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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 Practice Note is archived and no longer updated. It brings together the principal developments concerning the import and export of goods between the UK and the EU, alongside a chronology of the UK/ EU negotiations on their future trade relationship, covering the period from exit day (31 January 2020) through to IP completion day (31 December 2020). For information on the effect of IP completion day on the trade in goods, see Practice Notes: What does IP completion day mean for Commercial? and What does IP completion day mean for supply of goods? STOP PRESS: On 24 December 2020, the European Commission and UK government confirmed an agreement in principle on the legal basis for the future UK- EU relationship. Announced just a week before IP completion day, the EU- UK Trade and Cooperation Agreement ( TCA), together with associated...
ARCHIVED: This archived Practice Note sets out details of the Data Protection, Privacy and Electronic Communications ( Amendments etc) ( EU Exit) Regulations 2019, SI 2019/419, together with the Data Protection, Privacy and Electronic Communications ( Amendments etc) ( EU Exit) Regulations 2020, SI 2020/1586, plus salient elements of the EU- UK Withdrawal Agreement and the EU- UK Trade and Cooperation Agreement insofar as they concern data protection. It is no longer updated and is provided for background only. For guidance on continuing divergence between data protection requirements under the GDPR frameworks, refer to Practice Note: Introduction to the EU GDPR and UK GDPR. This Practice Note examines how Brexit affects routine processing of personal data under the General Data Protection Regulation, Regulation ( EU) 2016/679 ( EU GDPR), which took direct effect in the UK and all other EU Member States on 25 May 2018, and,...
Warranty and Indemnity ( W& I) insurance in private M& A transactions—guide to the key documents With the marked increase in the uptake of Warranty and Indemnity ( W& I) insurance in private M& A deals, solicitors are ever more involved in specifying and negotiating W& I policy terms. Although each policy is shaped to the particular demands of a given transaction, the underlying approach tends to be comparable across matters. Against that backdrop, this Practice Note sets out guidance for legal practitioners on procuring and negotiating W& I insurance (the Placing Process), with emphasis on the paperwork exchanged between W& I brokers and insurers, which must be signed by the insured before the W& I policy incepts. W& I insurance documents Confidentiality undertakings and non-reliance letters The following are standard requirements: Execution of a confidentiality undertaking or non-disclosure agreement ( NDA). The W& I...
Transfer of a business as a going concern (a TOGC) The sale of a ‘business’ is, in substance, a package of assets sold together. As a rule, VAT would accordingly be levied on the disposal of each asset under the usual rules—i.e. standard-, reduced- or zero-rating, or exemption—depending on the nature of the asset, unless the transaction is treated as a transfer of a business as a going concern (a TOGC). Where a sale qualifies as a TOGC, it counts as neither a supply of goods nor a supply of services, placing it outside the scope of VAT. No VAT is therefore payable on the sale. To qualify as a TOGC, specific conditions must be satisfied, which this Practice Note sets out. Where those conditions are met, there are implications for both buyer and seller, discussed in Practice Note:...
Practice Note: VAT—what is a transfer of a business as a going concern? The criteria for a transfer of a business to be recognised as a transfer of a going concern ( TOGC) are explained in Practice Note: VAT—what is a transfer of a business as a going concern? In broad terms, where a transfer meets the TOGC rules, it is treated as a ‘nothing’ for value added tax ( VAT) because no supply occurs. Nonetheless, there remain a number of implications to keep in mind when giving advice on a TOGC. This Practice Note considers the consequences for the buyer (transferee) and the seller (transferor) of a business transfer that is: correctly treated as a TOGC, and incorrectly treated (or not treated) as a TOGC This Practice Note also cites EU case law. The UK ceased to be an EU Member State on 31...
STOP PRESS Major changes to the UK prospectus regime took effect on 19 January 2026. The framework for public offers of securities and for admissions to trading in the UK now sits primarily 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 repealed. The objective is to simplify capital raising and materially reduce the occasions when a company must publish an FCA‑approved prospectus for a further issue of shares. For full details on the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in place before 19 January 2026. It explains the nature and typical structure of a trombone rights issue, as well as why and when a...
