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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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In the United Kingdom, audits of accounts and reports fall under the Companies Act 2006 ( CA 2006), notably Parts 16 and 42. By virtue of CA 2006, s 475, a company must have its annual accounts for each financial year audited in line with CA 2006, Pt 16, unless it can make use of one of the exemptions available. The expression ‘audit’ is not defined in the CA 2006......
In recent years, most sectors have felt the effects of innovation and emerging technology. Much of this progress is driven by the aim to lower costs and enhance efficiency. So far, disruption within the debt capital markets has been limited, chiefly due to significant entry barriers such as capital requirements and regulatory scrutiny. This is changing, however, as these markets begin to adopt new technologies... What is fintech? There is no single agreed definition of ‘fintech’, but the term is commonly used to capture technology-enabled innovation within financial services. cryptocurrencies/cryptoassets (eg bitcoin) blockchain or distributed ledger technology ( DLT) artificial intelligence ( AI) and machine learning ( ML) crowd funding platforms ‘telematics-based’ insurance (eg where data is collected to monitor driving) mobile banking Why is fintech being explored for the debt capital...
In response to the conflict in Ukraine, multiple governments, operating under their respective sanctions frameworks, have introduced sanctions and export controls against targets in Russia and Belarus. This Practice Note acts as a starting resource for banking lawyers considering how UK sanctions since March 2022 affect finance transactions. This Practice Note: offers introductory detail on the various types of sanctions—see: What is meant by sanctions? summarises, or signposts how to locate, further measures announced or in force in the UK (and elsewhere)—see: How do I find out what UK, US and EU sanctions there are against Russia and Belarus? identifies where to find guidance on the impact on finance transactions—see: What steps should financial institutions be taking following the additional measures? highlights, at a high level, steps to take and issues to consider for both existing and new lending...
Clearing requirements have brought about significant changes to derivatives documentation. Uncleared derivatives remain subject to an International Swaps and Derivatives Association ( ISDA) Master Agreement together with a Credit Support Annex, whereas cleared derivatives call for additional paperwork, including: clearing agreements give-up agreements collateral transformation agreements To reduce the documentation burden of putting clearing arrangements in place, and to help with compliance with the new derivatives rules, the industry has produced standard forms. These encompass classification letters and delegated reporting agreements (both available from the ISDA website), plus client clearing documentation for both US and non- US platforms, as well as a range of protocols and standard amendment agreements. For more information on documenting clearing relationships, see Practice Note: Documenting a derivatives clearing relationship— EU and UK platforms. This Practice Note sets out the key terms of the 2017 ISDA/ Futures Industry Association ( FIA) Cleared...
Practice Note: key derivatives cases and analysis This Practice Note outlines significant authorities and related commentary of interest to derivatives practitioners, grouped by subject area. Topics covered include: Derivatives cases relating to capacity to enter into transactions Derivatives cases relating to classification of swaps Derivatives cases relating to wagering or gaming Derivatives cases relating to constructing ISDA master agreements Derivatives cases relating to payments and close-out amounts Derivatives cases relating to disputes on jurisdiction Derivatives cases relating to the mis-selling of derivatives or LIBOR manipulation Derivatives cases relating to tax issues Derivatives cases relating to regulatory issues Derivatives cases relating to capacity to enter into transactions Uni Credit Sp A v EUR Sp A ( CL-2021–000263), Commercial Court, King’s Bench Division of the High Court of Justice of England and Wales. Uni Credit brought...
This resource kit This resource kit brings together the principal practical guidance available across Lexis+® UK on artificial intelligence ( AI). Organised by practice area, it is refreshed as new material appears. The rapid growth of AI technologies has led lawmakers, businesses and the public to focus more closely on the potential advantages and the risks that accompany AI use. AI gives rise to a range of legal and regulatory considerations across numerous disciplines, including: intellectual property ( IP) data protection and cybersecurity transactional work such as corporate and commercial employment healthcare and life sciences finance The UK government is developing an AI regulatory strategy that will determine how AI is governed here in future. In the EU, a legislative framework is being built to regulate AI, primarily via Regulation ( EU) 2024/1689 laying down harmonised rules on...
Preference claim under section 239 of the Insolvency Act 1986 ( IA 1986) A preference claim under section 239 of the Insolvency Act 1986 ( IA 1986) exists to stop a creditor being elevated for historic debts ahead of others, thereby frustrating pari passu distribution to creditors on insolvency. For more detail on pari passu distribution, see Practice Note: The pari passu principle and collection remedies for the office-holder. For a transaction to amount to a preference under IA 1986, s 239, the following must be satisfied: the company is in liquidation or administration the transaction occurred at the relevant time, namely: within six months before the onset of insolvency, or if the respondent is connected with the company, within two years before the onset of...
