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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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This Practice Note sets out information on sustainability-linked loans ( SLLs) and the key points to address when drafting and negotiating a sustainability-linked loan agreement. It centres on the Sustainability- Linked Loan Principles ( SLLPs) issued by the Loan Market Association ( LMA), the Asia Pacific Loan Market Association ( APLMA) and the Loan Syndications and Trading Association ( LSTA), as periodically updated. For an introductory overview of sustainable finance for transactional banking and finance lawyers, see Practice Note: Introductory guide to sustainable finance for banking and finance lawyers—this outlines the core concepts and challenges in sustainable finance and summarises the regulatory landscape at a high level. See Types of ESG finance—overview for materials on other ESG financing, including green loans and bonds, social loans and sustainability-linked derivatives... What is meant by a...
This Practice Note outlines the features of superyacht sale and purchase that diverge from transactions involving commercial ships. For broader guidance on commercial vessels, see Practice Note: Sale and purchase of second-hand vessels. Yacht builders typically table their own standard construction agreement, or the parties may settle a bespoke build contract. For shipbuilding of other vessel types, see Practice Note: Shipbuilding contracts. The focus here is the sale of a completed or second-hand superyacht, very often arranged through a yacht broker. Across Europe, the predominant contract for second-hand superyachts is the standard sale form (see The MYBA form below). That template adopts a caveat emptor approach, placing the burden on the buyer to undertake due diligence. Following completion, the buyer’s selection of flag for registration and the ownership vehicle should reflect the owner’s convenience, intended use of the yacht and exposure to...
Introduction This Practice Note summarises key aspects of English insurance law, how they relate specifically to yachts, and the developments introduced on commencement of the Insurance Act 2015 ( IA 2015). For fuller guidance on the fundamental rules that underpin any insurance contract, see Practice Note: General principles of insurance contract law. For an outline of marine insurance across all categories of vessel, see Practice Note: Marine insurance—general principles. The relevant legislation The Marine Insurance Act 1906 ( MIA 1906) continues to govern questions of yachting insurance, but its provisions have been revised and built upon by the Consumer Insurance ( Disclosure and Representations) Act 2012 ( CI( DR) A 2012) and the IA 2015. Smaller yachts and pleasure craft, usually owned by individuals, will typically come within CI( DR) A 2012, which safeguards consumer insureds by substituting the duty of utmost good faith with an...
This Practice Note sets out an overview of the principal issues that should be taken into account in respect of superyacht finance. Whilst, in principle, the legal framework supporting yacht finance mirrors that for any other ship, practical approaches differ considerably when set against mainstream ship finance. A widely accepted description of a ‘superyacht’ is a luxury vessel (motor or sail) exceeding 24 metres (79 feet) in length. Lenders will finance acquisitions of pre-owned yachts, construction projects (both pre- and/or post-delivery stages), and refit works. Facilities may therefore support second-hand purchases, new-builds at various stages, and comprehensive yacht refits. The borrower is very often an offshore, single-purpose vehicle ( SPV). Dedicated yacht financiers are typically private banks or the private wealth arms of large international banks, which commonly seek a personal guarantee from the high net worth client who is the ultimate...
This Practice Note outlines the principal factors that an Obligor ought to weigh carefully when choosing an appropriate structure for the issuance of Sukuk, the core documentation linked to those structures, and the key provisions that would ordinarily be incorporated into such documentation. It also explains in brief the forces underpinning the Sukuk market’s prominence in recent years, together with the legislative developments that have driven such growth in the market. For more detail on Sukuk transactions and the background to the transaction structures described below, see Practice Note: The structure and elements of a Sukuk transaction. Form of transactions Sukuk instruments allow holders to obtain direct or indirect ownership of an underlying asset or a pool of assets, while not requiring the payment of interest. They have been defined by the Accounting and Auditing Organisation for Islamic Finance Institutions ( AAOIFI) as...
Shari’a-compliant financing arrangements Shari’a‑compliant financing arrangements, otherwise described as Islamic financing arrangements, can be structured in a number of ways. To cater for the direct tax analysis of Shari’a financing variants, the UK has put in place specific provisions known as the alternative finance arrangement rules. The purpose of these UK rules is to ensure that, for direct tax purposes, a qualifying Shari’a‑compliant financing is taxed in the same manner as an equivalent conventional financing arrangement. Achieving that parity depends upon the arrangements meeting the relevant statutory conditions prescribed for alternative finance arrangements in the applicable legislation. Currently, the regime extends to five distinct categories of financing arrangement. Importantly, the direct tax framework for alternative finance is not limited solely to Islamic financing; non‑ Shari’a structures can, in principle, be brought within its scope as well. Among the five categories is the...
When/why would a lender or a borrower want to substitute security in a real estate finance ( REF) transaction? The choice by a lender or borrower to replace security in a REF deal will typically be shaped by the borrower’s business, the character of its property investments, and the current economic environment. The two most frequent situations are: where the lender has security over a property portfolio and has agreed, in the loan and security documents, a mechanism enabling assets within the charged pool to be swapped for alternative properties where the borrower manages a business with a fluid investment portfolio—for instance, an investment fund—so it faces commercial pressure to act quickly on purchases or sales, and therefore seeks, under its financing and security arrangements, the flexibility to dispose of properties and replace them with new...
