Featured documents
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:
Most recent Practice notes
Rule 33— Setting the scene This Resource Note summarises the key provisions of Rule 33 of The City Code on Takeovers and Mergers ( Code), which concerns alternative offers. It identifies relevant materials, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to offer practical assistance on interpreting and applying Rule 33... Code and Lexis+® UK resources Practice Statements issued by the Panel Executive (the body that undertakes the day-to-day work of takeover supervision and regulation) ( Executive), giving informal guidance on how the Executive usually interprets and applies the Code Panel Statements released by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports published by the Panel discussing general issues ( Annual Reports) relevant Lexis+® UK...
This Practice Note considers the regulatory requirements that apply to a company listed in the equity shares (commercial companies) category (also called the commercial companies category) when it is undertaking, or intends to undertake, a transaction categorised as a significant transaction under Chapter 7 of the UK Listing Rules, UKLR 7. In this Practice Note, references to a listed company mean a company listed in the commercial companies category. A significant transaction is one outside the listed company’s ordinary course of business where any class test produces a percentage ratio of 25% or more. The class tests are a suite of assessments used to gauge the scale and importance of a transaction by a listed company or any of its subsidiary undertakings, and are set out in UKLR 7 Annex 1. For full details of the class tests in the UKLR, see...
Allotment and issue of shares Statutory provisions regulate the allotment and issue of shares, with requirements differing by company type (private or public, listed or unlisted) and by whether there is a single class of shares or multiple classes. This Practice Note examines the allotment and issue of shares by the following: a private company with a single class of shares intending to allot a different class; a private company that already has more than one class of shares; and a public unlisted company (meaning a company that is not a listed company, an AIM company, or a company with securities traded on the AQSE Main Market, AQSE Growth Market or AQSE Trading). For a general overview, see Practice Note: Allotment and issue of shares—introductory points. For guidance on allotments and issues of shares for other company types, see Practice Notes: Allotment and issue of...
Choosing whether to sell a family business, and deciding on the moment to do so, are among the weightiest calls a family may encounter. Some set out in enterprise with a future sale as the ultimate aim from the outset, while others arrive at this possible end to their commercial journey because they cannot see any other practical response to the question, ‘what comes next?’ However a family reaches the stage of debating a sale, the steps outlined below can support them in reaching the soundest possible conclusion for their circumstances. Timing External market conditions can, to a degree, shape when the decision is reached—for example, a buoyant deals market or consolidation within a sector. Yet internal dynamics are just as significant for effective planning, and they tend to lie more directly under the family’s...
This collection of training resources comprises template Power Point slides that can act as the foundation for one or several training sessions concerning secondary equity offerings as needed. The materials will help legal advisers, company secretaries, members and directors to develop an understanding of the applicable law and regulation around securing further equity investment, and include a link to other materials and guidance for their use. It is expected that trainers will adopt these slides as a useful springboard for their talks, then tailor and update them as appropriate to suit their own specific circumstances. In particular, the principal considerations and......
A limited company is permitted to hold, or to transact in, its own shares, provided the conditions in the Companies Act 2006 ( CA 2006) are satisfied. Such shares are kept in treasury and are known as the company’s treasury shares. For guidance on how, and why, a company might repurchase its shares to be held in treasury, see Practice Note: Buying back shares into treasury. The rules governing treasury shares are contained in CA 2006, ss 724–732. Breaching any of these provisions (other than CA 2006, s 730—see Practice Note: Cancellation of treasury shares) constitutes an offence by the company and every officer of the company who is in default. A person found guilty of that offence is, on conviction, liable to a fine. Dealing with treasury shares A company may simply retain its treasury shares (see Practice Note: Holding treasury...
This Practice Note sets out the key regulatory obligations that apply to a company admitted to the equity shares (commercial companies) category (sometimes also called the commercial companies category) when it undertakes, from time to time, or plans to undertake, a transaction treated as a reverse takeover under Chapter 7 of the UK Listing Rules, UKLR 7. In this Practice Note, for convenience, any reference to a listed company means a company listed in the commercial companies category. A reverse takeover is, in essence, where a listed company, or its subsidiary, acquires a business, company or assets (the target) and, by reference to a set of prescribed class tests, the target is the same size as, or larger than, the listed company, or the deal effectively brings about a fundamental change to the listed company’s business, board or voting...
