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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 document is archived and no longer maintained This Practice Note summarises at a high level Assimilated Regulation ( EU) 2017/2402, known as the UK Securitisation Regulation. It is supported by the following measures: Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation), which adjusts the regulatory capital treatment under Assimilated Regulation ( EU) 575/2013 ( UK CRR) for both STS and non‑ STS securitisation exposures held by credit institutions and investment firms. Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation), which aligns the capital treatment under Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) for STS positions held by insurers and reinsurers with the UK CRR treatment of STS positions held by credit institutions and investment firms. For details on the UK CRR Amendment Regulation and the UK...
ARCHIVED: This Practice Note is archived and is no longer maintained. It sets out information on Assimilated Regulation ( EU) 2017/2402 ( UK Securitisation Regulation). The UK securitisation regime— UK Securitisation Regulation and related legislation The key instruments forming the UK securitisation regime are: the UK Securitisation Regulation Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation), which renders the capital treatment of securitisations for banks and investment firms under Assimilated Regulation ( EU) 575/2013 ( UK CRR) more risk-sensitive and better able to reflect the specific features of STS securitisations Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation), which amends Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) to ensure alignment and consistency with the UK Securitisation Regulation and the UK CRR Amendment...
STOP PRESS On 17 February 2026, the FCA and PRA issued consultation papers— CP26/6 ( Rules for reforming the UK Securitisation Framework) and CP2/26 ( Reforms to securitisation requirements), respectively—setting out proposed reforms to the UK securitisation framework. The proposals include, among other matters, simplifying due diligence obligations and streamlining transparency requirements. Responses to both consultations are due by 18 May 2026. The FCA plans to make final rules in H2 2026. The PRA proposes an implementation date for changes arising from its consultation in Q2 2027. This Practice Note sets out the legislative and regulatory framework for UK securitisations with effect from 1 November 2024. Background and legislative and regulatory framework Repeal of the UK Securitisation Regulation On 1 November 2024, the assimilated EU Securitisation Regulation ( EU) 2017/2402 (the UK Securitisation Regulation) ceased to apply in the UK, and new...
The UK securitisation framework From IP completion day (30 December 2020), the UK applies the following: Assimilated Regulation ( EU) 2017/2402 (the UK Securitisation Regulation) Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation) Assimilated Regulation ( EU) 575/2013 ( UK CRR) Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation) Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) The UK government has undertaken a significant reform of the securitisation regime. For more on the proposed legal and regulatory framework for UK securitisations, see Practice Note: The new UK securitisation regime. The PRA’s supervisory statement SS10/18— Securitisation: General requirements and capital framework, updated by the PRA’s policy statement PS7/24— Securitisation: General requirements and also effective from 1 November 2024, sets out the PRA’s...
Rationale Securitisation is the transfer of sizeable portfolios of income‑generating assets to a special purpose vehicle ( SPV). The SPV finances the purchase price by issuing interest‑bearing securities—commonly termed ‘bonds’ or ‘notes’—into the capital markets. These securities benefit from security over the assets and/or the cashflows they produce (the ‘receivables’). Cashflows from the receivables are applied to pay interest and to repay principal on the securities. Types of receivables that can be securitised include: mortgage payments bank loan repayments lease/rental payments credit card repayments insurance premium payments Benefits of securitisation include: cheaper borrowing—the SPV may achieve a higher credit rating than the debtor company (originator). Either the obligors for the receivables carry a stronger rating than the originator, or credit rating agencies may find it simpler to rate a single asset (the receivables) rather than the...
This Practice Note reviews the nature and objectives of stabilisation, the way stabilisation is conducted, the potential offences that may arise when performing stabilisation, and the availability of the safe harbour under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) No 596/2014) and the UK Buy-back and Stabilisation Regulation ( Assimilated Regulation ( EU) 2016/1052, which supplements the Market Abuse Regulation by setting regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures). For commentary on the stamp duty and stamp duty reserve tax consequences of a stabilisation transaction, see Practice Note: Stamp duty and SDRT implications of stabilisation transactions, including the over-allotment or greenshoe option (a subscription to Lexis+® UK Tax will be required). What is stabilisation? Stabilisation is, at its core, the artificial intervention in the market price of securities to keep the price at a chosen level and...
