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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 This Practice Note sets out suggested definitions for terms frequently used in joint venture agreements ( JVAs) (also known as shareholders’ agreements). The reasons for defining terms are to: remove repetition in the main text of the JVA, particularly where phrases are lengthy or complex, improving readability and brevity; and reduce uncertainty in interpreting the agreement by assigning specific meanings and stating their scope, which may differ from, be wider than, or narrower than their ordinary meaning. Care must be taken when preparing the individual terms and definitions to be included in a definitions and interpretation clause. It is essential to ensure that both the inclusion of each term and the ambit of each definition are suitable for the particular JVA and the wider transaction. It is also very important to confirm that any terms in the agreement that require...
In the United Kingdom, audits of accounts and reports fall under the Companies Act 2006 ( CA 2006), notably Parts 16 and 42. By virtue of CA 2006, s 475, a company must have its annual accounts for each financial year audited in line with CA 2006, Pt 16, unless it can make use of one of the exemptions available. The expression ‘audit’ is not defined in the CA 2006......
Updated in April 2026 Introduction Türkiye has stood at the centre of international politics owing to its role in the Syrian conflict along its southern border and its approach to refugees. The coronavirus ( COVID-19) pandemic, as elsewhere, heavily influenced domestic policy and the economy. Disputes in the Mediterranean over the search for natural gas also stayed high on the agenda. Since the final quarter of 2018, the economy has endured recessionary conditions linked to the attempted coup d’état of 15 July 2016, marked by elevated inflation, costlier borrowing, and volatile exchange rates. Although economic projections were shaken in 2020 by the pandemic, Türkiye sought to blunt the fallout through the Economic Stability Shield programme unveiled on 18 March 2020, setting out nationwide supportive and preventative steps to lessen the economic damage, covering taxation, credit and labour-related matters. By late 2021, the Turkish lira had...
This resource kit This resource kit brings together the principal practical guidance available across Lexis+® UK on artificial intelligence ( AI). Organised by practice area, it is refreshed as new material appears. The rapid growth of AI technologies has led lawmakers, businesses and the public to focus more closely on the potential advantages and the risks that accompany AI use. AI gives rise to a range of legal and regulatory considerations across numerous disciplines, including: intellectual property ( IP) data protection and cybersecurity transactional work such as corporate and commercial employment healthcare and life sciences finance The UK government is developing an AI regulatory strategy that will determine how AI is governed here in future. In the EU, a legislative framework is being built to regulate AI, primarily via Regulation ( EU) 2024/1689 laying down harmonised rules on...
When an overseas company sets up an establishment in the United Kingdom to carry on business, it may need to register its particulars with Companies House in the UK. For details of the registration requirements, see Practice Note: Overseas companies with an establishment in the UK. The regime for registering an overseas company doing business in the UK is separate from the registration of overseas entities with an interest in UK property. For further information on the register of overseas entities that own UK property, established by the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities that own UK property. This Practice Note should be read alongside Practice Note: Overseas companies in the UK—winding up,...
This Practice Note monitors the development of UK legislation brought forward under the legislative programme linked to the UK’s departure from the EU. It also features a Brexit SI database that compiles details of both draft and made secondary legislation related to Brexit. Quick links Use the links below to go directly to the relevant section or tracker. Practice area trackers Follow the links below for trackers focused on Brexit legislation across specific practice areas: Commercial Corporate Crime Dispute Resolution Employment Energy Environment Financial Services Information Law Intellectual Property Life Sciences Local Government Pensions Property R& I Tax For further updates and guidance tailored to individual practice areas, see: Brexit collection......
Under English law, binding agreements may arise orally, in writing, or by deed. This Practice Notice explores when a deed is required or preferable, and the formalities that must be observed to ensure validity. What is a deed? When a deed is required Formalities (1): in writing Formalities (2): face value Formalities (3): execution Formalities (4): delivery Escrow Witnessing Variation Failure to comply with formalities and other defects Reform For details on executing deeds in jurisdictions outside England and Wales, see Practice Note: Execution of deeds—jurisdictional guide. We have created a comprehensive, interactive collection to help users identify and navigate concepts and common issues in executing documents, including deeds. Each phase includes practical guidance, precedent clauses and Q& As relevant to that stage. For further information, see: Execution...
