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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 outlines the fundamentals of artificial intelligence ( AI) and machine learning ( ML) technology. It includes: A brief history of AI and ML Why data matters How ML models are trained Categories of ML Factors when choosing or evaluating an ML algorithm Neural networks What deep learning means Typical neural network architectures Examples of other widely used ML algorithms Core challenges for AI and ML-transparency, explainability and bias Privacy and data protection Safeguarding AI technology This Practice Note does not address legal or regulatory matters arising from the use or development of AI or ML technologies. For more on these topics, see Practice Notes: Artificial intelligence-data protection Artificial intelligence- UK regulation and the National AI Strategy Artificial...
Relevant articles The Journal of International Banking and Finance Law ( JIBFL) offers numerous practical pieces for banking and finance lawyers that reference the LMA and its documents. This Practice Note sets out the principal articles of interest since 2015, arranged in reverse chronological order. 1 July 2025 - Layering it on thick: the evolution of the super senior intercreditor agreement (2025) 7 JIBFL 450. This piece reviews the LMA’s super senior/senior intercreditor agreement used in European direct lending. Although it has become the default template across most such deals in Europe, its provisions have steadily shifted since launch to accommodate financial sponsors pursuing increasingly intricate capital stacks to fund portfolio companies. The authors chart these changes and consider potential future tweaks. By Lee Federman, partner, and Mamoun Shafi, of counsel, Jones Day, London. 1...
Land contamination liabilities The principal liabilities linked to land contamination and water pollution are outlined below. Regulatory action: Part IIA contaminated land regime under the Environmental Protection Act 1990 ( EPA 1990); Environmental Damage Regulations— EDR ( England) SI 2015/810 and EDR ( Wales) SI 2009/995; anti‑pollution works notices under sections 161–161D of the Water Resources Act 1991 ( WRA 1991); Environmental Permitting Regulations 2016 ( EPR 2016), SI 2016/1154. Third‑party liabilities: Private and public nuisance claims; personal injury claims; negligent professional advice; misrepresentation; lease disputes. Contractual liabilities: Planning obligations and development conditions; agreements for lease disputes; licence to enter indemnity claims; remediation agreements; insurance policy disputes. Other liabilities: Clean‑up, investigation and monitoring costs; landfill tax; loss of property value; delay or aborted transactions; accounting provisions; negative publicity. For more detail, see the Practice Notes on land...
What does this Practice Note cover? This Practice Note offers an introduction to the principal London venues for listing and trading debt securities. It outlines the applicable regulatory framework and summarises, for each market, the key stages for listing and admission. It is not a detailed handbook for listing debt securities on these markets. For fuller guidance on listing debt securities on these markets, please refer to Practice Note: Guide to listing debt securities on the London Stock Exchange. This Practice Note delivers a high-level overview of the main available markets for listing debt securities in London. It signposts the regulatory framework governing listing and admissions to trading, explains the separate concepts of listing and admission to trading, the London Stock Exchange ( LSE) markets that are relevant in a debt capital markets context, and the process for listing and/or admission to trading on those...
Conflict in Ukraine news & analysis tracker—2022 [ Archived] ARCHIVED: This Practice Note is archived and no longer updated. It compiles news and commentary released across Lexis+® UK from 24 February 2022 relating to the conflict in Ukraine. For information on financial sanctions, see the Financial sanctions toolkit, which brings together Lexis+® UK resources offering insight and practical guidance on UK and international financial sanctions regimes. 22 December 2022 — Ukraine conflict— OFSI issues General Licences INT/2022/2469656, INT/2022/2470256, INT/2022/2470056 and INT/2022/2470156— LNB News 22/12/2022 41. HM Treasury’s Office of Financial Sanctions Implementation ( OFSI) has issued General Licences under Regulation 64 of the Russia ( Sanctions) ( EU Exit) Regulations 2019, SI 2019/855. The Licences give effect to the Oil Price Cap, curbing Russia’s access to excess oil revenues by limiting sales at global market prices, while allowing Russian oil to reach third...
Conflict in Ukraine news & analysis tracker—2023 [ Archived] ARCHIVED: This Practice Note is no longer active and is not being maintained. It compiled Lexis+® UK news and analysis from 2023 concerning the conflict in Ukraine. For current updates on sanctions tied to Russia and the Ukraine conflict in 2024 and thereafter, subscribe to our news alerts and weekly highlights. For developments from 2022, see Practice Note: Conflict in Ukraine news & analysis—tracker. For financial sanctions content, consult the Financial sanctions toolkit, which gathers Lexis+® UK Practical Guidance resources offering insight and practical guidance on UK and international financial sanctions regimes. 20 December 2023 — OFSI updates General Licence— Oil Price Cap INT/2022/2469656— LNB News 20/12/2023 57. The Office of Financial Sanctions Implementation has revised General Licence— Oil Price Cap INT/2022/2469656, first issued on 4 December 2022 and previously amended on 20 December 2023. The...
This Practice Note sets out Q& As on liability management exercises ( LMEs) and liability management transactions ( LMTs), with emphasis on loan and credit agreements. For discussion of liability management in respect of investment grade bonds, see Practice Note: Liability management of bonds. What is an LME? The label LME can cover several different concepts. In summary: For the purposes of this Practice Note alone, and for clarity: LMEs include LMTs; LMEs describe a borrower using flexibility in the finance documents (sometimes inadvertently granted by lenders) to reshape its capital structure, thereby obtaining additional and/or cheaper debt or lowering leverage; and LMEs do not involve any formal or court-led restructuring tools or processes (eg Part 26A restructuring plans ( RPs) or Part 26 Schemes of Arrangement) and are therefore a form of out of court restructuring. Commonly, the debtor and a small cadre of...
