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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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This Practice Note examines the regulatory information services regime through which an issuer (whose transferable securities are admitted to trading on a UK regulated market) must make regulated information public. It focuses on the functions of the regulatory information service ( RIS) and primary information provider ( PIP), and outlines the principal continuing obligations, together with the approval process and supervisory framework for a PIP. What is regulated information? Regulated information covers all information that an issuer, or any other person who has sought admission of financial instruments to trading on a regulated market without the issuer’s agreement, is required to disclose under: the Disclosure Guidance and Transparency Rules ( DTR); articles 17 to 19 of Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation); the UK Listing Rules ( UKLR). This includes inside information, financial results and...
This Practice Note summarises statutory and regulatory requirements for the preparation of a directors’ remuneration report by quoted companies in relation to directors’ remuneration reports for financial years beginning on or after 11 May 2025 These rules exclude companies whose shares are admitted to AIM, and therefore fall outside this regime. The Companies ( Directors’ Remuneration and Audit) ( Amendment) Regulations 2025 ( SI 2025/439) took effect on 11 May 2025, and now apply to relevant financial years commencing on or after that date. They stripped out elements of the remuneration reporting regime that duplicated obligations introduced in 2019 to implement EU law, thereby removing overlapping provisions. They also relieve unquoted traded companies of any obligation to produce a directors’ remuneration policy or report. As a result, the legislative position has largely reverted to the pre‑2019 framework (although two 2019 features remain: treating a CEO who is not on...
A UK-based purchaser of an overseas business should evaluate the following tax considerations: the prospective overseas and UK tax outlays linked to the acquisition tax-efficient ways to repatriate profits from the overseas entity to the UK buyer a tax-efficient exit strategy maximising the tax-efficiency of the target business This Practice Note is written from a UK tax perspective and also flags typical overseas tax points to address, including reporting, filing and compliance obligations. Local advice should be obtained in each jurisdiction in which the target operates. Overseas and UK tax costs associated with the acquisition of an overseas business The common UK and overseas tax costs relevant to acquiring an overseas business are summarised below. Transfer taxes Share acquisitions may attract local transfer or registration taxes, usually calculated as a percentage of the consideration for those shares, together with notary fees......
References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers ( Code), and references to the CA 2006 are to the Companies Act 2006. Glossary entries defined in the Definitions section at the start of the Code are flagged ‘( Code definition )’. A A Definition Acceleration statement ( Code definition ) An acceleration statement is a declaration by an offeror that brings forward the final date by which every condition to the offer must be satisfied or waived. See Practice Note: Offer tactics—revisions, extensions, acceleration statements and alternative offers— Acceleration statements and acceptance conditional invocation notices. Acceptance condition A condition to an offer that specifies the minimum level of acceptances below which the offeror may choose not to proceed. Rule 10.1 requires any offer for voting equity share...
Public M& A deals H1 2021— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material was issued in 2021 and is no longer updated or maintained. The Market Standards trend report delivers a detailed and in-depth examination of 22 firm offers, 24 possible offers, and two formal sale processes and/or strategic reviews all of which were announced by Main Market and AIM companies governed by the Takeover Code ( Code) in H1 2021. It offers perspective on public M& A trends and what we and our contributors anticipate for H2 2021 and thereafter and beyond. What does the Market Standards trend report cover? Topics addressed in the report include: outlook for H2 2021 deal values and volumes transaction structures hostile, rival and mandatory bids P2P deals UK and overseas bidder activity sector focus post-offer statements of intention ( POI statements) and coronavirus (...
This Practice Note outlines the principal features of the UK public offers and admissions to trading regime applying from 19 January 2026, as detailed in: The Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 ( POATRs) FCA Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ( PRM) (and the associated FCA policy statement PS25/9) FCA policy statement PS25/10: Final rules for public offer platforms, published on 15 July 2025 The POATRs, SI 2024/105, establish the statutory framework governing public offers of securities and the admission of securities to trading in the UK, replacing the former UK Prospectus Regulation. Two headline reforms are the removal of an express statutory obligation to produce a prospectus and the conferral of broader rule‑making powers on the FCA for admissions to trading and public offers. The FCA’s rules now determine when a...
Public M& A deals H1 2016— UK— Market Standards Trend Report [ Archived] ARCHIVED: Published in 2016, this content is no longer updated. The report offers comprehensive, detailed analysis of the 42 firm and......
Public M& A deals H1 2013— UK— Market Standards Trend Report [ Archived] ARCHIVED: Published in 2013, this content is not currently maintained. The report explores prevailing market trends with regard to......
Public M& A deals H1 2022— UK— Market Standards Trend Report [ Archived] ARCHIVED: This Practice Note is archived and is no longer maintained. The Market Standards trend report delivers detailed analysis of the 27 firm offers, 31 possible offers and ten formal sale processes and/or strategic reviews announced for Main Market and AIM companies governed by the Takeover Code ( Code) in H1 2022. It also provides insight into public M& A trends and what we and our contributors anticipate for H2 2022 and thereafter. What does the Market Standards trend report cover? 2022 outlook Value and volume of deals Transaction structures Hostile, rival and mandatory bids Public-to-private transactions Activity by UK and overseas bidders Industry focus Shareholder engagement Legal and regulatory developments The report assesses high-profile transactions, including the competing approaches for M& C Saatchi by...