Transfers of IP in M& A—taxation issues IP can be moved in corporate transactions either via a share sale in the company that owns the rights, or as part of a transfer of a business’s trade and assets (whether out of a company, or by individual sellers where the business was unincorporated). The tax position will differ based on the nature of both the seller and the buyer. For tax, IP has a defined scope. For guidance on what does or does not qualify as IP for tax, see Practice Notes: What is an intangible fixed asset? and Excluded intangible fixed assets. The UK broadly adopts two approaches to taxing IP deals: the corporate intangibles tax rules: these apply to IP created or acquired by a company on or after 1 April 2002 (unless the asset was acquired before 1 July 2020 from a related party that held the...
What is a scrip dividend and why do companies make them? A scrip dividend—also known as a scrip or stock issue, a share dividend, or a scrip alternative—arises when a company gives its shareholders the choice to choose between receiving either: a cash dividend; or new shares (usually) of a value broadly equivalent to the cash dividend Such distributions are more prevalent in challenging economic conditions, when companies ordinarily seek to lessen the amount of any cash dividend they need to pay out. Shareholders may often favour the scrip option because it enables them to obtain new shares without having to pay: broker’s fees; or stamp taxes In addition, certain companies put forward ‘enhanced scrip dividends’ to encourage take-up by shareholders. Under an enhanced scrip dividend, the value of the shares issued exceeds the value of the...
The way consideration payable for buying shares is arranged is rarely simple or linear, and can vary considerably. In many situations payment is postponed, deferred, or made conditional on a particular contingency being satisfied. Selling shareholders will look to maximise the overall price for their shares while also seeking to limit, so far as possible, any tax on disposal by: making full and efficient use of available reliefs to cut or remove any charge, and/or delaying the point in time at which any such tax becomes due However, where the consideration is deferred, the seller can become liable to tax immediately on an amount not yet received (a ‘dry’ tax charge). In calculating chargeable gains, no discount is usually allowed in respect of any consideration that is ascertainable at the date of disposal, even where it is: deferred subject to a...
FORTHCOMING CHANGE relating to call for evidence on tax support for entrepreneurs: At the 2025 Budget, the government issued a call for evidence—closing on 28 February 2026—examining how current tax incentive regimes operate and considering avenues to extend backing for entrepreneurs. The exercise aims to assess how well the existing EIS and VCT arrangements perform, to consider novel mechanisms to assist scaling businesses that have hit the VCT and EIS thresholds, and to collect insight on how tax measures could motivate a broader range of investors. This Practice Note reviews the principal UK tax reliefs that may be available to individuals running a company seeking growth finance, namely seed, venture or development funding. Founders, proprietors, directors and senior management of a business pursuing growth finance will commonly hold equity in the company. Those shares may be owned before any growth capital is...
This Practice Note outlines the principal UK tax reliefs potentially available to individuals who supply seed or venture finance to unconnected start-up and early-stage companies. These backers typically inject capital across successive funding rounds and often insist that key people active in the business also join those rounds by subscribing for shares in the company. For analysis of the tax consequences linked to shares taken up in this manner, see Practice Notes: Tax and growth capital—management shareholdings and Tax and growth capital—tax reliefs available to managers. Seed and venture capital Unquoted businesses generally need investment at each phase of their growth, from formation through to the point the enterprise is well established and profitable. Companies frequently seek backing from the private equity and venture capital sector, where external investors provide finance in exchange for an equity interest in potentially high growth companies. Large private equity funds often...
Earn-outs An earn-out is a distinct method of structuring the consideration on a share acquisition, under which part of the purchase price is set by reference to the target’s performance during a defined period after completion of the acquisition. In deals that include an earn-out, the amount paid by the buyer for the shares will usually comprise: an agreed, initial sum of consideration payable on completion of the sale; and a contingent, unascertainable earn-out amount payable over, or at the end of, the agreed earn-out period The initial consideration and the earn-out consideration can be satisfied wholly in cash, in shares or loan notes issued by the buyer (or a connected company), or in any combination thereof. The earn-out component is often calculated by reference to the target company’s profits over a specified span, for example the next two or three accounting periods following completion of the...
Produced with input from Rebecca Cousin of Slaughter and May on market practice This Practice Note sets out the nature of a scheme of arrangement in the takeover setting, outlining its statutory footing under the Companies Act 2006 ( CA 2006), the customary types of scheme, and the core requirements for putting a scheme into effect for a takeover. There are two principal routes for acquiring a UK public company: by means of a contractual takeover offer under CA 2006, s 974 (offer) by means of a scheme of arrangement under CA 2006, Pt 26 (scheme) The two frameworks differ in key respects and each presents its own pros and cons. See Practice Note: Structuring a takeover—offers vs schemes of arrangement, which compares and contrasts the main characteristics, and the advantages and disadvantages, of each route. Further detail on the nature and...