Overview Rain that falls, along with other forms of water, is intercepted as it travels through the hydrological cycle and put to work to produce electricity for consumption. This can be realised in a number of distinct ways, for example by tapping a river’s inherent force as it drops from upland terrain down to sea level across distance and gradient, or by building a dam and reservoir; in both arrangements, purpose-built, appropriately installed turbines and generators serve as the means of converting energy into power. Because water is not a finite global commodity and is not consumed while energy is produced as it moves downstream, hydropower is classed as renewable energy. Owing to fluctuations in seasonal flows, water availability, and landscape and geography by specific location, however, hydropower can be difficult to rely on as dependable baseload supply for the grid, and more often...
STOP PRESS: EU securitisation regime— On 17 June 2025, the European Commission unveiled its highly anticipated review of the EU Securitisation Framework, alongside a comprehensive, wide-ranging legislative package proposing amendments to the EU Securitisation Regulation ( Regulation ( EU) 2017/2402), the EU Capital Requirements Regulation ( Regulation ( EU) No 575/2013), the EU Solvency II Delegated Regulation ( Commission Delegated Regulation ( EU) 2015/35) and the EU Liquidity Coverage Requirement Delegated Regulation ( Commission Delegated Regulation ( EU) 2015/61). Changes to the EU Securitisation Regulation cover, among other areas, risk retention, due diligence, disclosure, STS on-balance sheet securitisations and the meanings of public and private securitisation. Revisions to the Capital Requirements Regulation address, among other aspects, risk-sensitive capital requirements, robust and resilient securitisation positions and significant risk transfer tests. Additional consultations and amendments are expected as the EU legislative process...
Types of products that can be static or managed A transaction backed by a portfolio of assets can be labelled either ‘managed’ or ‘static’. In both cases, an initial pool is chosen at the start of the deal; however, in a static structure the assets remain unchanged, whereas in a managed structure some of the original holdings are likely to be replaced over the life of the transaction. What is a static transaction? In a static transaction, the collateral or underlying asset pool is set for the full term of the structured product. Put simply, the assets are picked at issuance and are not altered during the life of the deal. The main justification is cost efficiency: no active manager is needed once the deal is live, which avoids ongoing management fees. Cash collateralised debt obligations ( CDOs) or arbitrage synthetic CDOs can be...
Practice Note This Practice Note summarises key authorities and commentary relevant to practitioners in structured products and securitisation. The decisions are arranged by subject area and include: Insolvency and restructuring Bondholders binding and being bound by other stakeholders Interpretation of clauses Flip clauses Duty of care misrepresentation Notice of default Valuations Disclosure to investors Insolvency and restructuring Re ARM Asset Backed Securities SA [2014] 2 BCLC 364, [2014] EWHC 1097 ( Ch) 28 March 2014. The Luxembourg regulator, the Commission de Surveillance du Secteur Financier (the CSSF), sought the opening of liquidation proceedings under article 39 of the Luxembourg Law on Securitisation against a company incorporated in Luxembourg. However, following an application by the directors, the High Court appointed provisional liquidators on the basis that the company was insolvent and that its centre of main interests lay in England. The company’s registered office was in Luxembourg and its only business was issuing bonds to...
The nature and types of commodities Commodities come in various forms yet share defining traits. They are raw or barely processed materials typically used to make other products. Think of grains and cocoa turned into foodstuffs or agricultural outputs, or crude oil refined into petroleum products. Commodities may be traded on organised exchanges; for instance, the London Metal Exchange lists base metals. While many are suitable for exchange trading, most deals occur privately within the supply chain, even when prices are set by reference to an external commodity price index, which generally aligns with futures prices on exchanges. Commodities are fungible, meaning items of the same type can be swapped. They are often graded for quality and must satisfy minimum standards to be eligible for exchange trading. ' Softs' or agri-commodities, covering grains and other agricultural commodities (such as cocoa, coffee, soybeans, sugar and...
Types of special purpose vehicle and orphan trust The deployment of special purpose vehicle structures is widespread in aviation finance. They offer lenders several advantages, including tax benefits and a bankruptcy-remote platform for the financing. A special purpose vehicle ( SPV), also known as a single purpose company ( SPC), is a legal entity established for a limited aim; in aviation finance this is commonly to own an aircraft for a particular transaction. There are numerous forms of SPV used in aviation finance, with the principal categories being: subsidiary companies orphan trusts limited partnerships Each of these is considered below. The type of SPV selected will vary on a transaction-by-transaction basis. Subsidiary companies Subsidiary companies are typically limited liability companies incorporated in a tax-friendly jurisdiction......
