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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:
Most recent Practice notes
This Resource Note summarises the principal provisions of Rule 4 of the City Code on Takeovers and Mergers ( Code), which governs restrictions on dealings during a takeover. It flags key materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 4. This Resource Note covers the following materials: Detailed notes accompanying the Code ( Notes), which elaborate on the intended implementation of the Rules, and relevant Appendices addressing particular matters Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive), offering informal guidance on the Executive’s normal interpretation and application of the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public...
Rule 38— Setting the scene This Resource Note summarises the key provisions of Rule 38 of The City Code on Takeovers and Mergers (the Code), which governs dealings by connected exempt principal traders. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on interpreting and applying Rule 38... Code and Lexis+® UK resources Materials referenced in this Resource Note include: Practice Statements issued by the Panel Executive (the team responsible for day-to-day takeover supervision and regulation) ( Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports from the Panel...
Rule 37— Setting the scene This Resource Note summarises the core features of Rule 37 of the City Code on Takeovers and Mergers ( Code). It concerns company share repurchases, companies with dual class share arrangements and the enfranchisement of a company’s non‑voting shares, and the situations in which such structures or arrangements could trigger a mandatory offer under Rule 9 of the Code. It also flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 37. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) ( Executive) giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and...
Rule 35— Setting the scene Code and This Resource Note sets out the principal elements of Rule 35 of the City Code on Takeovers and Mergers (the Code), which governs post-offer constraints, including restrictions on announcing a further offer within 12 months of the original offer lapsing, purchasing any interests in the offeree’s shares above the offer price within six months after the close of a prior offer, and the conduct of a competing offeror whose bid has lapsed. It signposts pertinent materials, Panel commentary and guidance, together with Lexis+® UK analysis and resources, to provide practical assistance on how Rule 35 is interpreted and applied. Materials addressed in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive) offering informal guidance on how the Executive typically interprets and applies the...
This Resource Note sets out the key aspects of Rule 34 of the City Code on Takeovers and Mergers (the Code), addressing shareholders’ rights to withdraw in the context of takeover offers. It points to pertinent materials, commentary and Panel guidance, together with Lexis+® UK analysis and tools, to provide practical help on reading and applying Rule 34. Materials featured in this Resource Note include: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) ( Executive), giving informal indications of the Executive’s usual interpretation and application of the Code Panel Statements issued by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee The Panel’s Annual Reports discussing general matters ( Annual Reports) relevant Lexis+® UK...
Rule 31— Setting the scene Code and Lexis+® UK This Resource Note summarises the key elements of the current iteration of Rule 31 of the City Code on Takeovers and Mergers ( Code). Rule 31 concerns the requirement that all offer conditions are fulfilled by Day 60, when and how the offer timetable can be paused or prolonged, the deployment of acceleration statements and acceptance condition invocation notices ( ACINs), and the limits on an offeree disclosing material new information after Day 39, among other procedural matters. It signposts relevant materials, commentary and guidance from the Panel, alongside Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 31 within the Code framework. Materials included in this Resource Note comprise the following sources, as set out below: Practice Statements issued by the Panel Executive (the body that...
This Resource Note outlines the main provisions of Rule 27 of The City Code on Takeovers and Mergers ( Code) This note summarises Rule 27, which obliges the announcement of any material updates to information contained in documents or announcements issued by an offeror or offeree in relation to an offer, as well as any significant new information that should have been included in earlier publications during the offer period. It also sets out the content standards for later documents connected to the offer after the initial offer document or the offeree board circular has been published. It signposts relevant materials, commentary and guidance from the Panel, together with Lexis+ UK analysis and resources, to provide practical assistance on interpreting and applying Rule 27. Materials addressed include: Practice Statements from the Panel Executive (the body responsible for day-to-day takeover supervision and...
