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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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Formulating an informal restructuring plan An informal restructuring may blend out-of-court measures with formal mechanisms to bind objecting parties, such as: schemes of arrangement Part 26A restructuring plan (see Practice Note: Part 26A restructuring plans: history, rationale and scope) pre-pack administrations company voluntary arrangements ( CVAs) US Chapter 11 proceedings Informal restructuring rationale Once a valuation of the company or group has been secured that identifies where the value breaks (see Practice Note: Where the value breaks and negotiating strength), it becomes apparent who genuinely has a seat at the negotiating table, and dissenters typically surface, often challenging the valuation itself. Where those dissenters sit near the value break, and the creditors who are in the money refuse to offer a small equity stake in the restructured entity or another incentive to win consent to an informal approach, parties often turn to one of the...
Investors in high yield paper are now exerting a far greater influence on restructurings. Historically, despite high yield instruments appearing in a number of sizeable European corporate capital stacks, talks around restructurings were largely led by senior banks and other syndicated lending groups. The key reason was that high yield notes were frequently unsecured, offering minimal, if any, return on a winding-up, in contrast to leveraged loans, which are commonly secured. As a result, high yield holders generally wielded little sway over restructuring discussions. Strategy and types of holders Following the 2008 global financial crisis, leveraged finance has shifted towards greater use of high yield bonds, in part due to tighter leveraged lending rules and guidelines for loans. Alongside buoyant M& A propelling market expansion, European issuers have often tapped the high yield market to replace senior, mezzanine and second-lien leveraged loans, opting to...
In a securitisation deal, a bank or other financial institution can assume several positions. The degree of an in‑house counsel’s engagement will be shaped by those functions and by the nature and complexity of the specific transaction. This Practice Note principally addresses ‘true sale’ securitisations issued under Regulation S of the Securities Act of 1933 (as amended), where there is a third‑party originator and the bank serves in an agency role. It highlights points to consider that are additional to, or distinct from, those relevant to a vanilla bond issue (see Practice Note: Tips and traps for in‑house lawyers—key issues in issuing syndicated vanilla bond issuances). Other considerations will apply to different securitisation structures, or where the bank or a bank affiliate originates or purchases the assets before they are...
On completion, the lender(s)’ solicitors are responsible for circulating the originals and providing copies of the key transaction documents to the appropriate parties. Distributing the original documents Following completion, the lawyers acting for the lender(s) should co‑ordinate all the original documentation. If completion did not occur at a physical meeting, the initial step is for the lawyers acting for the lender(s) to collect all original documents and signature pages from the various parties. Once the lawyers acting for the lender(s) are holding all the originals, they should: dispatch an original of each finance document to every party to the relevant document, ensuring any original finance documents that must be sent for registration (see Perfecting security) are retained send the original legal opinions to the......
ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note, now archived, focuses on and examines the impact of the end of the implementation period on facilities agreements. It discusses (or links to detailed information on) aspects such as: the stance adopted by the Loan Market Association ( LMA) concerning amendments to legislative references within its standard documents the general ramifications of the loss of passporting rights and what this entails for loan agreements in practice applicable governing law and jurisdiction clauses in facility agreements appropriate approaches to dealing with references to EU law in facility agreements whether contractual recognition of bail-in wording needs to be included as necessary to reflect Article 55 of Directive 2014/59/ EU, the Bank Recovery and Resolution Directive ( BRRD) implications for relevant...
Quick Look Brexit Financial Services Legislation Status Guide This guide sets out high-level information on the status of Regulation ( EU) 2016/1011 ( OJ L 171/1) (the EU Benchmarks Regulation) in UK law from 1 January 2021. For fuller detail, see Practice Note: Impact of Brexit: Benchmarks Regulation—quick guide [ Archived]... Across the implementation period starting on 1 January 2020 and ending on 31 January 2020 ( IP completion day), the EU Benchmarks Regulation applied directly in the UK in line with the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A 2020), and the Withdrawal Agreement between the UK and the EU... From 1 January 2021: The EU Benchmarks Regulation provisions, as adapted by statutory instruments ( SIs) made during the onshoring process under EU( W) A 2018, form part of EU...
After the transition period From 31 December 2020, the transition period ended. The UK is no longer regarded as an EU Member State and a range of Brexit SIs came into force. As a result, the core operative provisions of Regulation ( EU) 2015/848 ( OJ L141/19), the Recast Regulation on Insolvency, concerning automatic recognition fell away (see Practice Note: Brexit—impact on Recast Regulation on Insolvency), and EU Brussels I (recast) similarly ceased to apply. Accordingly, while jurisdiction to commence certain insolvency proceedings for overseas companies may still be available, achieving recognition of those proceedings across the remaining EU Member States may now be more difficult. Nevertheless, despite the loss of the main operative elements of the EU Recast Regulation on Insolvency, the UK and many EU Member States maintain sophisticated comity principles. Moreover, EU Rome I is largely unaffected and continues to...