FORTHCOMING CHANGE : The Department for Work and Pensions ( DWP) is preparing to introduce a secondary notifiable events regime under section 69A of the Pensions Act 2004, which was inserted by the Pension Schemes Act 2021. Under this new framework, employers will be required to notify both the trustees and the Pensions Regulator of certain defined benefit ( DB) scheme events, and to provide an ‘accompanying statement’ (a declaration of intent) setting out the details and the mitigation steps for any potential detriment to the scheme. In a 2021 DWP consultation it was proposed that three events should trigger notification: (i) an intended disposal by the employer of a material part of the employer’s business or assets; (ii) the intended granting or extension of security over assets that would give priority to other creditors—a decision in principle by the employer to grant or...
A minority member within a company often lacks real sway over management or those holding the majority, so their interests can on occasion be overlooked. When they need to safeguard their position, a minority member has several options available, including: seeking that the company be wound up bringing an unfair prejudice petition pursuing a derivative claim issuing a claim against a director in their personal capacity, where grounds exist This fundamentals note focuses on how a minority member may protect their interest by asking that the company be wound up. For further detail, see Practice Notes: Just and equitable winding-up-what it is and when to use it and Just and equitable winding-up-the procedure. For information on other procedures and remedies open to a minority member, see Practice Notes: Derivative claims-fundamentals and Unfair prejudice...
This Resource Note summarises the key elements of Rules 12, 13, 14, 15 and 16 of the AIM Rules for Companies ( AIM Rules), which address the disclosure and reporting of corporate transactions undertaken by an AIM company. It signposts pertinent materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to deliver practical assistance on interpreting and applying Rules 12, 13, 14, 15 and 16 of the AIM Rules in practice. Content covered in this Resource Note includes the following materials: the AIM Rules themselves the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the periodic publication from the AIM Regulation team AIM Notices, which are issued periodically, and contain information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The new framework for public offers of securities and admissions to trading in the UK is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. The reforms are intended to make capital raising simpler and materially lessen the circumstances in which a company must publish an FCA approved prospectus for further issues of shares. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime that applied in the UK before 19 January 2026. It supplies accessible, practical guidance and directs readers to more...
Resource Note This Resource Note summarises the key elements of Rules 20, 21, 22, 23, 24, 25 and 26 of the AIM Rules for Companies ( AIM Rules). These provisions cover issuing documents to shareholders, dealing policies, provision and disclosure of information, corporate action timetables, and disclosure of company information. It also signposts pertinent materials, commentary and guidance from the London Stock Exchange ( LSE), alongside both Lexis+® UK analysis and resources, offering hands-on direction on how to interpret and apply Rules 20 to 26 of the AIM Rules in real-world practice......
This Resource Note This Resource Note summarises the key provisions in Rules 17, 18 and 19 of the AIM Rules for Companies ( AIM Rules). These rules address disclosure of miscellaneous information and the publication of half-yearly reports and annual accounts by an AIM company. It also signposts relevant materials, commentary and guidance from the London Stock Exchange ( LSE), alongside Lexis+® UK analysis and resources, to deliver practical guidance on interpreting and applying Rules 17, 18 and 19 of the AIM Rules......
Continuing obligations of an AIM company A company admitted to trading on AIM (an AIM company) is required to observe a set of ongoing requirements contained in the AIM Rules for Companies ( AIM Rules), as issued by London Stock Exchange plc ( LSE). Such a company should also take account of the AIM Rules for Nominated Advisers, which outline the duties and expectations of its nominated adviser, together with the AIM Disciplinary Procedures and Appeals Handbook in full. There are further applicable legal and regulatory regimes which include the Companies Act 2006 ( CA 2006), the Financial Services and Markets Act 2000 ( FSMA 2000), the Financial Services Act 2012 ( FSA 2012), the City Code on Takeovers and Mergers (the Takeover Code), certain relevant sections of the Disclosure Guidance and Transparency Rules ( DTR), and the UK Market Abuse...
