Featured documents
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:
Most recent Practice notes
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note does the following: sets out where to locate updates on the most recent Brexit developments, especially those affecting financial institutions; describes the effects on UK legislation at the close of the transition period and the approach adopted to on‑shoring financial services legislation; covers Brexit matters of broad relevance to finance transactions, including passporting, security and data transfers; identifies principal issues for distinct forms of financing (for example, project finance, real estate, aviation, debt capital markets ( DCM), securitisation, derivatives and transactions involving individuals); and details the effect of certain significant statutory instruments. For the impact of Brexit on documentary terms in facilities agreements, see the Brexit checklist—finance documents [ Archived] and Practice Note: Brexit—documentary implications for facility agreements [...
This Practice Note outlines the principal aspects of the new UK public offers and admissions to trading framework as it relates to debt capital markets ( DCM) transactions. In summary, the regime became effective on 19 January 2026, displacing the EU-derived UK Prospectus Regulation ( UK PR). Its core rules are contained in the Public Offers and Admissions To Trading Regulations 2024, SI 2024/105 (the POATRs), together with a new FCA sourcebook: The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). For a high-level overview of the provisions, see Practice Note: The new UK public offers and admissions to trading regime—essentials. While many obligations and familiar concepts from the former regime are broadly preserved, there are developments with significant consequences for DCM transactions. New public offer...
This Practice Note examines the change protocol—sometimes called the change mechanism—commonly included in the Project Agreement for a PFI or PF2 (occasionally termed PFII) project. It explores why the change protocol exists, the categories of change, the steps for implementing change, the effects of change, and the ramifications under procurement law. In the 2018 Budget (delivered on 29 October 2018), the government confirmed it would cease using PF2 for new projects (see News Analysis: Budget 2018—what does it mean for infrastructure and housebuilding?). Nonetheless, the government has indicated it will continue to back private investment in infrastructure, and certain elements of the established drafting may still have relevance in those circumstances. Moreover, live PFI and PF2 arrangements will remain in operation and, given the usual duration of such arrangements, are expected to run for many years. Accordingly, while PF2 will not be pursued for fresh...
Abandon Describes a situation where the contractor halts performing the works for an extended, uninterrupted span of days (eg 20 business days) or for a greater aggregate of non-consecutive days (eg 60 business days) across the project’s duration or within a stated timeframe (eg 12 months), doing so wilfully and without justification at any stage of delivery or execution. Abandonment is ordinarily treated as a contractor default, enabling the Authority to terminate the Project Agreement and/or permitting Project Co to end the construction contract immediately for cause. Acceptance Tests Tests carried out to confirm whether the facility (or another project asset) achieves the standards required for the Authority to deem facility complete and accept it. Access Protocol The protocol that Project Co must follow in order to obtain access to the buildings forming part of the project at any time during the term. For instance, on a social housing scheme or a...
This Practice Note offers a high-level overview of the Private Finance Initiative ( PFI), outlining what PFI entails, how a standard PFI project is put together, and its core features. It also covers PFI’s successor, ‘ PF2’. In the 2018 Budget, delivered on 29 October 2018, the government stated that PF2 will not be used for new projects. Even so, existing PFI and PF2 schemes will continue, and, given the usual lifespan of these arrangements, they are likely to run for many years. What is PFI? PFI is a way to procure the design, construction and operation of public services and public sector infrastructure such as hospitals, schools, leisure facilities, social housing, waste management, emergency services, defence, roads and highways, social care and prisons. Introduced in 1992 by the Conservative government and later keenly adopted by their Labour successors, it was regarded as a...
Practice Note Once a rolling stock lessor has received rolling stock from the manufacturer, its immediate objectives are to: lease the assets to an operator, generating income and thereby recovering the capital committed to that rolling stock investment; and ensure robust and appropriate maintenance arrangements are in place for that rolling stock, in order to preserve its value and sustain marketability for re-leasing on termination or expiry of the first lease This Practice Note sets out the operating lease options typically assessed by a lessor when making passenger rolling stock available to an operator in the UK. It also explains the alternative forms of maintenance provision that might be established in relation to that rolling stock in practice. Reflecting standard market practice for procuring and leasing the majority of passenger rolling stock in the UK, this Practice Note assumes the lessor is an...
In UK passenger services, new fleets of rolling stock are acquired through a range of structural frameworks and arrangements. The simplest approach sees an operating lessor buy a new fleet from a rolling stock manufacturer under a purchase agreement, then lease that fleet to an operator. For further details on these models, see Practice Note: Rail finance—purchase agreements. This Practice Note outlines the principal terms of a market-standard purchase agreement, often also referred to as a manufacture and supply agreement, or MSA. An overview of a purchase agreement A purchase agreement is usually concluded between the lessor, the manufacturer and the operator. The table below outlines each party......