By long-standing statutory rules, a limited company with share capital was allowed, most recently under the now-repealed Companies Act 1985 ( CA 1985), to: convert some or all of its fully paid shares into stock; and reconvert any or all of its stock into fully paid shares of any denomination ( CA 1985, s 121). Those powers had to be authorised by the company’s articles of association and each was to be exercised by a shareholders’ resolution passed at a general meeting. From 1 October 2009, when section 540(2) of the Companies Act 2006 ( CA 2006) came into force, companies have been unable to convert shares into stock, unless such conversion was approved before that date. Nevertheless, where fully paid shares were turned into stock before 1 October 2009, the company may still reconvert that stock into fully paid shares of any nominal value, in line with CA...
Exclusivity provisions This Practice Note outlines how exclusivity provisions operate when buying shares in a company, or acquiring a business together with its assets (the target). Such provisions can sit in a stand‑alone letter from the buyer to the seller, be built into heads of terms (also referred to as an offer letter, letter of intent or memorandum of understanding) or, less commonly, appear within a confidentiality agreement (where either or both are used). Whatever form is chosen, exclusivity provisions are entered into at the outset of the transaction, setting the framework for negotiations. Their aim is to stop the seller from engaging with, or inviting, rival bids from third parties in relation to the sale of the target, or a substantial part of its business and assets. In effect, they provide the buyer with a defined period of exclusivity within which to...
A limited company can repurchase its own shares if it meets the conditions set out in the Companies Act 2006 ( CA 2006). This is referred to as a share buyback or the purchase of own shares. The CA 2006 restrictions on share buybacks do not apply to unlimited companies. For more on that company type, see Practice Note: Unlimited companies. For an outline of the process for conducting a buyback, see Practice Note: How to carry out a share buyback. For the applicable law and reasons a company might undertake one, see Practice Note: Share buybacks—the legal framework. Off-market or on-market? A private limited company may only make an off-market purchase of shares and therefore can only complete an off-market buyback. Consequently, this Practice Note does not cover an on-market buyback, which requires a company to be able to make a market (or...
Introduction On 27 February 2023, UK Prime Minister Rishi Sunak and European Commission President Ursula von der Leyen agreed new arrangements governing Northern Ireland’s post‑ Brexit regime. Branded the Windsor Framework, it revises the Northern Ireland Protocol, a component of the Withdrawal Agreement concluded between the UK and the EU when the UK departed the bloc. The UK government has issued a Command Paper detailing the Framework’s measures. The corresponding legal instruments, embodying the political accord, have also been released. Decision No 1/2023 of the Joint Committee gives the Framework legal force, and the Northern Ireland Protocol is now referred to as the Windsor Framework. For practical guidance on Decision No 1/2023 of the Joint Committee, see Practice Note: Joint Decision for Windsor Package to commence. The purpose of the Windsor Framework is to secure the seamless movement of goods between the UK and...
Water pollution Polluted water can kill fish and other aquatic life, harm habitats, threaten drinking supplies, lower water quality and foul beaches. Many kinds of contaminant can enter waters—chemicals, microplastics, petrol, oils and fats, ammonia in sewage, mine waste, nitrates from farming and solid waste. Definitions of water ‘ Controlled waters’ Relevant territorial waters (seawater to three nautical miles) Coastal waters (eg tidal waters) Inland freshwaters (rivers, streams, watercourses, lakes and ponds) Groundwaters (water stored in rock layers beneath soil) Section 104 of the Water Resources Act 1991 ( WRA 1991) ‘ Surface water’ Inland waters (all standing or flowing surface water,...
This Practice Note briefly outlines the Walker Guidelines on Disclosure and Transparency in Private Equity, in particular, aimed at improving disclosure by certain private equity firms and their large portfolio companies. For further information on private equity firms and funds, see Practice Note: Private equity investment—firms and funds. What are they and why were they introduced? In February 2007, the British Private Equity and Venture Capital Association ( BVCA) commissioned Sir David Walker to conduct an independent review of the overall adequacy of disclosure and transparency in private equity, with the objective of recommending a set of guidelines for adherence on a voluntary basis by the industry. These were sought by both the BVCA and major private equity firms to enhance stakeholders’ understanding of private equity activities and to address concerns about limited transparency in the sector. In addition, there was a desire to avoid any...