Introduction This Practice Note is one of two that set out an overview of the processes, law and regulation that govern how the clearing and settlement of securities operates within the UK. This Practice Note concentrates specifically on the clearing aspect of the overall process. For further information concerning the settlement aspect of the process, see Practice Note: Clearing and settlement of securities—settlement. Background to clearing and settlement ‘ Clearing and settlement’ is the term commonly used to describe the post‑trade process that follows the agreement of a trade in a financial instrument, under which the obligations of each party to that trade are first confirmed, and then fulfilled. A transaction in securities will ordinarily proceed through the following stages: confirmation of the trade clearing, and settlement The first two stages are outlined in greater detail below. The third stage is addressed in...
This Practice Note offers an overview of international sanctions regimes. It clarifies what sanctions mean, differentiates between financial sanctions and trade sanctions, and outlines the distinct legal frameworks through which international sanctions are imposed, including UN sanctions, UK domestic sanctions and EU sanctions. It also describes how sanctions are enforced and how, in the UK, penalties for breaching sanctions are applied. What are sanctions? Sanctions are temporary restrictions or bans put in place by governments that govern how their nationals and entities deal with sanctioned states or regimes. They may, for instance, forbid particular categories of goods from being exported to, or imported from, a sanctioned country, or designate individuals, companies or vessels in that jurisdiction with whom business is prohibited. In some situations, specific activities can be authorised under a licence issued by the competent...
UK real estate investment trusts ( UK REITs) The UK regime for real estate investment trusts ( REITs, termed UK REITs in statute) took effect on 1 January 2007. There are now in excess of 150 REITs, several of which moved into the structure when the framework first commenced. Those early adopters have since been joined by many more participants owing to revisions to the entry criteria, in particular the following: the removal of the entry charge; permission for REITs to invest in other REITs; and a relaxation of the listing condition so that companies without a formal listing, but admitted to trading and actually traded on a recognised stock exchange (for example on markets such as AIM), can also qualify. Further amendments have been introduced to the REIT rules in recent years with the stated intention of making the regime more...
What are covered bonds? Covered bonds are asset-backed securities ( ABS) with distinctive features: Issuer – they are brought to market by banks or other mortgage lenders Collateral – they are secured against a pool of mortgages or public sector indebtedness (the asset pool) Dynamic asset pool – the pool is maintained on a dynamic basis so that repaid or defaulted assets are replaced with new ones Dual recourse – bondholders have claims on both the issuer and the asset pool Statutory and regulatory regime – issuance takes place under a statutory and/or regulatory framework that ensures: the asset pool is segregated from the issuer’s other assets the pool is sufficient to cover repayment of the covered bonds ...
What are CCPs and what do they do? A central counterparty ( CCP) is a kind of financial institution, often called a clearing house, that enables the clearing of both over‑the‑counter ( OTC) derivatives and exchange‑traded derivatives ( ETDs) in financial markets. CCPs fall within the category of financial market infrastructures ( FMIs) within financial markets. A derivative is a financial instrument whose worth is set by reference to, and thus derived from, an underlying asset, index, rate, reference point or risk, commonly termed the underlying asset or simply the underlying. Derivatives are bilateral contracts that shift some or all of the economic risk and return tied to the underlying from one counterparty to another, without any immediate delivery of the underlying item. For OTC derivatives, terms are negotiated directly between the parties themselves, or at times arranged via a broker acting as...
Many of the covenants commonly found in a standard syndicated loan facility will, in one guise or another, be relevant to a real estate finance development deal. For background on those undertakings—what they are and why lenders require them—see Practice Note: Covenants. In a development facility, the borrower draws funds not only to acquire the site but also to carry out the build. Consequently, the bulk of covenants used in a real estate finance investment facility are equally applicable to a development facility, albeit with variations and further undertakings to address the development aspects of the transaction. For further discussion of covenants in investment facilities, see Practice Note: Real estate finance—covenants in investment facilities. This Practice Note focuses on the particular undertakings that are typically seen in a real estate finance development...
ARCHIVED: This Practice Note has been archived and is not maintained. The UK’s public procurement framework originates from EU procurement rules and is therefore affected by Brexit. On 31 January 2020 (exit day), the UK ceased to be an EU Member State and its relationship with the EU became governed by the Withdrawal Agreement, which commenced on 1 February 2020 (see below). For background analysis, see: Exit day—the practice area/sector view. The Withdrawal Agreement set out transitional measures, creating a transition (described in UK implementing legislation as the implementation period) from exit day until 31 December 2020 ( IP completion day). During this timeframe, the UK continued to be treated as a Member State for many purposes, including public procurement. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (save to the...