The scope of the Poseidon Principles (the Principles ) Introduced in 2019, the Poseidon Principles acknowledge the pivotal part that financial institutions play in advancing responsible environmental governance and management across shipping finance. Drawing on the Equator Principles, they constitute a voluntary framework designed to steer the assessment and disclosure of the climate alignment of ship finance portfolios. The Principles apply to lenders, lessors and financial guarantors, including export credit agencies ( ECAs ), and signatories must implement them across all ‘ Business Activities’ that meet the following: credit products—such as bilateral and syndicated loans, club transactions and guarantees—secured by a ship mortgage, or a finance lease secured by title to a vessel, or unmortgaged ECA loans linked to a ship; cases where the ship(s) fall within the remit of the International Maritime Organisation ( IMO ), namely vessels above 5,000 gross tonnage that have a...
The Private Intermittent Securities and Capital Exchange System ( PISCES) is a five-year sandbox for financial market infrastructure, created to support periodic secondary dealing in the shares of private companies. Put in place under the Financial Services and Markets Act 2023 through the Private Intermittent Securities and Capital Exchange System Sandbox Regulations 2025 SI 2025/583 (the PISCES Regulations 2025), the regime aims to bridge the ‘liquidity gap’ between fully private capital markets and the UK’s public markets, including AIM and the London Stock Exchange’s Main Market for listed securities. The Financial Conduct Authority ( FCA) oversees and administers PISCES and, in June 2025, published its final rules for the sandbox within the PISCES Sourcebook ( PS), alongside consequential amendments to the FCA Handbook, as detailed in FCA Policy Statement PS25/6: Private Intermittent Securities and Capital Exchange System: Sandbox...
Step-by-step guide Party A and Party B execute an International Swaps and Derivatives Association ( ISDA) Master Agreement and Schedule, and mutually agree that their pay as you go inflation swap ( PAYG) will be recorded by means of an ISDA confirmation......
The P. R. I. M. E. Finance Arbitration Rules The P. R. I. M. E. Finance Arbitration Rules (the P. R. I. M. E. Finance Rules; the Rules) provide an arbitration framework with features tailored to the needs of the financial markets. The latest edition took effect on 1 January 2022, following a comprehensive 2021 review, and governs arbitrations begun on or after that date. The Rules also contain model clauses together with a model submission agreement. This Practice Note serves as an introduction to P. R. I. M. E. Finance and its Rules. P. R. I. M. E. Finance stands for the Panel of Recognised International Market Experts in Finance, an independent, not-for-profit foundation headquartered in The Hague. By convening these Experts, we aim to promote certainty and lessen risk across the global financial markets. We work to foresee where...
In 2021, the P. R. I. M. E. Finance Arbitration Rules were substantively updated, with the 2022 version taking effect on 1 January 2022, covering arbitrations filed from that date onwards (the P. R. I. M. E. Finance Rules; the Rules). They also contain model clauses and a standard-form submission agreement document. This Practice Note examines the authority of arbitral tribunals constituted under the P. R. I. M. E. Finance Rules. A tribunal holds a broad discretion to manage the proceedings as it deems most suitable, so long as the parties are treated equally and each is afforded a reasonable opportunity to present their case. When using that discretion, the tribunal must avoid unnecessary delay and cost and ensure a fair, proportionate and efficient mechanism for resolving the dispute (art 16.1). Place, location, language and rule of law Among other relevant matters, where the parties have not...
The P. R. I. M. E. Finance Arbitration Rules were updated in 2021, and the 2022 edition took effect on 1 January 2022, governing arbitrations initiated on or after that date (the P. R. I. M. E. Finance Rules; the Rules). The Rules also set out model clauses together with a model submission agreement for use by parties. This Practice Note reviews the treatment of costs under the P. R. I. M. E Finance Rules. The key provisions on costs are located expressly in Section VI of the P. R. I. M. E. Finance Rules as specified therein. Scope of costs The tribunal will determine the arbitration costs in a final award, a termination order, or any other decision (art 48.1). Costs of the arbitration comprise (art 48.2): the arbitral tribunal’s fees and charges (art 49) reasonable expenses of the arbitrators, including any applicable value added or sales tax...
