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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 month has brought: proposals from the Federal Executive to the Chamber of Senators to reform Mexico’s Competition Law (including merger control); annual technical adjustments to merger control thresholds in the Philippines and Tajikistan; an important update to Poland’s merger guidance removing notification obligations for extraterritorial joint ventures ( JVs) with no effect in the Polish market; and the publication of updated national merger guidelines in Saudi Arabia that clarify notification thresholds, explain the concept of control, set out exemptions for certain JVs, and confirm the validity period for clearance decisions. Mexico—changes to competition law presented by the Federal Executive On 24 April 2025, it was announced that the head of the Federal Executive had formally sent on to the Chamber of Senators the Initiative with a Draft Decree ( Draft Decree) to amend, add and repeal various provisions of the Federal Economic...
Monthly summary of international merger control developments for July/ August 2021 This month saw the issue of ‘warning letters’ in the United States where reviews could not be concluded within the 30‑day waiting period, the publication of proposals to amend the UK merger control regime, and the introduction of another gun‑jumping amnesty in Ukraine. United States— FTC to issue ‘warning letters’ where investigation incomplete after 30 day waiting period On 3 August 2021, Holly Vedova, Acting Director of the FTC’s Bureau of Competition, confirmed that the FTC has started dispatching standard form letters to merging parties whose deals the agency has been unable to fully assess within the HSR Act’s 30‑day waiting period. These ‘warning letters’ inform the parties that the inquiry is not yet finished and that, if they choose to complete the transaction, they proceed at their own...
This month brings revisions to notification thresholds in Slovakia, the launch of parliamentary steps to alter notification thresholds in Ukraine, and additional penalties for infringements of merger control rules. Slovakia—amendments to notification thresholds introduced Changes to Slovakia’s merger control framework have now taken effect, including an overhaul of the notification thresholds. The stand‑alone notification threshold for joint ventures ( JVs) has been abolished; previously a filing was required where one party generated at least €14m turnover in Slovakia (approximately US$16.9m) and another party posted worldwide turnover of at least €46m (approximately US$55.5m). Going forward, JVs will be reviewed under the general notification threshold and the threshold for acquisitions of control. Further updates effective today include: the phase II timetable will commence on the final day of the phase I review (ie upon referral to phase II), rather than when the parties are notified ...
This month brought the annual updates to merger control thresholds in the US, Canada, Argentina and Nicaragua, together with the publication of the Competition ( Amendment) Bill in Ireland and revised merger regulations in Israel. United States—revised thresholds announced The Federal Trade Commission has announced updated notification thresholds under the HSR Act merger control regime in the United States. In summary, a filing is required if either: the ‘size of transaction’ (ie the value of voting securities or assets to be held) is above US$101m (up from US$94.0m) and the ‘size of person’ thresholds are satisfied (ie one party’s worldwide turnover or assets is at least US$202m (up from US$188m) and another party’s worldwide turnover or assets is at least US$20.2m (up from US$18.8m)); or the ‘size of transaction’ (ie the value of voting securities or assets to be held) exceeds...
This month has brought, amongst other developments, changes to Ireland’s merger notification process, approval by the Italian Council of draft proposed competition law reforms (including amendments to Italy’s merger control regime), and the launch of a consultation in Switzerland to modernise, amongst other things, its merger control rules. Ireland—changes to the procedure for notifying mergers On 17 November 2021, Ireland’s Competition and Consumer Protection Commission ( CCPC) announced revisions to the procedure for notifying mergers and acquisitions to the CCPC. These take effect from 1 December 2021. In essence, there are five changes: Where a merger or acquisition concerns overlapping products or services (eg competitors combining), parties must, under sections 4.8, 4.9 and 4.10 of the revised Merger Notification Form, provide the names and email addresses of their top 20 largest customers, suppliers and competitors. This represents a fourfold increase from the previous top five...