This Practice Note addresses the suspension of trading in an AIM company’s securities and the cancellation of trading in an AIM company’s securities. Suspension of trading in AIM securities As a general rule, the London Stock Exchange ( LSE) aims to minimise any disruption to the trading of shares on AIM. Nevertheless, where an AIM company has contravened the AIM Rules for Companies ( AIM Rules), or a suspension is needed to protect investors, the LSE may suspend trading in that company’s shares. Continued compliance with the AIM Rules during suspension Throughout any suspension, an AIM company is required to continue observing the AIM Rules......
This Practice Note provides an overview of the agreement for the purchase of some or all of a company's assets (the APA). See Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form. The APA sets out the terms upon which the purchaser agrees to acquire from the seller the assets comprising the target business (the Assets) and is the principal document in any asset purchase transaction. The purchaser agrees to pay the seller the purchase price for the acquisition of the Assets (the Consideration), and in exchange the seller conveys title to the Assets through the appropriate means, which will vary according to the nature of the asset. Some assets may pass by mere delivery and, for those, the APA alone can effect the transfer; other categories of asset will need further instruments to pass them to the buyer. Because only assets expressly identified in the APA will be...
Tracker overview This UK Listing Rules ( UKLR) tracker presents an overview of recent and forthcoming amendments to the UKLR sourcebook, together with connected legislative and regulatory developments, guidance and updates. The UKLR sourcebook took effect on 29 July 2024 following a reorganisation of the listing regime. The tracker also signposts consultation papers, policy statements, practical guidance and notices issued by the Financial Conduct Authority ( FCA). For comprehensive information on the reshaping of the listing regime, see Practice Note: Reform of the UK listing regime—fundamentals. For destination tables showing where provisions from the former Listing Rules now appear within the UKLR (to the extent they have been carried across into the new rules), see Practice Note: Listing Rules to UK Listing Rules—destination tables. Developments in 2026 Date: 06/03/2026 Document: FCA Quarterly Consultation No 51 — CP26/8: clarificatory changes to UKLR provisions on...
STOP PRESS: A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is strongly disclosure-led and sits alongside other listing categories, such as the categories for shell companies, secondary listing and closed ended investment funds. A new UK Listing Rules sourcebook was introduced to deliver these reforms, and the earlier Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note describes the listing framework as it stood before 29 July 2024. It concentrates on moving a company from AIM to the Main Market for listed securities ( Main Market) of the London Stock Exchange ( LSE), outlining the benefits and drawbacks and the steps...
This Practice Note forms part of a cross‑jurisdictional guide that examines crucial aspects of creating particular business entities worldwide. Member firms of the Multilaw global network respond to core queries on the subject. It highlights the main points to consider when establishing a private limited company in Pakistan. Current as at 13 January 2023. Author: Ahmed Farooq and Malik Haseeb Ahmad, Meer & Hasan, a Multilaw member firm Common entities 1. Which entity type does this questionnaire focus on? Which other commonly used forms in this jurisdiction are dealt with in separate questionnaires? This response relates to the private limited company (styled XYZ ( Pvt) Limited). 2. Identify other entity types available locally that exist but are not covered here: public companies that are listed public companies that are not listed single‑member companies not‑for‑profit limited companies limited liability...
This Practice Note forms part of a cross-border guide that explains essential considerations in setting up specific business vehicles across worldwide jurisdictions. Leading law firms within the Multilaw global network respond to central questions on this area. This edition sets out the key points to consider when registering a registered overseas company in New Zealand. Current as at 13 January 2023. Authors: Mark Lowndes and Kerri Dewe, Tompkins Wake, a Multilaw member firm Common entities Which entity type does this questionnaire address? Which other commonly used entities in this jurisdiction are covered in a different questionnaire? This response concerns the registered overseas company (branch/representative office). The limited liability company ( LLC) is dealt with in a distinct response prepared separately. Name other entity types available locally that are not presently covered by a questionnaire: Sole...
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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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