This Practice Note sets out details on the UK bank recovery and resolution framework, encompassing the Special Resolution Regime ( SRR) under the Banking Act 2009 ( BA 2009) together with associated rules and guidance contained in the Prudential Regulation Authority ( PRA) Rulebook, as well as policy statements and other materials published by the PRA, the Bank of England ( Bo E) and HM Treasury ( HMT). UK bank recovery and resolution regime—introduction What are bank recovery and resolution? Bank recovery describes restoring a firm’s operations to a resilient and sustainable footing when under acute strain. Bank resolution refers to handling a firm’s failure so as to limit harm to depositors, safeguard financial stability and protect public funds. What is the bank recovery and resolution regime? The bank recovery and resolution regime comprises measures designed to function both before and after problems arise: ...
What is a 'market flex' provision? A market flex clause grants arrangers and underwriters limited leeway to adjust financing terms after the relevant facility agreement has been signed. As they arrange and underwrite the transaction, these provisions help them distribute the debt to the market and cut their exposure to the borrower to an agreed minimum hold level. Typical wording allows the arrangers or underwriters to alter certain key aspects of the financing to make it more appealing to potential lenders, particularly in more difficult or volatile market conditions. It is usually addressed in the mandate letter or the arrangement/underwriting fee letter. For more information on mandate letters, see Practice Note: Mandate letters. For more on the role of arrangers and underwriters in loan transactions, see Practice Note: The finance parties. When can market flex be used? These provisions can be used by the...
Under English law, binding agreements may arise orally, in writing, or by deed. This Practice Notice explores when a deed is required or preferable, and the formalities that must be observed to ensure validity. What is a deed? When a deed is required Formalities (1): in writing Formalities (2): face value Formalities (3): execution Formalities (4): delivery Escrow Witnessing Variation Failure to comply with formalities and other defects Reform For details on executing deeds in jurisdictions outside England and Wales, see Practice Note: Execution of deeds—jurisdictional guide. We have created a comprehensive, interactive collection to help users identify and navigate concepts and common issues in executing documents, including deeds. Each phase includes practical guidance, precedent clauses and Q& As relevant to that stage. For further information, see: Execution...
This Practice Note offers a digest of recent and revised materials issued by the International Capital Markets Association ( ICMA). It is routinely refreshed and reviewed, and spans publications from January 2017 onwards. Information here is also cross‑referenced within the relevant Practice Notes in Banking & Finance. The ICMA items mentioned in this Practice Note first appeared on the ICMA website (full access requires a subscription). Commentary and linked materials are supplied by Lexis+® UK Banking & Finance. 2026 Date of update/announcement from ICMA ICMA news 30 April 2026 ICMA publishes Digital Bonds Annex to GMRA documentation suite Why? ICMA has unveiled a Digital Bonds Annex to complement its Global Master Repurchase Agreement ( GMRA) documentation set. This addition widens the GMRA architecture to encompass trades in digital bonds, building upon the earlier Digital Assets Annex released in August 2024, which provides standardised terms for repo deals...
What does this Practice Note cover? This Practice Note sets out an overview of debt securities and highlights the principal features of the main forms of debt securities commonly found in the capital markets, drawing attention to the key characteristics of the primary types typically encountered... What are debt securities? In the context of the debt capital markets, the expression 'debt security' denotes a financial instrument, tradable on the capital markets, which evidences a debt obligation. The word 'security' when used in this way is therefore distinct from 'security' in the sense of a 'security interest', such as a mortgage or charge, see Practice Note: Types of security. Issuing a debt security is a common alternative to borrowing funds by way of a loan. For further information on loan financing, see: Types of lending—overview. For a comparison of debt issuance and loans, see Practice Note: Debt...
It is relatively common for a company that has created a charge over its assets to lodge a formal statement at Companies House asserting the charge has been satisfied when, in reality, it has not in fact been satisfied. Such a filing might be submitted by the company mistakenly—for example, under the misapprehension the liability has been settled in full—or it might be filed dishonestly to facilitate access to additional funding or credit. There have also been cases where entries at Companies House recorded that security had been released without the knowledge or awareness of the relevant company or the security holder concerned. For further detail and background, see News Analyses: Additional caution required for insolvency practitioners relying on Companies House filings and Update for insolvency practitioners on Companies House filings. The key questions that arise are: whether an incorrect filing of a...
Practice Note: Priority between security interests This Practice Note provides illustrations of how the rules on priority may operate in practice with reference to the relevant English law principles. It complements, and should be read alongside, our other Practice Notes on priority. New examples are added to this Practice Note on a regular basis. If you encounter a priority issue in practice that you would like us to cover, please use the Lexis Ask function to inform us. Practice Note: Priority between security interests outlines the rules on priority from a more technical standpoint and should be consulted for the black letter law that supports the practical examples in this Practice Note. It is important to recognise that English law priority rules are complex and are widely acknowledged not to be clear in every respect. Outcomes can also be influenced by the parties’...