What is solar thermal? Solar thermal describes collectors that capture the sun’s energy to produce hot water. Collectors are most commonly fitted to roofs, but they can also be placed on the ground, mounted on walls, or integrated within building components, i.e. shading devices, canopies, and similar elements. The heat produced is primarily used for domestic hot water and can also contribute to heating or provide warm air for buildings. It may additionally heat or pre-heat water for industrial processes, supply warm water for swimming pools, and drive a particular type of chiller for air conditioning. In the UK, given the available solar radiation (with a maximum of about 1 k W/m2) and its seasonal variation, solar systems cannot meet a building’s entire hot water demand at a viable cost. Consequently, storage buffers or supplementary heating systems are often needed. Solar thermal systems are...
Introduction and key benefits of solar As interest in renewable energy has surged over the last decade, solar projects have multiplied across the market. Among the two main technologies, photovoltaic ( PV) and concentrated solar power ( CSP), PV leads by a wide margin. Its relatively low capital outlay and rapid delivery schedules make PV schemes especially appealing to investors and sponsors in the energy sector. By end- April 2025, the UK’s installed solar PV capacity reached 18.1 GW, a 5.9% rise year on year. Solar PV now supplies around 11% of the UK’s electricity. In June 2025, the UK government released a solar roadmap outlining coordinated actions for government and industry to accelerate deployment of all forms of solar nationwide, with an ambition to reach 45–47 GW by 2030. The International Energy Agency’s Renewables 2024 report signals that, by the close of the...
This Practice Note This Practice Note offers a primer on social loans and serves as an initial introductory overview. It centres primarily on the Social Loan Principles ( SLP) produced by the Asian Pacific Loan Market Association, the Loan Market Association ( LMA) and the Loan Syndications and Trading Association, alongside the related guidance ( SLP guidance). It also highlights the associated SLP guidance. This Practice Note discusses: the meaning of a social loan and of ‘social projects’ in this context the four core elements of a social loan as described in the SLP framework what an external review involves and the different types available in the market principal drafting considerations to note whether separate tranches, refinancings and revolving credit facilities can qualify as social loans under these principles how social loans compare with green loans and...
This Practice Note outlines the principal deal structures for bond issues, private placements and loan facilities used in social housing finance in England. For further information on social housing finance transactions, see the following Practice Notes: Social housing entities entering into finance transactions The key financing terms in social housing finance Taking and enforcing security from social housing entities This Practice Note concentrates solely on private not-for-profit providers of social housing registered in England, referred to here as ‘ RPs’, as they account for the overwhelming majority of private debt finance raised to date by housing associations. It does not address providers of social housing registered in Wales. Social housing finance—typical funding principles In most cases, social housing finance is arranged as general corporate funding rather than funding earmarked for a particular project or development. Security is typically taken over social housing assets,...
ARCHIVED This Practice Note is archived and no longer maintained. It offers historical context and outlines concepts such as UK mini-bonds and the Order Book for Retail Bonds ( ORB). With the advent of the new UK prospectus regime, these concepts are being phased out or materially reformed. It is provided for background information only. For more on the new UK prospectus regime, see Practice Note: The UK Prospectus Regulation—essentials [ Archived]— Reform of the UK prospectus regime. Introduction Traditional debt capital markets Historically, large corporates have tapped the debt capital markets to raise funds from an investor base made up largely of investment funds, pension funds, insurance companies and other institutional investors. Consequently, debt capital markets transactions have typically been characterised by: substantial issue sizes—typically at least £50m (or the equivalent in another currency) and frequently above £100m uniform...
Loan market and developments Offer a concise summary of your jurisdiction’s loan market conditions and any notable recent developments. Singapore stands as a globally respected financial hub, underpinned by an English common law-based legal framework. Per the Monetary Authority of Singapore ( MAS), as at December 2024, roughly 132 commercial banks operated in Singapore, alongside numerous other financial institutions. Beyond domestic corporates, a wide range of regional businesses source funding from banks running their operations out of Singapore. Alongside lending, Singapore banks provide extensive services, spanning investment banking and treasury solutions. The MAS may require banks with sizeable retail footprints, and those deemed systemically important, to incorporate locally. Presently, seven banking groups are classified as systemically important, including three leading institutions headquartered in Singapore. Please outline any imminent legal changes or other factors that could influence the loan markets or the answers to the...
STOP PRESS: The Short Selling Regulations 2025 were finalised and released on 13 January 2025, accompanied by an explanatory memorandum. They replace the assimilated UK Short Selling Regulation and introduce a new statutory framework for regulating short selling in the UK, defining designated activities and granting the Financial Conduct Authority ( FCA) powers to make rules for those activities, as well as to intervene in exceptional circumstances. Certain elements took effect on 14 January 2025, with the remainder commencing on the date the UK Short Selling Regulation is revoked under the Financial Services and Markets Act 2023. In October 2025, the FCA published CP25/29, outlining proposals for a new Short Selling sourcebook and changes concerning, among other matters: position reporting covering arrangements lists of reportable shares market maker exemptions disclosures of aggregated net short positions ( ANSPs) The FCA also issued a derivations and changes table explaining how rules and guidance have been...
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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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