Warranty and indemnity ( W& I) insurance—claims Warranty and Indemnity ( W& I) insurance is a well‑established means of transferring risk in private M& A deals. For more on the nature and application of W& I insurance, see Practice Note: Warranty and indemnity ( W& I) insurance in M& A transactions. Transaction parties frequently concentrate on executing the deal and arranging the W& I policy, yet pay insufficient attention to what is arguably the most crucial feature of any insurance product: the claims process. This Practice Note sets out the key elements of the W& I claims pathway, from decoding the relevant contractual terms in the policy to final settlement. W& I insurance policy wording claims clauses Claims provisions in W& I policies are generally divided into two main groups: notification conduct W& I insurance—claims notification If there is any uncertainty about when to notify or what a...
ARCHIVED: This retired guidance, first issued in December 2003 and revised in 2013, created by The Chartered Governance Institute (previously ICSA: The Governance Institute) ( CGI)......
The contractual nature of a takeover offer There are two primary routes for an offeror to execute a public takeover of an English company: making a takeover offer to the offeree’s shareholders for all the shares in its equity share capital (or a particular class), as described in section 974 of the Companies Act 2006 ( CA 2006); or using a scheme of arrangement under Part 26 CA 2006, whereby the offeree company puts a proposal to its shareholders and/or creditors. Offers and schemes are each governed by the City Code on Takeovers and Mergers (the Code), although the procedures differ in several fundamental ways. This Practice Note centres on takeovers structured as contractual offers, including bids for only part of an offeree’s share capital. For material on schemes of arrangement, see Practice Notes: Schemes of...
Reasons for reporting greenhouse gas emissions Over the past decade, expectations on businesses and public bodies to disclose greenhouse gas ( GHG) emissions have steadily escalated, creating growing momentum for transparent reporting. Analyses of climate impacts—most notably assessments from the Intergovernmental Panel on Climate Change ( IPCC)—together with tangible extreme weather events across the real world, have sharpened this pressure by underscoring the urgent need to cut emissions. Global accords, including the 2015 Paris Climate Agreement and the UNFCCC Conferences of the Parties ( COP), further amplify the drive on organisations and authorities to curb GHG releases. For further detail on the Paris Agreement and recent COP gatherings, see Practice Note: The Paris Agreement 2015—snapshot. Within the UK, the Climate Change Act 2008 imposes binding obligations on government to cut national carbon emissions, including a statutory requirement for the UK to reach net zero carbon by...
This Practice Note offers practical direction on correctly executing documents when one or more parties to a contract are not physically together, often referred to as virtual signing or a virtual closing. The Law Society has brought together established materials covering: execution of documents by virtual means, use of electronic signatures, its ‘ Tips on how to operate in practice’ concerning virtual execution and the use of e‑signatures, and Q& A on using electronic signatures and completing virtual executions, including ‘ Our position on the use of virtual execution and e‑signature during the coronavirus ( COVID‑19) pandemic’. We have assembled a comprehensive, interactive collection to help users identify and navigate the concepts and common issues involved in executing documents, including by virtual means. Each section or phase contains practical guidance, precedent clauses and Q& As relevant to that stage. For more...
Sellers frequently employ a virtual data room (a restricted-access online platform established by a service provider for the sellers, as opposed to a 'physical' data room) to manage the bidding process (where relevant and appropriate) and to oversee the due diligence stage of the overall transaction......
This Practice Note reviews the legal framework and institutional investor expectations on running fully virtual or hybrid general meetings and annual general meetings ( AGMs), drawing together current practice and guidance. Demand from shareholders and other corporate stakeholders to conduct gatherings through electronic communication has risen markedly in recent years, reflecting shifting preferences and practical realities. That underlying shift was then sharply hastened by the coronavirus pandemic across the market. Holding electronic meetings— Companies Act 2006 Prior to the coronavirus crisis, a handful of FTSE 350 issuers had already trialled electronic formats, from streaming physical meetings online (webcasts) to hybrid arrangements allowing shareholders to take part in person or virtually, both options running in parallel. In 2016, Jimmy Choo plc staged the first fully virtual AGM, sparking extensive discussion about the fairness and efficacy of remote participation. For some companies and investors, hybrid or...
Popular documents
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 ]...
Discover more from LexisNexis