Rule 25— Setting the scene This Resource Note summarises the principal provisions of Rule 25 of the City Code on Takeovers and Mergers ( Code), which governs the content and publication requirements of offeree board circulars. It highlights relevant materials, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to provide practical guidance on the interpretation and application of Rule 25. Code and Lexis+® UK resources Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body that carries out the day‑to‑day work of takeover supervision and regulation) to give informal guidance on how the Executive normally interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Code Committee Annual Reports...
Resource Note This Resource Note summarises the core provisions of Rule 24 of the City Code on Takeovers and Mergers (the Code), which sets out the content and publication standards for offeror documents. It signposts pertinent materials, Panel commentary and guidance, plus Lexis+® UK analysis and tools, to provide practical assistance on interpreting and applying Rule 24... Materials included Practice Statements issued by the Panel Executive (the Executive), offering informal insight into the Executive’s usual approach to the Code Panel Statements ( P/ S) released by the Panel and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee Annual Reports from the Panel discussing broad matters ( Annual Reports) Relevant Lexis+® UK resources Rule 24— Setting the scene Code and Lexis+® UK resources What it covers Rule 24 addresses the required content and...
This Resource Note summarises the key provisions of Rule 23 of the City Code on Takeovers and Mergers (the Code), which governs the overarching duties of the offeror and the offeree board regarding documents, announcements and other information issued, published or otherwise made available during an offer. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on the interpretation and application of Rule 23... Materials included in this Resource Note comprise: Practice Statements issued by the Panel Executive (the body responsible for 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 ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS)...
This Resource Note summarises the principal provisions of Rule 22 of the City Code on Takeovers and Mergers (the Code), which concerns the obligations of the offeree and offeror in relation to registration procedures and persons with interests in securities of 1% or more. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical assistance on the interpretation and application of Rule 22. Materials covered in this Resource Note include: Practice Statements from the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive), offering informal guidance on how the Executive typically interprets and applies the Code. Panel Statements issued by the Panel ( P/ S) and Panel Instruments. Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code...
This Resource Note summarises the core provisions of Rule 14 of the City Code on Takeovers and Mergers ( Code) and signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to provide practical assistance on interpreting and applying Rule 14. Materials addressed in this Resource Note comprise: detailed notes accompanying the Code ( Notes), which elaborate on the intended implementation of the Rules and relevant Appendices dealing with specific issues Practice Statements issued by the Panel Executive (the body that undertakes the day-to-day supervision of takeovers and regulation of the Code) ( Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Code...
This Resource Note This Resource Note summarises the principal provisions of Rule 11 of the City Code on Takeovers and Mergers (the Code) and flags key materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to provide practical guidance on interpreting and applying Rule 11. Materials covered in this Resource Note include: the Code’s Detailed Notes ( Notes), which explain the intended operation of the Rules, plus relevant Appendices addressing specific matters Practice Statements issued by the Panel Executive (the body responsible for day-to-day takeover supervision and regulation) providing informal guidance on the Executive’s usual interpretation and application of the Code Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee relevant Lexis+® UK...
This archived Practice Note examines the offer timetable for firm offers made before 5 July 2021. It has not been updated since the Takeover Code was revised in July 2021. For sample offer timetables, see the following: Timetable—recommended offer—before 5 July 2021 Timetable—recommended offer Timetable—hostile offer—before 5 July 2021 Timetable—hostile offer For a comparative timetable differentiating between takeovers implemented by a takeover offer and those implemented by a scheme of arrangement, see Structuring a takeover: offers and schemes of arrangement—comparative timetables. For information on the offer timetable for firm offers announced on or after 5 July 2021, see Practice Note: The offer timetable. Changes to the offer timetable On 31 March 2021, the Takeover Panel ( Panel) published a response statement confirming it would proceed with amendments to the Code concerning the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers announced on or after 5 July...