Practice Note New fleets of rolling stock for UK passenger services are sourced through a range of arrangements. The simplest model sees an operating lessor acquire a new fleet from a rolling stock manufacturer under a purchase agreement and then lease it to an operator. This Practice Note explains procurements conducted on that basis. For transactions of this kind, purchase agreements are typically tri-partite, binding not only the lessor and the manufacturer but also the operator. Although a new fleet for UK passenger use can, in theory, be bought under a bi-partite purchase agreement between the lessor and the manufacturer alone, such arrangements are now rare. Accordingly, this Practice Note concentrates on tri-partite purchase agreements. After the expiry or earlier termination of the operating lease with the initial operator, the rolling stock will, across its operational life, be leased to other...
Following privatisation, purchases of new passenger rolling stock were typically funded by the trio of original bank-owned rolling stock companies ( ROSCOs) through facilities provided by their parent banks. The three ROSCOs— Angel Trains, Eversholt Rail and Porterbrook Leasing—were established at privatisation and, after a sequence of ownership changes, each ultimately came under bank control. The Royal Bank of Scotland took control of Angel Trains, HSBC acquired Eversholt Rail, and Abbey National (subsequently Santander) bought Porterbrook Leasing. Between 2008 and 2010, those banks sold the companies to a range of investors, thereby diversifying ownership beyond the banking groups. Since the disposal of the ROSCOs by their bank owners, and with other rolling stock lessors and new financiers also entering the market, passenger rolling stock lessors have generally sourced funding for fleet purchases from the wider debt and capital markets rather than solely from...
What is the background to the Open Banking concept? Although retail banking has seen significant technological progress over recent decades—from telephone services to online banking—the fundamental business model has arguably changed very little at its core. Even as more customers move away from branch-based interactions towards newer channels, the industry still largely revolves around accepting deposits and providing loans. In addition, the historically ‘closed’ banking ecosystem has consistently retained control of customers and, critically, their data. Against this backdrop, legal and regulatory shifts have brought about the concept of ‘ Open Banking’. These changes were introduced in the UK at the same time on 13 January 2018, and include: the implementation of the recast European Payment Services Directive ( Directive 2015/2366/ EU) ( PSD2), which replaced the original Payment Services Directive. PSD2 has a broader scope than the PSD and covers two forms of...
This Practice Note explains open banking and relevant legal and commercial issues. It covers: Background The open banking standard Third party providers and authorisation Applicable law and regulations Contracting for open banking Effectiveness of implementation Key developments Open banking refers to deploying application programming interfaces ( APIs) to aggregate data and permit third parties to access (principally) current accounts with participating banks (and related data), subject to the account holder’s consent. A key aim of this access is to enable such third parties to design products and services for customers that are guided by the information they obtain and/or their ability, with the customer’s explicit consent, to initiate payments from in-scope accounts. The expectation is that these offerings, together with heightened customer awareness, will stimulate competition in the UK’s retail banking market. Open banking is closely linked to (and...
This Practice Note outlines the principal provisions of the National Security and Investment Act 2021 ( NSIA 2021) before addressing the consequences of the Act for finance transactions. The NSIA 2021 requires, in specified circumstances, a mandatory notification to the Secretary of State ahead of acquiring control of an entity, and grants the government powers to review proposed or completed acquisitions where national security issues may arise (the call-in power). The regime’s impact should be assessed on certain finance transactions, particularly when financing a purchase or taking security over assets or shares in certain sectors—see Mandatory notification below—or where the asset or entity may present national security sensitivities. The substantive provisions of the Act commenced on 4 January 2022. Note that the call-in power has retrospective effect—see What is the call-in power? below. Also note that the NSIA 2021 extends to, and applies...
What is the National Security and Investment Act 2021? The National Security and Investment Act 2021 ( NSIA 2021) brings in a UK mandatory notification system for deals in specified sectors to safeguard national security. Mandatory notification requirement — a duty on the buyer to inform the Secretary of State of a proposed acquisition of an entity in certain circumstances. Voluntary notification scheme — a buyer may choose to notify the Secretary of State about a proposed acquisition of an entity or asset; businesses and other bodies outside the mandatory scope may still submit a notification if they believe their trigger event could raise national security concerns. To guide that judgement, they can refer to the statutory statement on the exercise of the call-in power. Call-in power — allows the Secretary of State to scrutinise a proposed or completed...
What is the objective of the UK MAR? Regulation ( EU) 596/2014 (the EU Market Abuse Regulation) reshaped and reinforced the EU market abuse framework, extending its scope and imposing stiffer sanctions. From IP completion day (31 December 2020), the onshored version, Assimilated Regulation ( EU) 596/2014 (the UK Market Abuse Regulation), has applied in the UK. Divergence between the EU Market Abuse Regulation and UK MAR For a high-level overview of differences between the principal provisions of the EU Market Abuse Regulation and the UK Market Abuse Regulation, see Practice Note: Market Abuse Regulation—key provisions divergence table. What instruments does UK the UK Market Abuse Regulation apply to? The UK Market Abuse Regulation applies to financial instruments: admitted to trading on a regulated market in the UK, Gibraltar or the EU, or where an application for admission to trading has been made traded on a UK, Gibraltar or EU...
