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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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ARCHIVED: This Practice Note was archived and is not maintained. STOP PRESS: The UK’s prospectus framework, formerly grounded in the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 ( POATRs). Detailed requirements for admission to trading now sit within the Financial Conduct Authority ( FCA) admission rules. The FCA released its final rules ( PS25/9) on 15 July 2025, and the new regime took effect on 19 January 2026. In October 2025, the FCA’s Primary Market Bulletin 58 offered guidance on the timing and approval of prospectuses (and supplementary prospectuses), and confirmed that Listing Particulars have been removed as an admission document under the new framework. For more on the principal features of the POATRs relevant to debt capital markets, see The UK Prospectus...
On 11 June 2021, ISDA issued the 2021 ISDA Interest Rate Derivatives Definitions (the 2021 Definitions), intended to supersede the 2006 ISDA Definitions as the standard ISDA definitional text for cleared and non‑cleared interest rate derivatives. ISDA no longer maintains the 2006 ISDA Definitions. The 2021 Definitions were the first of what is expected to be many publications on ISDA’s new digital ‘online library’. Historically, ISDA’s definitional booklets were printed as hard‑copy booklets, with each change requiring a separate supplement (in the case of the 2006 ISDA Definitions, there were almost 100 by December 2022). Working through the booklets together with numerous standalone supplements was often a demanding exercise. With the new digital online library, ISDA will implement updates to the 2021 Definitions by releasing refreshed electronic versions, each bearing a publication date, which can be easily compared with any earlier...
ARCHIVED: This page is no longer maintained. It summarises UK legislative materials applicable to transactional securitisation work before 1 November 2024, spanning the UK Securitisation Regulation and its level 2 measures, relevant statutory instruments ( SIs) and EU Exit Instruments, alongside related proposals and consultations. Assimilated EU legislation 1 Assimilated Regulation ( EU) 2017/2402 ( UK Securitisation Regulation ) The Lexis®Library version available via the link referenced in the preceding column consolidates the amendments introduced by the Securitisation ( Amendment) ( EU Exit) Regulations 2019, SI 2019/660, and the Securities Financing Transactions, Securitisation and Miscellaneous Amendments ( EU Exit) Regulations 2020, SI 2020/1385. For a description of the onshoring of the EU Securitisation Regulation and associated level 2 measures under the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), and the changes made by SIs, see Practice Note: Impact of Brexit:...
Banking & Finance-key dates and future developments tracker: 2022 [ Archived] This Banking & Finance tracker of key dates and forthcoming developments is provided to help banking and finance lawyers monitor upcoming milestones, deadlines and horizon scanning. It also captures future changes from other Practice Areas where they are pertinent to banking and finance practitioners. Several other Practice Areas publish their own trackers too. Note that it does not attempt to cover every consultation on financial services regulation (including derivatives and capital markets). Rather, it spotlights those matters the Banking & Finance team regard as most relevant for practitioners and facility documentation. For fuller coverage of European Union ( EU) and US financial services regulatory change, see Practice Note: Trackers and Timelines-financial services. That resource lists in full all timelines issued by the Financial Services team. Those timelines follow, in detail,...
Relevant articles The Journal of International Banking and Finance Law provides a range of valuable pieces on the LIBOR transition for banking and finance lawyers, all accessible via this page... 1 January 2025 - Ending LIBOR: a landmark ruling on Tough Legacy contracts (2025) 1 JIBFL 14 Paul Sinclair KC, a barrister at Fountain Court Chambers, analyses the judgment in Standard Chartered PLC v Guaranty Nominees Ltd [2024] EWHC 2605 ( Comm). After synthetic LIBOR ceased in 2024, Standard Chartered asked the court to allow replacement of LIBOR with a comparable rate. The court held an implied term was necessary for commercial efficacy. It approved CME Term SOFR with a spread adjustment as an objective substitute for LIBOR, strengthening contractual certainty for future matters, and highlighted the value of the Financial Markets Test Case Scheme in...