Revised in 2021, the P. R. I. M. E. Finance Arbitration Rules were issued in a 2022 edition that took effect on 1 January 2022, governing arbitrations begun on or after that date (the P. R. I. M. E. Finance Rules; the Rules). The Rules also contain model clauses and a model submission agreement. This Practice Note addresses the appointment, challenge and replacement of the arbitral tribunal under the P. R. I. M. E. Finance Rules. The P. R. I. M. E. Finance Rules set out comprehensive provisions on nominating and appointing the tribunal. They further cover the constitution of a tribunal, arbitrators’ disclosure obligations, and the challenging and replacement of arbitrators. Composition of the arbitral tribunal Section III of the P. R. I. M. E. Finance Rules explains how an arbitrator or arbitral panel is to be appointed. It also prescribes the...
What are the key features of real estate finance? This Practice Note concentrates on what is commonly regarded as traditional real estate finance, ie borrowing against the income stream a property produces. At its most basic, traditional real estate finance is a facility advanced to a borrower and serviced, then repaid, from the rental receipts of the borrower’s property. ( Alternative routes to invest in real estate finance include sale and leaseback, real estate investment trusts, jersey property unit trusts and property derivatives. For further details, see: Methods of investing in real estate—overview). Real estate finance arrangements will generally be categorised as either investment finance or development finance, depending on whether the asset is acquired as an investment (ie it is already producing income) or acquired for development. For more information, see Practice Notes: Real estate...
For the purposes of this note, it is assumed that: This Practice Note outlines the actions overseas entities must follow when owning, buying or disposing of land to meet the requirements of the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022). It should be read alongside Practice Note: Overseas entities and land under the Economic Crime ( Transparency and Enforcement) Act 2022—property registration and restrictions. the relevant land amounts to a qualifying estate for the purposes of EC( TE) A 2022 where an overseas entity already owns the land, title was entered further to an application to HM Land Registry ( HMLR) on or after 1 January 1999 the body in question is an overseas entity for the purposes of EC( TE) A 2022 references to: the ROE mean the register kept under EC( TE) A 2022, s 3;...
This Practice Note sets out how issuers make payments on debt securities to investors. It also covers day count fractions and the conventions for business days in detail. Over time, the debt securities markets have fashioned an infrastructure that enables payments on the securities to pass from issuers to holders. It accommodates differing legal jurisdictions and time zones worldwide, supports multiple currencies, and aligns with a range of payment conventions as appropriate. The arrangements for paying amounts on debt securities operate within ordinary banking systems and, in parallel, outside them through central securities depositories ( CSDs ) and custodians. For further information on debt securities market infrastructure, see Practice Note: UK Debt securities—trading, settlement and custody for reference. Payments on global securities Debt securities can in principle be held in either global or definitive form (see Practice Notes: Form of debt...
This Practice Note examines the principal features of an operating lease and the main benefits of this type of lease when contrasted with a finance or capital lease: for further detail on finance leases, see Practice Note: Finance Leases for an outline of the key traits of operating and finance leases, see Practice Note: Lease finance structures for details on other possible structures, see Practice Note: Alternative Leasing Structures Characteristics of an operating lease Under FRS 102 ( The Financial Reporting Standard applicable in the UK and Republic of Ireland), a lease is classified as an operating lease if it does not transfer substantially all risks and rewards incidental to ownership. In short, any lease that is not a finance lease will be an operating lease. This may occur where the asset is hired on successive short terms that each amount to...
Operating leases Under FRS 102 ( The Financial Reporting Standard applicable in the UK and Republic of Ireland), a lease is regarded as an operating lease where it does not pass substantially all risks and rewards incidental to ownership of the underlying asset to the lessee during the arrangement. A pure operating lease gives the lessee the right to use an asset for the lease term in exchange for rent paid to the lessor during that period. When the term ends, the lessee must hand the asset back to the lessor and holds no continuing legal or economic stake in its residual value thereafter. For an operating lease, exposure to asset or equipment risk sits with the lessor, not the lessee, for the duration of the lease term, which is typically for a period of less than ten years throughout the...
For additional hands-on guidance on key legal matters in the wind sector, also consult the textbook Wind: Projects and Transactions. What is onshore wind? Onshore wind describes turbines sited on land. These machines convert the kinetic energy of moving air (wind) into electrical power. In essence, they turn wind energy into electrical generation. The configuration and height of each turbine influence output. Wind turbines components Turbines use blades that spin about a hub linked to the nacelle at the top of a steel tower, high above the ground. Most feature three blades rotating about a horizontal axis. Two‑bladed variants exist, generally at smaller scale. Horizontal‑axis machines account for most of the sector; they extract more electricity from a given wind resource, though they are less effective in turbulent conditions that can reduce performance. Figure 1—an example of horizontal‑axis turbines (source: WSP)....
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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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