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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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Last updated 12 March 2025. Tracker overview This Practice Note monitors special purpose acquisition companies ( SPACs) and cash shell companies that have joined trading on the London Stock Exchange’s Main Market or AIM since 2019. It likewise records any subsequent fundraisings, reverse takeovers, de‑listings, and transfers between markets through to completion of their investment (the de‑ SPAC transaction). UKLR listing category for shell companies On 29 July 2024, the UK Listing Rules introduced a distinct listing category for shell companies (including SPACs), with bespoke provisions set out in UKLR 13. These rules preserve the ‘ SPAC‑friendly’ measures (previously LR 5.6.18AG) enabling larger SPACs with specified investor protections to avoid the default presumption of suspension upon the announcement or leak of an acquisition. For further detail on the shell companies category see Checklist: UK Listing Rules ( UKLR) listing...
This Practice Note sets out the principal legal and commercial considerations for a purchaser contemplating the acquisition of a software business. It concentrates in particular on technology and intellectual property ( IP) matters, together with broader points that commonly arise on any business purchase. Dedicated and detailed treatment is given to due diligence. The analysis is primarily from the buyer’s viewpoint, while signposting issues that may concern the seller where appropriate. See also Practice Note: Corporate transactions for technology lawyers for deeper coverage of topics relevant to the IT dimensions of corporate deals. Matters of data protection fall outside the ambit of this Practice Note, but should still be taken into account as needed. For guidance on data protection considerations that might arise in a corporate acquisition (including in relation to IT systems), refer specifically to Practice Note: The impact of the UK GDPR on...
ARCHIVED: This Practice Note is archived and not kept up to date. It examines the legal and regulatory framework for the corporate form called a UK Societas. The UK Societas derives from the European company model—the Societas Europaea ( SE)—which, following the UK’s departure from the EU, can no longer be used domestically. This material is provided for context only. European companies and the impact of Brexit A European company, or Societas Europaea ( SE), is a corporate body that can be incorporated within the European Union (see Council Regulation 2157/2001/ EEC of 8 October 2001 on the Statute of a European Company (the SE Regulations)). Once established, it has separate legal personality, is entered on the register of the member state hosting its head office, yet enjoys EU-wide status and recognition. An SE is a public limited liability entity and is governed by the law of the...
ARCHIVED : This Practice Note has been archived and is not maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, accompanied by an explanatory memorandum. The regulations supplant the assimilated UK Short Selling Regulation and set out a new and comprehensive legislative framework governing short selling in the UK, defining specific designated activities applicable to short selling and conferring upon the Financial Conduct Authority powers to make rules for those activities, together with authority to intervene as appropriate in exceptional circumstances. Certain provisions took effect on 14 January 2025, with the remaining provisions then commencing on the day the revocation of the UK Short Selling Regulation takes effect under the Financial Services and Markets Act 2023. For a summary of the background to the new UK regime, see The UK Short Selling Regulation— Review of the UK Short...
Short selling: the two key types The onshored Short Selling Regulation, Assimilated Regulation ( EU) 236/2012 (the UK Short Selling Regulation), applies in the UK and sets out the definition of short selling in Article 2. Put simply, it is a method where a trader agrees to sell a security they do not presently own, seeking to profit by selling first and, later on, buying the same security back at a lower price so it can be returned to the original holder. The strategy hinges on a subsequent repurchase at a reduced price to realise a gain. Short selling occurs in the cash equities markets, and there are derivative equivalents that mirror the effect. A short exposure can also be established using index futures, options, and spread bets, offering alternative ways to implement the view that prices may fall. In summary, there are two types of short...
ARCHIVED: Released in 2020 and not actively maintained, this Market Standards trend report—produced with White & Case and Activist Insight, and featuring contributions from UBS Investment Bank, Georgeson and Greenbrook—examines recent UK shareholder activism, including a look back at H1 2020. It also sets out how companies can ready themselves for an activist approach and offers guidance for activists on running a successful campaign in the UK... What does the Market Standards trend report cover? Activity levels, such as the number of companies targeted and the capital committed to campaigns Target company profile, covering industry sector and size Activist profile, including the volume of first-time activists The nature of the demands activists are making How far activists succeed in securing their objectives How companies can prepare for an activist approach Tips for running a...