Relevant news analysis ARCHIVED: This Practice Note is archived and no longer updated. The Lexis®PSL teams routinely publish commentary on the LIBOR transition, summarised in the list below. 20 December 2022 - Banking & Finance-2022 key developments round-up. This News Analysis compiles the key Banking & Finance developments from 2022 and looks forward to what may arise in 2023, spanning several areas, including the LIBOR transition. 6 December 2021 - Banking & Finance- LIBOR transition newsletter- November 2021. Welcome to the Lexis®PSL Banking & Finance LIBOR transition newsletter for November 2021, reviewing the latest global progress on the LIBOR transition. 9 November 2021 - Banking & Finance- LIBOR transition newsletter- October 2021. Welcome to the Lexis®PSL Banking & Finance LIBOR transition newsletter for October 2021, highlighting the most recent worldwide developments on the LIBOR transition over the past month. 6...
Best Practice Guide for Term Sheet Completeness The Loan Market Association and the European Leveraged Finance Association issued, in November 2020 and updated in 2021, a publication titled Best Practice Guide for Term Sheet Completeness, for use on leveraged finance transactions. The purpose of this Best Practice Guide is to support investors’ investment decision-making by ensuring leveraged finance term sheets set out as much detail as possible as to critical terms. Accordingly, the Best Practice Guide outlines a catalogue of provisions that investors have identified as materially significant to their investment choices. The Best Practice Guide assumes a sophisticated grasp of leveraged finance concepts and terminology. It sets out the terms that should be included and, for each term, provides a detailed series of bullet points identifying the matters the term sheet should address in relation to that specific term. This Practice Note lists out the...
Part 26A restructuring plans have been in place since 26 June 2020 (see Practice Notes: Part 26A restructuring plans: history, rationale and scope and Frequently asked questions ( FAQs) on the restructuring plan). For an in-depth review of key metrics from 2024 RPs and commentary from leading figures in the restructuring community, see News Analysis Market Insights Trend Report-trends in Part 26A restructuring plans in 2024. Case tracker Notable Part 26A restructuring plan ( RP) cases heard by the courts in England (and Scotland) include the following, shown with the most recent first: Waldorf Production UK Plc - 5 May 2026 (sanction hearing, second plan); Mr Justice Michael Green. Despite numerous objections from the dissenting creditor, HMRC, the court applied cross class cramdown and sanctioned the plan, thereby dismissing the challenge on jurisdiction to cram down HMRC: HMRC contended that where it had refused to...
This Practice Note is a primer on the LIBOR transition. It seeks to address the most common questions, clarify and contextualise essential terminology, and signpost readers to more in-depth resources... Other key materials on LIBOR transition are: LIBOR transition toolkit: an interactive guide for moving from LIBOR to risk-free rates, serving as a one-stop hub with links to Practice Notes, checklists, trackers, Q& As, useful Articles and News Analyses LIBOR developments tracker: sets out developments for each LIBOR currency Practice Note: Interest provisions in risk-free rate based loan agreements: guidance on drafting a loan agreement using risk-free rates ( RFR), compounded in arrears (eg SONIA, compounded in arrears) Practice Note: Term risk free rates in loan agreements: information on drafting a loan agreement based on term RFRs, with discussion of fallbacks to EURIBOR Practice Note: LIBOR...
What does this Practice Note cover? This Practice Note sets out information on the International Swaps and Derivatives Association ( ISDA) interbank offered rate ( IBOR) fallbacks to the 2006 ISDA Definitions and the related protocols, including the implications of adhering or not adhering. ISDA has released key documents enabling market participants in IBOR-referencing derivatives, including those tied to the London Interbank Offered Rate ( LIBOR), to update their ISDA Master Agreements (and, where relevant, non- ISDA documentation). These updates address the phased wind-down of IBORs and their move to risk-free rates that started at the end of 2021. ISDA’s publications include: IBOR Fallbacks Supplement and Regional IBOR Fallbacks Supplement to the 2006 ISDA Definitions ( Supplements 70 and 90) 2020 IBOR Fallbacks Protocol (2020 Protocol) 2021 Fallbacks Protocol (2021 Protocol) ISDA has also issued FAQs on IBOR fallback rate...
This Practice Note forms part of the Share purchase transaction collection. Both the buyer and the seller will need to make preparations for the conduct of due diligence, to ensure the process runs smoothly and does not unnecessarily hinder the progress of the transaction. Buyer: due diligence preparations Type and extent of due diligence The buyer must first decide which kinds of due diligence it wishes to conduct (legal, commercial, financial, tax, or other specialist due diligence such as actuarial). This will depend on the nature of the business and the circumstances of the transaction (including the outline deal terms set out in the heads of terms). The scope of due diligence might be narrowed, for instance, by time constraints (especially in a competitive bidding process) or by the fact that the buyer is able to avert transactional risk because it will seek to put...