ESG denotes environmental, social and governance. Its role in real estate finance ( REF) is expanding as both lenders and borrowers pay closer attention to how funding and its application affect the wider community. In turn, ESG considerations can now directly shape borrowers’ duties within finance documents, while also informing lenders’ credit analysis and the pricing of debt... This Practice Note covers: the principal ESG initiatives and guidelines relevant to REF the minimum energy efficiency requirements for buildings the adoption of green loans and sustainability-linked loans in the REF market the main ESG due diligence points in REF transactions ESG clauses that apply in REF documentation greenwashing considerations Industry body initiatives and guidelines Multiple industry-led efforts have shaped, and continue to influence, this area of the REF landscape... Green loans and the Green Loan Principles ( GLP) Green loans comprise any form of loan...
Role The role of credit rating agents ( CRAs) is to deliver an independent, analytical view of the likelihood of payment default, by assessing multiple factors that guide investors on whether to commit to specific securities. Capital market investors are highly sensitive to risk, and some are constrained by their internal constitutional documents from investing in lower grade instruments. As a rule, the greater the investment risk, the higher the return (interest/coupon) demanded by investors. Ratings may apply to both the company issuing the instruments and the instruments themselves. An issuer’s debt can be rated apart from the issuer, for example where the issuer is a special purpose vehicle created solely for the issuance, or where the debt benefits from credit enhancements (eg a guarantee) that lift it above the issuer’s own standing rating. For example, the following can be rated: the issuer senior...
This Resource Note summarises the principal provisions of Chapter 4 of the Disclosure Guidance and Transparency Rules ( DTR 4), which addresses the periodic financial reporting duties for an issuer whose transferable securities are admitted to trading on a UK regulated market. It signposts pertinent commentary, analysis and materials to support the interpretation of, and deliver practical guidance on the application of, DTR 4. Materials considered in this Resource Note include, where applicable: the Financial Conduct Authority ( FCA) Handbook FCA guidance in its Knowledge Base— Procedural notes and Technical notes (which amount to formal guidance and are binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA's newsletter List!, where still relevant to the interpretation or application of a...
This Resource Note summarises the key provisions in Chapter 5 of the Disclosure Guidance and Transparency Rules ( DTR 5). It addresses the reporting duties of holders and issuers of interests in voting rights in an issuer whose shares are admitted to trading on a regulated or prescribed market in the United Kingdom. It signposts relevant commentary, analysis and resources to aid interpretation and provide practical guidance on applying DTR 5. Setting the scene Where relevant, the materials referenced include: the Financial Conduct Authority ( FCA) Handbook FCA Guidance in the FCA Knowledge Base— Procedural notes and Technical notes (which constitute formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to interpreting or applying a...
Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules ( DTR 2). Where relevant, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base— Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the...
This Resource Note signposts pertinent commentary, analysis and materials to help with interpreting, and to give practical direction on applying, Chapter 3 of the Disclosure Guidance and Transparency Rules ( DTR 3). Where appropriate, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural and Technical Notes (which are formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes, and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 3 provides guidance on certain notification duties of issuers, persons...
This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and...
This Practice Note This Practice Note collates relevant judgments on the National Security and Investment Act 2021 ( NSIA 2021) and monitors transactions where the UK government has stepped in on national security grounds......
This Practice Note sets out the function of a notary, the process for notarising a document, and the concept of legalisation. For further detailed guidance, consult the following Practice Notes: notaries notarisation legalisation We have assembled a comprehensive, interactive collection to assist users in identifying and navigating concepts and recurring issues arising on the execution of documents. Each stage includes Practical Guidance, Precedent Clauses and Q& As tailored to that phase. For more details, see: Execution collection. Notaries A notary is a qualified lawyer whose principal role is to authenticate and certify signatures and documents, whether intended for use overseas or as certified copies. Notaries also administer and take oaths and affirmations, and may undertake certain reserved activities under the Legal Services Act 2007, including commercial and property matters, as well as family and private client work (but not...
What is repo? A repo, the market shorthand for a 'repurchase transaction', is an arrangement whereby one party (the seller) sells an asset to another (the buyer) with a simultaneous contractual undertaking that the seller will repurchase the asset from the buyer on a future date for a specified price agreed between both parties in advance. Any asset capable of being transferred from one person to another may, in principle, be the subject of a repo transaction. The assets most commonly used in repos are debt securities (bonds), equity securities (shares) and other financial assets, including loans and commodities. However, commodity repos can raise distinctive documentary, structural and legal issues, which are not addressed in this Practice Note. For guidance on commodity repos, see Practice Note: Commodity repo transactions and true sale considerations......
All lending arrangements rely upon the borrower’s solvency and its capacity to meet its financial obligations under the arrangement. A receivables financing facility follows exactly the same principle too......
Under English law, a pledge constitutes one of the four recognised forms of security—the forms are outlined in Practice Note: Types of security. For an overview intended as an introduction to security, consult Practice Note: Introductory guide to security in a lending transaction......
This Practice Note This Practice Note examines the principal matters that may arise when engaging with a local authority in England in a commercial finance transaction in practice. It outlines the kinds of steps a local authority might take in a standard commercial funding arrangement and assesses the capacity and authority of local authorities when undertaking those steps. It also reviews common representations and warranties provided by local authorities and other authority-specific points to address when dealing with a local authority in a commercial finance transaction, including their power to invest and Wednesbury unreasonableness as well. Note that this Practice Note deals with commercial finance supplied to local authorities. It does not address other funding sources, such as grants available to local authorities, which fall outside the scope of this Practice Note. It also does not extend to local authorities in Wales. The main...
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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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