This monthly round-up ( May 2022) reports that amendments to China’s Anti- Monopoly Law—covering, among other things, revisions to the merger control regime—have been enacted. It also notes a fresh consultation on additional proposed changes to China’s merger control thresholds, the publication of a draft bill in Finland to lower thresholds, the introduction of updated notification thresholds in Kosovo, and the resumption of Ukraine’s merger control review... EU— Commission launches consultation on proposed plans to streamline merger control procedures for non-problematic mergers On 6 May 2022, the Commission opened a consultation on a draft updated Merger Implementing Regulation (plus the notification forms: Form CO, Short Form CO, Form RS and Form RM) and a draft updated Notice on Simplified Procedure. Broaden and clarify the types of cases eligible for the simplified route Add refined safeguards so matters meriting deeper scrutiny do not proceed under the...
This month saw a substantial rise in the notification thresholds in the Philippines for a two-year period, cabinet approval of amendments to Germany’s merger control regime, and confirmation from the EU’s Competition Commissioner that referrals from Member States will be accepted even where national notification thresholds are not satisfied... Philippines—notification thresholds increased for two years For the next two years, transactions are exempt from the duty to notify the PCC where the deal value is below PHP 50 billion (approx. €870.9m/ US$1,026.6m). For reference, the threshold concerns whether the target has either annual turnover in, into and from the Philippines or assets in the Philippines in excess of PHP 50 billion. In addition, the PCC’s discretionary power to review sub‑threshold deals is paused for one year... Comment : The President has ratified the reform as part of economic stimulus following the coronavirus ( COVID-19) pandemic. The measure will...
This month has seen multiple merger control milestones: in Aruba, a new competition law featuring a merger control regime commenced; the Australian government published proposals to amend its merger regime; Belarus announced that revised thresholds will take effect on 7 July 2024; Egypt issued implementing regulations for its newly established pre-merger regime; and the UK adopted a new phase 2 merger review process. Aruba—new competition law enters into effect In Aruba, the Competition Regulation is now in force. It spans the three principal pillars of competition law, including merger control, and establishes a mandatory filing system. A deal must be notified where: the parties’ aggregate annual turnover is at least Afl 125m (approximately €64m/ US$69.3m); and at least two parties each generate turnover of Afl 15m (approximately €7.7m/ US$8.3m). There is also a duty to report where the participants hold a market share of 30% or more in...
This month brings yearly updates to merger control thresholds in Belarus, Columbia, Costa Rica, Ecuador, Kazakhstan, Mexico, Peru, Uzbekistan and the USA. Belarus—annual revision to notification thresholds The basic unit (the index underpinning the monetary notification thresholds) has risen. A transaction must now be notified in Belarus where: the worldwide assets of one party are BYN 16.8m (approximately €4.5m/ US$4.8m) (equivalent to 400,000 basic units), or the worldwide turnover of one party is BYN 33.6m (approximately €9.4m/ US$10.2m) (equivalent to 800,000 basic units), or one party is recorded in the state register of entities with a dominant market position or the state register of natural monopolies If the thresholds are satisfied, filing is compulsory. Completion should be paused until clearance is obtained. Comment: The adjustment to the notification thresholds occurs every year, reflecting the annual revaluation arising from the annual reassessment of the basic units. See further: Belarus merger...
In this January 2023 round-up, annual updates to merger control thresholds have occurred in Azerbaijan, Belarus, Columbia, Ecuador, Kazakhstan, Mexico, Peru and the USA... Azerbaijan—annual revision to notification thresholds The yearly uplift to the monthly calculation index (used to set the monetary notification thresholds) now applies. A filing in Azerbaijan is required where: the parties’ combined market share is above 35%, or either party holds a market share exceeding 35%, or the parties’ aggregate assets in Azerbaijan are at least AZN 25.875m (approximately €14.4m/ US$15.2m) (equal to 75,000 times the current monthly minimum wage, up from AZN 25.5m in 2022) If any threshold is met, notification is compulsory and completion must be paused until clearance is granted. Comment: this adjustment is made annually following the yearly review of the minimum wage. See further, Azerbaijan merger...