This year’s yearly summary surveys the standout developments of 2017 and looks ahead to what 2018 has in prospect. Highlights include the LMA’s energetic activity on the documentation side, with fresh agreement templates, guidance notes and revised facility documentation; the establishment of a new industry body, UK Finance; publication of ECB guidance on highly leveraged deals; issuance of the new Insolvency Rules; and the Recast Regulation coming into force. Looking to 2018, multiple matters are set for appeal; the proposed Business Contract Terms ( Assignment of Receivables) Regulations 2017 are expected to return in an amended guise; and the Goods Mortgages Bill is anticipated to pass into law. Also covered are updates to Lexis Nexis® content, featuring notable developments from the last year and what is planned over the next twelve...
Banking & Finance Brexit Q& As Within Brexit, what exactly does the term ‘transition or implementation period’ specifically refer to? Could Brexit trigger a MAC clause contained within my facility agreement?......
This Practice Note outlines principal cases and linked material on fixed and floating charges. The matters are arranged by subject and include: The distinctive nature of fixed and floating charges Lender issues: fixed versus floating charges Crystallisation of floating charges Qualifying floating charges The distinctive nature of fixed and floating charges Names of parties: Re Yorkshire Woolcombers Association [1903] 2 Ch 284 Judgment date: 3 April 1903 Case summary: The court articulated the classic hallmarks of a floating charge: (i) security over a class of a company’s assets, present and future; (ii) a class which, in the company’s ordinary business, is expected to fluctuate; and (iii) an understanding that, until a future step is taken by or for those with an interest in the charge, the company may continue its business in the usual manner as regards the...
Development of the Loan Market Association ( LMA) documentation The initiative to create the LMA’s investment grade suite started in 1998, driven by market calls for a uniform syndicated facility agreement. The project emerged in response to market demand for a standardised syndicated facility agreement. Development of the LMA’s leveraged materials followed a comparable path: an initial facility agreement for leveraged acquisition finance transactions was released in 2004, with the recommended Intercreditor Agreement for leveraged acquisition finance (senior and mezzanine) issued in 2009. Since then, the LMA has continued to issue further precedents to reflect demand and changes in the market. There are now standard forms available for deals involving senior secured notes. In addition, there are forms for structures that feature both senior secured notes and high yield notes, recognising the significant volume of transactions financed in part or in full through high yield debt. The...
Sanctions Sanctions are temporary limits or bans set by governments that govern how their citizens and businesses interact with targeted countries or regimes. They are a tool of foreign policy and may apply to countries, regimes, organisations, individuals, and entities. Sanctions will typically either be aimed at doing so......
Step-by-step guide The protection purchaser ( Party A) and the protection vendor ( Party B) execute an ISDA Master Agreement, Schedule and confirmation to record a CDS. The CDS points to the reference entity. Within the confirmation, Party A and Party B both agree the trade will be settled by auction if a credit event occurs in relation to that reference entity. Party A undertakes to......
When a restructuring is pursued instead of commencing formal insolvency proceedings (see Practice Note: Benefits of informal restructuring over formal proceedings), the company will often aim to secure swift standstill commitments from relevant creditors to create breathing room to shape a restructuring plan. A standstill agreement is a contract between the company and its creditors that pauses enforcement action (see Precedent: Standstill agreement). Parties The debtor company will sign, typically alongside operating subsidiaries that hold significant assets, could be exposed to formal action or risk breaching financial covenants, and, in many cases, the ultimate parent company. Other participants usually include creditors and stakeholders critical to the company’s success, eg major customers, suppliers (if the company is a key client, helpful concessions might be secured) and the pensions trustee/regulator (where there is a substantial defined benefit pensions deficit). Who is invited to...
Need for new money For numerous companies encountering financial strain, the first and most common response is to secure extra liquidity to carry the business through a downturn in results and to sidestep a more formal restructuring or formal insolvency procedure. This can occur where the enterprise is believed to be sound at its core yet experiencing a temporary dip in trading conditions. Alternatively, the request for finance may serve as a short-term bridge, giving the company and its stakeholders breathing space to evaluate the business’s current viability and the merits of a restructuring. This Practice Note considers the potential forms that fresh funding can take and the related legal issues that may arise. Ways to fund In practice, fresh capital typically arrives in one of two forms: an equity injection—new or current shareholders acquiring additional shares in the company, or a new debt...
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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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