This Practice Note This Practice Note reviews the principal issues that can emerge on a loan portfolio sale and that are likely to matter to banking law practitioners handling large-scale loan (and other financial product) disposals. For an outline of the usual participants and the sale process in a loan portfolio transaction, see Practice Note: Introductory guide to loan portfolio sales, and for an overview of the legal documentation typically deployed, see Practice Note: Loan portfolio sales—legal documentation. For additional insight into matters that may arise on single asset debt trades, see Practice Note: Introductory guide to loan transfers. Buyers and sellers alike should also assess whether the EU regime on non‑performing loans in Directive ( EU) 2021/2167 and Implementing Regulation EU 2023/2083 is applicable. If it is, there will be specific supplementary obligations for buyers, sellers and ‘credit servicers’. There is, as yet, no...
This fundamentals note reviews the wide-ranging overhaul of the UK listing regime that came into force on 29 July 2024. It also outlines the core provisions affecting companies seeking, or already holding, a listing as described in the UK Listing Rules sourcebook, including: Equity shares (commercial companies) International commercial companies secondary listing Shell companies Transition category What is the background to the UK listing regime reforms? Post- Brexit, with scope to depart from EU capital markets rules, the government announced an independent review of the UK listing regime in November 2020. Led by Lord Hill, a former EU financial services commissioner, the review aimed to make the UK more attractive for IPOs and improve capital raising on UK markets. The UK Listing Review Report, released in March 2021, set out a series of...
This Practice Note: sets out what LIBOR is gives a concise overview of the developments influencing LIBOR in recent years and the anticipated forthcoming changes examines in depth the Wheatley review and the measures taken to carry out its recommendations—please note these sections cover historical developments and are not maintained For up-to-date developments concerning LIBOR, see LIBOR developments tracker [ Archived]. What is LIBOR? LIBOR (the London Inter- Bank Offered Rate) is the interest rate at which one bank (acting as lender) offers funds to another bank (as borrower) within the London inter-bank market. It is commonly employed as a benchmark across a wide range of finance transactions. From 1986 until 1 February 2014, LIBOR was administered by the British Bankers’ Association ( BBA) (since 1 July 2017, the BBA has been part of UK Finance). Rates overseen by the BBA were generally termed ‘ BBA LIBOR’ to...
In-house lawyers This Practice Note outlines resources within the Banking & Finance module that an in-house banking and finance lawyer may find helpful. It is aimed at lawyers in banks and other financial institutions and covers: lending security guarantees and comfort letters on demand guarantees/bonds and letters of credit set-off and netting It also addresses specialist finance areas: acquisition finance asset finance Islamic finance project finance real estate finance trade and commodity finance debt capital markets derivatives structured products and securitisation Technology in banking & finance transactions and Sustainable finance and ESG are included. For fuller detail on restructuring, refer to the Restructuring & Insolvency module. This Practice Note also points to other useful Banking & Finance module resources for in-house lawyers, including current awareness and keeping up to date, and cross border. Please also see...
Note on Public Procurement Post- Brexit The Implementation Period under the EU– UK Withdrawal Agreement ended at 11:00 pm GMT on 31 December 2020 ( IP Completion Day). From that point, the changes brought in by the Public Procurement ( Amendment etc) ( EU Exit) Regulations 2020, SI 2020/13/19, to EU-derived public procurement law took effect, except for the amendments in Regulations 7, 9, 11 and 16. This Practice Note has been revised to reflect these post- Brexit developments. The UK government has also released high-level post- Brexit procurement guidance, updated after IP Completion Day: Public procurement policy and Public-sector procurement. For more detail, see Practice Note: Brexit—the implications for public procurement [ Archived]. Scope of this Practice Note This Practice Note reviews the institutions and government departments responsible for delivering infrastructure projects in the UK—particularly public private partnerships ( PPP or P3), the private finance...
What does this Practice Note cover? Inflation derivatives serve as a key risk management tool, enabling participants to hedge effectively against fluctuations in inflation rates. The market is sizeable, well established and dates back to its earliest forms in the early 1980s. In 2014, the International Swaps and Derivatives Association ( ISDA) estimated the global non‑cleared inflation derivatives market at around US$3tn. In recent years, pronounced volatility and rising inflation across several major regions, including the UK, have drawn renewed attention to these instruments. This Practice Note summarises: what inflation derivatives are who uses inflation derivatives documentation product types, and future developments What are inflation derivatives? An inflation derivative is a financial contract used to pass the risk, or the potential benefits, of movements in inflation from one counterparty to another. These instruments trade both over‑the‑counter ( OTC) and on exchanges; this Practice Note focuses on the OTC market....
Popular documents
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 ]...
Discover more from LexisNexis