The rules of the City Code on Takeovers and Mergers ( Code) regarding the provision of information during an offer These rules play a pivotal part in the orderly conduct of the takeover process, notably by: Safeguarding the orderly functioning of the securities markets Guaranteeing offeree shareholders are treated alike and given ample time and disclosure to make a fully informed decision At the heart of the Code’s framework for disclosures during an offer sits Rule 19, which sets expectations on diligence, accuracy and accountability for any published information. Rule 20 mandates equal access for all offeree shareholders and persons with information rights, while Rule 23 emphasises that disclosures must be adequate and timely so recipients can form a properly informed view of the offer’s merits (or demerits). Rule 30 governs the procedures and mechanics for issuing information, including the methods and timing for...
This Resource Note summarises the key provisions of Appendix 5 to The City Code on Takeovers and Mergers (the Code), addressing tender offers. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to offer practical assistance on interpreting and applying Appendix 5. Materials referenced in this Resource Note comprise: Practice Statements issued by the Panel Executive—the body responsible for the day‑to‑day oversight and regulation of takeovers ( Executive)—providing informal insight into the Executive’s usual approach to construing and operating the Code Panel Statements ( P/ S) released by the Panel, and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports of the Panel discussing broad matters ( Annual Reports) relevant Lexis+® UK...
Every company, other than those qualifying as small, is required to produce a strategic report for each financial year. This Practice Note outlines the obligations in sections 414A to 414D of the Companies Act 2006 ( CA 2006), setting out what a company must include when preparing a strategic report within its annual report and accounts for each financial year. In February 2026, the Financial Reporting Council ( FRC) refreshed its Guidance on the Strategic Report ( FRC Guidance) (see FRC Guidance on the Strategic Report below). Government withdraws draft corporate reporting regulations In October 2023, the UK government stated it would withdraw the draft Companies ( Strategic Report and Directors’ Report) ( Amendment) Regulations 2023, following consultation with businesses that highlighted worries about extra reporting burdens. The draft legislation, presented to Parliament in July 2023, would have introduced several new corporate reporting duties for very large UK...
STOP PRESS: In 2024, the Financial Reporting Council ( FRC) initiated a review of the UK Stewardship Code. The opening phase centred on targeted outreach designed to test whether asset managers, asset owners and other signatories are using the current Code in ways that deliver stronger stewardship outcomes through engagement with issuers across all asset classes in particular. Acting on the feedback received, the FRC introduced measures to lighten the reporting burden for signatories to the UK Stewardship Code, with those changes coming into force on 31 October 2024. The second phase took the form of a public consultation, which was launched on 11 November 2024 and closed on 19 February 2025. A revised UK Stewardship Code was published on 3 June 2025, with implementation and the first reporting cycle planned for 2026 thereafter. For further information, see LNB News 27/02/2024 16, LNB News...
At 11pm UK time on 31 January 2020 (exit day), the United Kingdom formally departed the European Union pursuant to a duly ratified Withdrawal Agreement concluded between the UK and the EU. The EU now treats the UK as a ‘third country’, ie a state that is neither an EU Member State nor a member of the European Free Trade Association ( EFTA). Throughout the implementation period (up to 11pm UK time on 31 December 2020), the UK and the EU worked diligently to negotiate and conclude an agreement intended to govern their future relationship. A political declaration set out the framework for that future relationship, with its detailed terms settled by the parties at the same time as the Withdrawal Agreement. The EU– UK Trade and Cooperation Agreement ( TCA), ie the post- Brexit trade accord between the UK and the EU, was...
ARCHIVED: Lexis+® UK Corporate examined market trends in equity capital markets ( ECM) transactions in 2019 Background and approach This review considers the 22 companies that joined the standard segment of the Official List in 2019, whether via IPO, introduction or transfer from AIM. It sits within our annual trend report, intended to provide insight into the prevailing dynamics of UK ECM activity. IPOs in 2019— Main Market and AIM [ Archived] Secondary Offers in 2019— Main Market and AIM [ Archived] Risk factor disclosure in 2019 IPOs [ Archived] Legal and regulatory developments in Equity Capital Markets 2019 [ Archived] Introduction to standard listings Before harmonisation of certain key elements of capital markets regulation across the EU, the UK listing framework was divided into primary and secondary listing categories. A primary listing served as the main category for UK and overseas issuers able to meet the...
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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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