BREXIT: At 11pm ( GMT) on 31 December 2020 (‘ IP completion day’), the transition/implementation phase that followed the UK’s exit from the EU came formally to a close. From IP completion day onwards, principal transitional measures cease and notable alterations start to apply across the UK’s wider legal framework. This note offers clear guidance on areas affected by these developments. Before you proceed with your research, please consult: Brexit and financial services: materials on the post‑ Brexit UK/ EU regulatory regime. The PRA's powers The Financial Services Act 2012 ( FSA 2012) obtained Royal Assent on 19 December 2012. Largely effective from 1 April 2013, it overhauled the UK’s regulatory architecture so that the Bank regained core aspects of its supervisory and oversight functions regarding prudential and capital standards for deposit-takers, larger, systemically important financial services firms, and insurance...
ARCHIVED: This Practice Note is archived and not being maintained at present or updated further. 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 (the POATRs), with granular admission-to-trading requirements now set out in the Financial Conduct Authority ( FCA) admission rules. The FCA issued its final rules on 15 July 2025. Those final rules took legal effect on 19 January 2026. In October 2025, the FCA released Primary Market Bulletin 58 which, among other matters, provided guidance on both the timing and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the principal features of the new POATRs framework relevant to the debt capital markets, see Practice Note: The UK...
ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK’s prospectus regime, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 ( POATRs), with all detailed admission to trading requirements now contained in the Financial Conduct Authority ( FCA) admission rules. The FCA published its final rules on 15 July 2025, which took effect on 19 January 2026. In October 2025, the FCA issued Primary Market Bulletin 58 which, among other matters, offered guidance on the timetable and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the key aspects of the POATRs relevant to debt capital markets, see Practice Note: The UK Prospectus...
This Practice Note provides an overview of the aims, character and breadth of the structured due diligence process that a potential buyer customarily undertakes in connection with the acquisition of shares in a private limited company, or the purchase of a business together with its assets (the target)... Purpose and initial considerations for the buyer Purpose of due diligence For any share or asset deal, the buyer begins, at the outset, from the long‑standing principle of caveat emptor (let the buyer beware)... As the seller is not obliged to reveal defects in, or liabilities attaching to, the target, the buyer must carry out its own independent enquiries and verification... Accordingly, it will appoint advisers to perform thorough commercial, legal, tax, financial or other due diligence and to produce reports identifying material issues arising from their review... From the buyer’s standpoint, the core purpose of due diligence is the...
This Practice Note aims to: offer hands-on guidance to private equity ( PE) firms and other funds seeking to purchase a distressed or insolvent company set out practical pointers for PE firms in their capacity as shareholders of a distressed or insolvent business outline a PE firm’s standing across the main corporate insolvency and restructuring scenarios advise on steps a PE firm can take to maximise its position if a company becomes distressed In the wake of the 2007/08 credit crunch, when M& A activity was scarce, PE funds—special situations vehicles included—turned to buying distressed businesses, aiming to revive them and fold them into their portfolios. This form of distressed investing is counter-cyclical and can help diversify risk within a portfolio. Existing PE shareholders, however, should appreciate the dangers if a portfolio company moves into the ‘zone of insolvency’. In ordinary trading, creditors’ and...
This Practice Note outlines high-level details of the prudential capital framework that applies to UK banks and building societies, as well as to large, systemically important investment firms designated by the Prudential Regulation Authority ( PRA) under Article 3 of the Financial Services and Markets Act 2000 ( PRA-regulated Activities) Order, SI 2013/556. The requirements are contained in: the onshored Capital Requirements Regulation, Retained Regulation ( EU) 575/2013 ( UK CRR), and associated technical standards—for information, see Practice Note: UK Capital Requirements Regulation ( UK CRR)—technical standards [ Archived] PRA Supervisory Statements ( SSs), and the PRA Rulebook In the PRA Rulebook, banks, building societies and designated investment firms are collectively termed ‘ CRR firms’. For information on the regulatory capital requirements applying to non-designated UK investment firms, see Practice Note: The UK investment firms prudential regime (...
Public–private partnerships ( PPPs) remain an important element of UK infrastructure delivery, making up around 12% of public sector assets. Nevertheless, their application to new projects has declined sharply. In the 2018 Budget, presented on 29 October 2018, the government announced that PF2 would no longer be used for new projects (see News Analysis: Budget 2018—what does it mean for infrastructure and housebuilding?). The National Infrastructure Strategy of November 2020 also confirmed that the PFI/ PF2 model will not be reintroduced for forthcoming infrastructure schemes. That said, existing PFI and PF2 arrangements will continue, and given the typical length of these projects, they are expected to run for many years to come... The Original Private Finance Initiative Model The PPP form known as the Private Finance Initiative ( PFI), widely adopted and promoted by the UK Government from 1997 onwards, saw a rapid fall in use for new...
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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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