developments predating this horizon scanner, see PI and Clinical Negligence horizon scanning and key cases—overview. Key PI and clinical negligence developments The personal injury discount rate—a review In late 2024, the Lord Chancellor, Shabana Mahmood MP, revealed the outcome of her five‑month review of the discount rate, initiated in July 2024. One month after the new +0.5% discount rate took effect, Thea Wilson (barrister at 12 King’s Bench Walk) assesses its impact on cases, the responses from claimant and defendant representatives, and the consequences of the change for legal practitioners. See News Analysis: The personal injury discount rate—a review. MoJ announces reduction in CFO’s interest rates The Ministry of Justice (MoJ) has announced lower interest rates for the Courts Funds Office’s (CFO) special and basic accounts...

There are statutory rules governing a company’s auditor liability and the extent to which it can be curtailed. Before 6 April 2008, a company was prohibited from excusing or indemnifying its auditors for any negligence, default, breach of duty, or breach of trust connected with the company that arose in carrying out the audit of the accounts. That prohibition has since changed, and such protection is now allowed, so long as it is either an indemnity covering the costs of successfully defending proceedings or a liability limitation agreement. Furthermore, additional requirements concerning an auditor’s liability and its caps may apply to a listed company, an AIM company, or a company whose securities are listed on the AQSE Main Market, AQSE Growth Market, or AQSE Trading (previously the NEX Exchange Main Board, NEX Exchange Growth Market, and NEX Exchange Secondary Market), though those matters fall outside the ambit of this Practice Note. Some or all of the statutory measures addressing auditors and liability limitation agreements may equally extend to other companies...

1 Definitions 1.1 [ Include the following extra definitions within the definitions clause of the share purchase agreement (where necessary) ] Accounts Date – denotes [ insert day and month ] 20[ insert year ]; Company – refers to [ insert company name ] Limited (company registration number [ insert company number ]), with further particulars set out in [ insert description ]; Disclosure Letter – means a letter bearing the same date as this Agreement, issued by the Seller to the Buyer, disclosing matters in respect of the Warranties, including its schedules and any documents appended to the Disclosure Letter; [ Subsidiaries – means the Company’s subsidiaries, further particulars of which are set out in [ insert details eg Schedule number ]; ] [ subsidiary – means [ a subsidiary as defined in section 1159 of the Companies Act 2006 OR a subsidiary undertaking as defined in section 1162 of the Companies Act 2006 ] ; ] 2...

Add the following as additional definitions (where not already present) within the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed means [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] in such a way, and with such detail, as to enable a buyer to make a clear, informed and accurate assessment of the relevant facts, matters or circumstances; Warranties means the warranties [ and representations ] set out in Schedule [ insert number ] and Warranty means any one of them; Warranty Claim means a claim (for damages, compensation or any other relief) by the Buyer under any Warranty in respect of any event, matter or circumstance that is inconsistent with, contrary to, or involves, relates to or otherwise constitutes a breach of any of the Warranties, and Warranty Claims...

This Precedent sets out general practical guidance on disclosure within employment tribunal proceedings for information purposes. Your employment solicitor can give tailored advice according to your situation and needs. Disclosure of documents—general principles Papers of various types will typically constitute a major element of the evidence presented in an employment tribunal claim. For justice to be done in the case, there must be clear and fair disclosure. Disclosure is the procedure by which relevant and necessary documents are made available and shown to the other side as part of preparing for the hearing. This prevents unfairness caused by one party having exclusive access to documents, springing late disclosure, cherry-picking, or concealing damaging material. The employment tribunal may require disclosure of documents under its general case management powers, either of its own motion or on an application made by a party. Directions about disclosure are often included in the standard directions issued by tribunals when a claim is commenced (sometimes called automatic directions), and in orders the tribunal may...