Public M& A deals H1 2017— UK— Market Standards Trend Report [ Archived] Archived: This material was published in 2017 and is not maintained. The Market Standards Trend Report delivers detailed, in-depth analysis of the 52 announcements of firm and possible offers concerning companies governed by the Takeover Code in the first half of 2017. It provides insight into public M& A developments and what we might anticipate over the remainder of 2017 and beyond. The report features expert commentary from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn. Topics covered include transaction......
Public M& A deals H1 2015— UK— Market Standards Trend Report [ Archived] ARCHIVED: Released in 2015 and no longer maintained. This report delivers comprehensive analysis of the 46 as set out......
Public M& A deals H1 2014— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material has...
Public M& A deals 2018— UK–– Market Standards Trend Report [ Archived] ARCHIVED: This content was published in 2019 and is not maintained. The Market Standards trend report delivers in-depth analysis of the 42 firm and 49 possible offer announcements for companies governed by the Takeover Code in 2018. It shares insight on public M& A patterns and what we might anticipate in 2019 and thereafter. What does the Market Standards trend report cover? deal structures value and volume of deals hostile takeover activity industry focus public-to-private transactions UK and overseas bidder activity post-offer undertakings disclosure of bidder’s intentions legal and regulatory developments The report also examines high-profile transactions, including Melrose’s hostile offer for GKN and the competing......
Public M& A deals 2017— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material was issued in 2018 and is no longer updated. The Market Standards Trend Report delivers a comprehensive examination of the ninety firm, as well as possible, offer announcements concerning companies governed by the Takeover Code in 2017. It provides insight on public M& A trends and what we may expect to see in 2018 and beyond. The report features expert analysis from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn, and Adam Cain, Senior Associate at Pinsent Masons. Areas explored include transaction structure, among other topics as well,......
Public M& A deals 2016— UK— Market Standards Trend Report [ Archived] ARCHIVED: This content was published in 2017 and is not maintained. The Market Standards Trend Report offers detailed and thorough analysis of the 94 firm and possible offers announcements concerning companies subject to the Takeover Code during 2016. It provides clear insight into public M& A trends and what we might expect in 2017. The report includes expert commentary from Robert Ogilvy Watson, Partner at Ashurst LLP, Leon Ferera, Partner at Jones Day, and Rob Hutchings, Partner at Pinsent Masons LLP......
Public M& A deals 2014— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material was issued in 2015 and is not currently maintained at present. The report seeks to offer insight into developments in public M& A activity across 2014 and also considers what we might......
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public company takeover (whether by way of contractual offer or scheme of arrangement) as governed by the City Code on Takeovers and Mergers ( Code). It explores the legal and practical aspects of obtaining irrevocable commitments or undertakings and letters of intent in public company takeovers—whether via a contractual offer or a scheme of arrangement—under the City Code on Takeovers and Mergers (the Code). It contrasts irrevocables with letters of intent and the main reasons to prefer one over the other. Bidders typically seek irrevocable undertakings to accept from major target shareholders just before a Rule 2.7 firm intention announcement, to gain comfort that the bid will succeed. Such commitments let the offeror show substantial support on...
STOP PRESS: A major overhaul of the UK listing regime took effect on 29 July 2024, abolishing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is strongly disclosure-led and sits alongside other categories, including the following listing categories: shell companies secondary listing closed ended investment funds A new UK Listing Rules sourcebook implemented these changes and the previous Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it stood before 29 July 2024. A limited company intending to redeem redeemable shares must comply with the Companies Act 2006 ( CA 2006). In addition to CA 2006, there are further rules and guidance relevant to a listed company or an AIM company. In...
STOP PRESS: The UK listing framework underwent a major overhaul on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is strongly disclosure-led and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook took effect to implement these changes, and the previous sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it stood prior to 29 July 2024. A limited company planning to redeem redeemable shares must comply with the Companies Act 2006 ( CA 2006). In addition to CA 2006, other rules and guidance are relevant to a listed company or an AIM company. In particular, a listed company must have regard to the...
A company limited by shares can repurchase its own equity in itself provided the conditions in the Companies Act 2006 ( CA 2006) are satisfied. This is termed a share buyback, or the purchase of own shares. Beyond CA 2006, there are additional rules and guidance that apply to a listed company or an AIM company in this context. In particular, a listed company must consider the applicable Listing Rules ( LRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules), though these do not expressly and directly address buybacks; accordingly, AIM Regulation has stated that an AIM company’s compliance with the LRs in relation to share buybacks would constitute best practice in most cases and circumstances. An AIM company is also within scope of DTR 5. In...
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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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