In recent weeks, authorities have unveiled reduced notification thresholds in the UK for additional markets touching on national security, parallel reductions in Zimbabwe, the commencement of the new simplified notification procedure in the Republic of Ireland, and a return in Guernsey and Jersey to separate competition authorities. UK—revised notification thresholds for additional national security sectors to be introduced The UK intends to amend the notification thresholds for certain further sectors with national security implications, specifically the development, production or research of: artificial intelligence cryptographic authentication advanced materials For these sectors alone, the 25% share of supply threshold will be modified so that it can be satisfied solely by the target’s activities, and the alternative target turnover threshold will be lowered to £1m (from £70m). The amendments are expected to take effect within the next two to three months. The UK government has also...
This month has brought into effect reduced notification thresholds in the UK for further markets with national security implications, the passing of legislation in Aruba to roll out a new merger control regime, as well as the release of updated guidelines in France that expand the scope of the simplified procedure. UK—revised notification thresholds for additional national security sectors enter into force The UK’s lower notification thresholds for certain additional sectors affecting national security are now in force. They apply to transactions in fields concerning the development, production or research into the following: artificial intelligence, cryptographic authentication, and advanced materials. For these sectors: the 25% share of supply threshold has been revised so that it may now be satisfied solely by the target’s activities, irrespective of the identity of the acquirer; and the target’s turnover threshold has been lowered to £1m (from...
This month brings news of a fresh mandatory FDI framework in the UK, interim rules rolled out in China, proposed tweaks to Slovakia’s notification thresholds, Georgia’s launch of a two-phase review process, and the possibility of uncapped fines in Indonesia. UK—new mandatory FDI regime proposed Draft legislation has been published in the UK to establish a compulsory FDI notification system, enabling the government to step into deals on national security grounds. The key elements are: Share acquisitions of 15% will be caught, with even smaller holdings within scope where there is ‘material influence’ Acquisitions of assets are covered, including land, tangible moveable property, and—capturing intellectual property—any idea, information, or technique with industrial, commercial or other economic value Sectors expected to fall under the mandatory regime include: civil nuclear, communications, data infrastructure, defence, energy, transport, AI, autonomous robotics, computing hardware,...
This month has seen changes to Germany’s merger control regime take effect (including revised thresholds), annual threshold adjustments in Canada, Mexico and Uzbekistan, the US confirming its yearly revision, and clarification on the application of the COMESA thresholds Germany—amendments, including new notification thresholds, in force Germany’s competition law has been amended, with the merger control updates now in force. The package raises certain notification thresholds. Transactions must be notified where either of the following threshold groups is satisfied: Threshold group one: the combined aggregate worldwide turnover of all the undertakings concerned exceeds €500m (approximately US$608.3m) (no change), and the domestic turnover of at least one undertaking concerned exceeds €50m (approximately US$60.8m) (increased from €25m), and the domestic turnover of another undertaking concerned exceeds €17.5m...
Monthly summary of international merger control developments for August/ September 2021. This month has seen, amongst other things, notable changes to Austria’s merger control framework, the potential withdrawal of the vertical merger guidelines and a reversal of how debt pay-off is treated under the HSR in the US, substantial proposals to reform Australia’s merger control regime, and updated merger control guidance reflecting the introduction of the new size-of-transaction test in South Korea. Austria—significant changes to Austrian merger control introduced On 10 September 2021, the Austrian Cartel and Competition Law Amendment Act 2021 (the Act) took effect. In relation to merger control, the principal amendments are as follows: A new second domestic turnover threshold requiring that at least ‘two of the undertakings concerned each […] have a turnover of more than €1m’ in Austria; the other two turnover thresholds are unchanged, i.e. a combined...