This Practice Note forms part of the Share purchase transaction collection. Beyond choosing whether to structure the deal as a share purchase or an asset purchase, numerous matters warrant attention at the outset, before due diligence and negotiation of the principal transaction documents. These points may influence the key commercial and legal terms, so both sides should address them before agreeing outline commercial terms (and signing heads of terms) and setting the transaction timetable. The issues highlighted below (and in the Practice Notes referenced) are likely to be relevant throughout the process—especially when negotiating the share purchase agreement—but they are raised early so lawyers for both parties can consider them and advise their clients as soon as possible. Corporate issues to consider Some principal corporate law points to assess at the start of the transaction are summarised below; not all will apply, depending on the nature of the...
For further details, refer to Checklist: Post-completion environmental issues (share purchase)—checklist. Deal with any environmental health and safety ( EHS) issues highlighted in the legal due diligence report Legal due diligence reports and share purchase agreements ( SPAs) may specify particular matters to resolve after completion. Typical steps include: Conducting a baseline phase 2 environmental audit Carrying out a phase 1 compliance audit to address items identified during due diligence Producing an asbestos management plan Implementing recommendations from a fire risk assessment or a legionella report With control of the property, the buyer undertakes these activities. The SPA may include arrangements for the seller’s lawyers to influence the post-completion programme, such as: Agreeing the scope of any environmental audits Granting access rights to complete specified works Providing for the seller to reimburse costs incurred by the...
Private equity backed companies The challenges encountered by private equity backed businesses when deploying shares to motivate staff broadly mirror those experienced by other organisations. Nonetheless, these entities have certain distinctive characteristics that warrant attention. Private equity deals are commonly arranged through a parent company that, in turn, owns shares in the trading company. It is also frequent to see one or more intermediary holding companies positioned between the top holding entity and the trading company. The ultimate owners of the holding company, alongside management investors, will typically comprise one or more partnerships or investment funds. Control: Qualifying to grant tax-advantaged options Depending on the stake held by a private equity investor, and the control rights conferred by the company’s articles of association and any investment agreement, the company that issues the shares (the 'issuing company') may be regarded as controlled by another company. This...
This Practice Note describes: the awards available to employees under a Share Incentive Plan ( SIP) the statutory conditions which a SIP must satisfy the tax benefits of SIP awards A SIP is a tax-advantaged share arrangement designed to give employees of both listed and unlisted companies the chance to acquire shares (rather than options over shares) in their employer or its parent company. Shares obtained are held beneficially for employees by the trustee of a UK-resident trust (the SIP Trustee), on their behalf. To access the relevant tax advantages, a SIP must meet the conditions set out in Schedule 2 to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), as a prerequisite. A company may establish a SIP solely for its own staff or, if it controls other companies, extend the plan to employees of one or more of...
A AIM A market for securities run by London Stock Exchange plc, featuring lighter admission criteria and ongoing obligations than the main regulated markets. Formerly the Alternative Investment Market, it is now referred to simply as AIM. AIM company A company with a class of its shares traded on AIM. Acquisition accounting An accounting method whereby the acquirer recognises the acquired assets and liabilities on its balance sheet at the acquisition date, with any difference between the consideration paid and the fair value of the net assets acquired recorded as purchased goodwill. Allotment Shares are treated as allotted when a person obtains the unconditional right to be entered in the company’s register of members in respect of those shares ( Companies Act 2006, s 558). Allotment is then followed by the issue of the shares. Allotment authority The authority under CA 2006, ss 549–551 enabling the directors to allot shares in the...
Stock appreciation rights In the US, stock appreciation rights are a familiar mechanism enabling employees to receive a sum reflecting any increase in the company’s share price over a defined period. In the UK, these are generally referred to as share appreciation rights ( SARs). Both quoted and private companies may grant SARs. In effect, a SAR is an unapproved (non-tax advantaged) share award, with a structure that can be highly adaptable. In outline, a SAR is: awarded over a specified number of shares; and set with a base value or exercise price, usually equal to the market value of the shares at grant SARs can be settled in cash or in shares. For a discussion of how a SAR differs from a phantom option, see Q& A: What is the difference between a phantom option and a SAR?......