Brexit impact Brexit has altered how the UK takeover framework operates, notably in these respects and practical areas: the complete end of prospectus passporting arrangements between the UK and the EEA (particularly significant for securities exchange offers involving shares) the removal of shared jurisdiction rules under the City Code on Takeovers and Mergers ( Code), eliminating the previous parallel oversight the repeal of the Companies ( Cross- Border Mergers) Regulations 2007, ending that statutory route For more on these points and other Brexit-driven adjustments, see Practice Note: Brexit— UK takeover regime [ Archived] for further guidance. Status of the Panel and the Code Formed in 1968, the Panel operated without statutory or other legal authority to oversee public company takeover activity across the market. From the outset, it has comprised representatives of leading institutions in the City of London, and,...
This Practice Note outlines how to accept a takeover offer in respect of shares held through CREST. It does not include an introduction to CREST or uncertificated securities, nor practical steps for transferring CREST holdings. For guidance on those topics, including a primer on key terms, see Practice Note: CREST and uncertificated shares—an introduction. For information on the conduct of different shareholder and general corporate actions within CREST, see Practice Note: CREST—shareholder and general corporate actions. For an explanation of the procedure for launching a rights issue via CREST, see Practice Note: CREST—rights issues. For an explanation of the process for implementing an open offer in CREST, see Practice Note: CREST—open offers. Takeover offers in CREST Takeover offers are largely beyond the remit of this Practice Note; however, this Note explains how acceptance can be given for CREST-held shares. It does not...
This Practice Note, informed by market practice insights from Rebecca Cousin of Slaughter and May, explores the early issues an offeree must weigh after being approached by a prospective offeror. It addresses the need for secrecy before any announcement of an offer or possible offer, the announcement obligations from the offeree’s perspective, the choice whether to recommend the offer, and the negotiation of the offer terms. For commentary on preparatory steps a quoted company might take in advance of any approach, see Practice Note: Prior to an approach—the offeree. Initial approach from the offeror On receipt of an initial takeover approach, the offeree should remain in listening mode, give no reply that discloses its view of the proposal, and avoid initiating negotiations. If a director other than the chair, deputy chair or CEO receives a call about a potential offer, that director should refer the...
To many, the formal announcement of a bidder’s firm intention to make an offer for a company’s shares signals the start of a takeover. For those managing the target’s share plans, however, the starter’s pistol sounds weeks earlier, at the point of the initial approach to the target. The timeframe from that pre-announcement stage through to completion is overseen by the Takeover Code. From 3 February 2025, the Code will apply to offers for, broadly, any company listed or admitted to trading on a UK regulated market, a UK multilateral trading facility, or any stock exchange in the Channel Islands or Isle of Man (including a company that until recently had such a listing or admission) with its registered office in the UK, the Channel Islands or the Isle of Man. This amounts to a narrowing of the Code’s scope compared with its reach...
Rule 32— Setting the scene This Resource Note summarises the key provisions of Rule 32 of the City Code on Takeovers and Mergers (the Code), which concerns revisions to offers, including the obligation to publish a revised offer document, no increase statements, competitive situations and the offeree board’s opinion on any revised offer. It signposts pertinent materials, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to offer practical support on interpreting and applying Rule 32. Code and Lexis+® UK resources Practice Statements issued by the Panel Executive (the body handling the day-to-day supervision and regulation of takeovers) ( Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code...
All change at the To P: taking stock of the changing nature of the UK takeover regime This Practice Note originated as an article, ‘ All change at the To P: taking stock of the changing nature of the UK takeover regime’, published in the April 2016 Butterworths Journal of International Banking & Financial Law [2016] 4 JIBFL 234. Amendments to the Takeover Code that came into force on 12 September 2016 post-dated that publication. This Note substantially mirrors the article and has not been updated for those Code changes... In 2011, following the takeover of Cadbury plc by Kraft Foods, Inc., the Panel on Takeovers and Mergers introduced a series of changes to the City Code on Takeovers and Mergers. The aims were to restore balance in favour of target boards, to ensure more weight is given to the views of people affected by bids...
Rules 14 and 15 of the City Code on Takeovers and Mergers ( Code) These provisions cover scenarios in which a principal offer is made for an offeree’s equity where the offeree has more than one class of share capital and/or outstanding convertible securities, options, warrants, or rights to subscribe for offeree shares......
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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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