This month, the Australian Government opened a formal consultation on the Exposure Draft of the Australian Competition and Consumer Commission’s mandatory notification waiver form, the New Zealand Government unveiled significant merger control reforms, and the Uganda Government issued the Competition Regulations 2025, creating a new merger control regime. Australia— Treasury consults on Exposure Draft of ACCC mandatory notification waiver form On 3 September 2025, the Treasury released an Exposure Draft Instrument that outlined the Australian Competition and Consumer Commission’s ( ACCC) proposed mandatory notification waiver form. Consultation on the draft ended on 16 September 2025. Background From 1 January 2026, mergers meeting the thresholds must be notified to the ACCC, except where an exemption is available. Non-notification will make a transaction automatically void in law. However, the ACCC will have power to grant waivers from notification, permitting some deals to proceed without completing the full...
This month brought Argentina’s changes to its merger notification regime; in Egypt, the probable roll‑out of a pre‑closing system expected to take effect by mid‑ June (based on unofficial remarks from Egyptian Competition Authority officials); and, in Vietnam, issuance of a new merger form together with guidance outlining the merger review process. Argentina—changes to the merger notification process On 18 May 2025, the Argentinian government adopted Resolution No. 905/2023 (the Resolution) to overhaul merger notifications. It replaces Resolution 40/2001. Key features include, amongst other things: A streamlined summary route—shorter and requiring fewer materials—for transactions unlikely to raise competition concerns. The Resolution charges the Competition Defence Commission (the Commission) with deciding which concentrations qualify for this route. New notification forms: (i) Form F0 for cases eligible for the summary route; (ii) Form F1 (to be filed together with Form 0) for deals that are not...
This month has brought changes to competition law into effect in Canada (including on merger control), while the Korean Fair Trade Commission has opened a consultation on draft revisions to the merger notification regime and its guidance in South Korea. Canada—competition law changes now in force In our March 2023 and December 2023 monthly merger updates, we noted the Canadian Government’s plan for significant and wide-ranging reforms to the Competition Act, including merger control, set out in Bill C-59, the Fall Economic Statement Implementation Act 2023 (the Bill). On 20 June 2024, the Bill came into force. Regarding merger control, the principal changes are: Permitting the Competition Tribunal ( Tribunal) to find that a merger will cause a substantial prevention or lessening of competition ( SPLC) solely on the basis of market concentration or market share, and introducing a rebuttable structural...
This December 2022 round-up notes: The European Commission issued a Q& A guidance note complementing its 2021 guidance on referring mergers under Article 22 of the EU Merger Regulation, Hungary introduced substantial competition law changes, including higher merger control thresholds, Egypt approved amendments to its merger control regime, Saudi Arabia launched a consultation on revising notification thresholds and reducing the filing fee cap, The KFTC in South Korea made several merger control announcements, including creating a new M& A division dedicated to reviewing domestic and international transactions involving foreign companies. European Commission—new guidance published on the referral of mergers under Article 22 EUMR In December 2022, the European Commission (the Commission) released a fresh Q& A guidance note to supplement its 2021 guidance on how the Article 22 referral tool under the EU Merger Regulation (the EUMR) is applied. In March 2021, the...
This month, the Government of Canada opened a consultation on further reforms to the Canadian Competition Act, including proposals on the merger control regime, and the Korean Fair Trade Commission began a consultation on proposed amendments to the M& A Review Guidelines. Canada— Government announces review of the Canadian Competition Act On 17 November 2022, the Government of Canada issued a paper launching a wide-ranging review of Canada’s Competition Act. It identifies five principal areas for possible change, among them merger control. Rather than setting out concrete legislative recommendations, it poses open questions for debate, albeit with some policy signposts. On merger control, the headline issues are: Thresholds and non-notifiable mergers: the paper asks whether existing notification thresholds are calibrated to capture significant deals, and whether non-notifiable transactions should remain open to review and challenge for a longer period, as was previously the case. ...
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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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