This Practice Note reviews the nature and objectives of stabilisation, the way stabilisation is conducted, the potential offences that may arise when performing stabilisation, and the availability of the safe harbour under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) No 596/2014) and the UK Buy-back and Stabilisation Regulation ( Assimilated Regulation ( EU) 2016/1052, which supplements the Market Abuse Regulation by setting regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures). For commentary on the stamp duty and stamp duty reserve tax consequences of a stabilisation transaction, see Practice Note: Stamp duty and SDRT implications of stabilisation transactions, including the over-allotment or greenshoe option (a subscription to Lexis+® UK Tax will be required). What is stabilisation? Stabilisation is, at its core, the artificial intervention in the market price of securities to keep the price at a chosen level and...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The new framework governing public offers of securities and admissions to trading in the UK is contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with 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 simplify capital raising and significantly lessen the circumstances in which a company is obliged to publish an FCA-approved prospectus for a subsequent issue of shares. For full information on the changes, see the Practice Note: UK prospectus regime reform. This Practice Note reflects the regime that applied prior to 19 January 2026......
A company is generally understood to possess an implied authority to share its profits with its members, save where its articles of association state otherwise. A dividend constitutes one category of distribution that a company may make to its members; in practice, dividends are the distribution most frequently paid by companies. Any distribution must satisfy the requirements of Part 23 of the Companies Act 2006 ( CA 2006), together with the applicable common law principles on distributions as adapted by that Part, if it is to be lawful. For an exploration of the legal framework and practical aspects of company distributions, see Practice Note: Distributions. For guidance on the ramifications of breaching the law on distributions, see Practice Note: Unlawful distributions. In ordinary usage, a ‘dividend’ means a portion of profits, whether at a fixed percentage or otherwise, apportioned to the holders of a...
UKCG Code, UK Listing Rules and DTRs The UKCG Code applies to companies that hold a listing of equity shares in the equity shares (commercial companies) category, whether incorporated in the UK or elsewhere, and it sets out provisions on the establishment of committees of the board. It requires the creation of an audit committee, and it also envisages that, in particular circumstances, companies with a listing of equity shares in the equity shares (commercial companies) category may wish to establish a separate risk committee. For further guidance on audit committees, see Practice Note: The audit committee. Under the Financial Conduct Authority ( FCA) UK Listing Rules ( UKLR), all companies with a listing of equity shares in the equity shares (commercial companies) category are required either to comply with the provisions of the UKCG Code or to explain to...
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026 throughout the United Kingdom. The latest rules for public offers of securities and for admissions to trading in the UK are chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and in the FCA sourcebook titled 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 aim to streamline capital raising and materially cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026......
Regulation 3 of the Reporting on Payment Practices Regulations 2017, SI 2017/395 (the Regulations), Under Regulation 3 of the Reporting on Payment Practices Regulations 2017, SI 2017/395 (the Regulations), specified large companies and Limited Liability Partnerships ( LLPs) — described as 'qualifying companies' and 'qualifying LLPs' — must compile and publish details of their payment policies and performance for 'qualifying contracts' twice in each financial year on an official website, and do so within 30 days after the close of every reporting period. These obligations were brought in to address the widely reported issue of smaller, financially fragile suppliers being made to endure lengthy waits for payment for the goods and services they provide. The corresponding regulations for LLPs are available here. The Department for Business and Trade ( DBT) has issued guidance (the Guidance) to help relevant businesses comply with their...
UK real estate investment trusts ( UK REITs) The UK regime for real estate investment trusts ( REITs, termed UK REITs in statute) took effect on 1 January 2007. There are now in excess of 150 REITs, several of which moved into the structure when the framework first commenced. Those early adopters have since been joined by many more participants owing to revisions to the entry criteria, in particular the following: the removal of the entry charge; permission for REITs to invest in other REITs; and a relaxation of the listing condition so that companies without a formal listing, but admitted to trading and actually traded on a recognised stock exchange (for example on markets such as AIM), can also qualify. Further amendments have been introduced to the REIT rules in recent years with the stated intention of making the regime more...
The register of overseas entities The register of overseas entities took effect on 1 August 2022. Overseas entities wishing to buy, sell or transfer land or property in the UK were required to sign up with Companies House and state their registrable beneficial owners or managing officers by 31 January 2023. Corporate transparency is now regarded as a critical component of any plan to curb or eradicate corruption, tax evasion, terrorist financing and money laundering. In the aftermath of Russia’s invasion of Ukraine, HM Government fast‑tracked the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022). Under EC( TE) A 2022, an overseas entity must register with, and supply details of its beneficial owners to, UK Companies House before it can be recorded as the legal owner of UK land. EC( TE) A 2022 is, in large part, derived from 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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