Registration can have an important effect on the priority of competing security interests. In general terms, there are two broadly distinct methods for recording security interests: registration in relation to the asset that is charged, and registration against the person granting the security This Practice Note addresses specifically the first approach, where the charged property is land situated in England or Wales. For guidance on how registration over other types of asset influences the priority of security interests, see the following Practice Notes: Effect of registration on the UK Ship Register on priority of security interests Effect of registration on the UK Register of Aircraft Mortgages on priority of security interests, and Effect of registration at IP registries on priority of security interests Making an entry at an asset registry will, in most cases, have a direct bearing on the order of...
What does this Practice Note cover? The US New York Stock Exchange (the NYSE, or the Exchange) is the largest stock exchange globally by market capitalisation. Established in 1792, it is situated in New York City. This Practice Note considers the regulatory and procedural requirements relevant to listing debt securities on the NYSE. Reasons for listing debt securities Issuers commonly seek a listing to access a broader universe of investors and to meet market practice and expectations within the jurisdictions where the offering of the debt securities is conducted. Many investors apply investment criteria that permit investment only in listed securities, offering additional comfort on disclosure and governance obligations. Listed securities enjoy higher status in the market, reflecting adherence to recognised disclosure and governance standards. They also tend to be more liquid, allowing investors to exit their positions more readily if...
Practice Note This Practice Note summarises significant authorities and commentary for debt capital markets practitioners. The decisions are grouped by subject area and include: Bonds as negotiable instruments Contractual and tortious obligations in debt securities transactions Majority bondholders binding minority holders Standing and enforcement rights of beneficial owners Actions against and rights of trustees, agents and intermediaries Interpretation of trust deed clauses Interpretation of non-trust deed clauses Insolvency and restructuring Jurisdiction, governing law and agency in international bond disputes No action clauses Misrepresentation Prospectus issues Rating Bonds as negotiable instruments Names of parties: Edelstein v Schuler & Co [1902] 2 KB 144 Judgment date: 9 May 1902 Case summary: Several bearer debenture bonds—some issued in England by an English company and others abroad by foreign companies—were taken from the plaintiff by his clerk. The...
What does this Practice Note cover? Green bonds are a natural financing route for issuers with a funding or refinancing need for a green project. An issuer that plans to deploy the proceeds towards environmentally friendly programmes—for instance, lowering the carbon footprint or waste arising from day‑to‑day business—can access the market and also demonstrate its commitment to sustainability. Green bonds can appeal to both issuers and investors when the ecological objectives and commercial considerations are properly balanced. This Practice Note covers: What are green bonds? Types of green bonds Green Bond Principles Assurance How green is green? Market developments Next frontier and trends For the latest news and key developments in sustainable finance (including green bonds), see Practice Notes: Sustainable finance—recent news and Sustainable finance and ESG—timeline. What are green bonds? Green bonds are debt issuances in which the...
Relevant News Analysis The Lexis+® UK practical guidance team consistently releases insights on the LMA and its documentation, set out below in reverse date order. 14 July 2025 - Exercising assigned rights prior to enforcement ( Vietjet Aviation Joint Stock Company v FW Aviation ( Holdings) 1 Ltd): This analysis considers Vietjet Aviation, where the court distinguished a lender’s immediate ability to exercise rights assigned under a security document from its right to enforce, which only arises following an ‘enforcement event’. It also affirmed the broad Argo Fund interpretation of “financial institution”. The loan’s transfer mechanics reflected LMA standard documentation. 12 February 2024 - Revised Guidance for Green, Social, and Sustainability- Linked Loans External Reviews-what has changed?: Following the LMA’s 25 January 2024 update to its Guidance for Green, Social, and Sustainability- Linked Loans External Reviews, this analysis outlines the...
Introduction This Practice Note sets out to familiarise readers with the principal ideas underpinning the law of marine insurance, noting where it coincides with, and where it diverges from, insurance law in general. The evolution of marine insurance in England, and the jurisprudence that accompanies it, can likely be followed back to the thirteenth century, when insuring ships and their cargoes emerged in step with growing maritime commerce. In origin, marine insurance law sprang from the carriage of goods and passengers by sea, extending to cover both property perils and liability exposures. The statutory definition of a marine insurance contract in section 1 of the Marine Insurance Act 1906 ( MIA 1906) is notably broad: an agreement under which the insurer promises to indemnify the assured for marine losses, namely losses arising out of a marine adventure. That expansive wording is developed further by MIA 1906,...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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