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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 forms part of a multi‑jurisdictional guide that covers the essential elements of creating specific business entities around the world. Leading law firms within the Multilaw global network respond to key questions on the subject. This guide sets out the primary considerations when establishing a limited liability company in New Zealand. Current as at 13 January 2023. Authors: Mark Lowndes and Kerri Dewe, Tompkins Wake, a Multilaw member firm Common entities Which entity form is addressed in this questionnaire? Which other commonly used forms in this jurisdiction are treated in another questionnaire? The focus here is the limited liability company. The registered overseas company is covered in a separate response. Identify other entity types in your jurisdiction that exist but are not covered by a questionnaire at this time: Sole...
This Practice Note forms part of a cross‑border guide covering core issues in establishing particular business vehicles worldwide. Top law firms within the Multilaw global network respond to pivotal queries on this subject. The guide outlines principal considerations for setting up a private limited liability company in Myanmar. Updated as at 22 September 2025. Authored by Yuwadee Thean‑ngarm, Tilleke & Gibbins Myanmar Limited, a Multilaw member firm. Common entities This response centres on the private limited liability company (tarwon kant-that-htar-thi amyar-hnint ma-thet-sai-thi company). The Myanmar transliteration of private limited liability company is tarwon kant-that-htar-thi amyar-hnint ma-thet-sai-thi company, and its official abbreviations are Ltd. ( Limited) or Co., Ltd. ( Company Limited). In Myanmar, this vehicle is referred to both as a Limited Company and simply as a company... Other entity types in this jurisdiction, not addressed by a separate questionnaire at this time,...
This Practice Note is part of a cross‑jurisdictional guide that covers key facets of forming specific business entities across global jurisdictions. Member firms within the Multilaw network supply responses to the core questions. This edition sets out the main considerations when establishing a limited liability company in China. Current as at 8 September 2025. Authors: Lixin Cui and Henry Shi, Jun He LLP, a Multilaw member firm. Common entities The subject of this questionnaire is the limited liability company ( LLC). Other entity types that exist in this jurisdiction but are not covered here include: Partnership Company limited by shares Financial institution, and Non-profit organisation General principles Main legal...
This Practice Note sits within a multi-jurisdictional guide that covers the key elements of establishing particular business entities worldwide. Leading firms in the Multilaw global network respond to core questions on the subject. This guide outlines the principal issues when setting up a private limited company in Cambodia. Current as of 23 July 2024. Author: Jay Cohen and Mealtey Oeurn, Tilleke & Gibbins, a Multilaw member firm... Common entities What form of entity is the subject of this questionnaire? Which other commonly used entities in this jurisdiction are dealt with in another questionnaire? Private limited company ( Kromhoun Elachon Tortoul Khos Trov Mean Komrith) (subject of this response)... Identify other entity types in your jurisdiction that exist but are not covered by a questionnaire at this time: General partnership ( Kromhoun...
This Practice Note forms part of a multi-jurisdictional guide covering key aspects of creating particular business entities worldwide. Leading law firms within the Multilaw global network respond to essential questions on this theme. This note outlines important points when establishing a private trading trust in Australia. Current as at 13 January 2023. Author: Paul Kirton, Macpherson Kelley, a Multilaw member firm. Common entities Which form of entity is addressed by this questionnaire, and which other commonly used entities here are dealt with in a separate response? This response concerns the private trading trust (trading trust). The privately owned company is considered in another response. Identify other entity types in this jurisdiction that exist but are not the subject of a questionnaire at this time: Public company ...
This Practice Note outlines the EU remuneration framework contained in the Capital Requirements Directive 2013/36/ EU ( EU CRD IV) and Regulation ( EU) 575/2013 ( EU CRR), together with the remuneration provisions in the Investment Firms Directive ( EU) 2019/2034 ( IFD) and the Investment Firms Regulation ( EU) 2019/2033 ( IFR). These rules apply to pay awarded by credit institutions and investment firms to their staff... Background and introduction to EU CRD IV and EU CRR In the aftermath of the 2008 global financial crisis, the Financial Stability Board ( FSB) and a number of national regulators reviewed remuneration governance and structures across financial services. They concluded that: firms and supervisors underestimated how pay policies and practices could fuel excessive risk-taking remuneration design, notably cash-heavy, short-term incentives, promoted undue risk appetite bonus pool methodologies did not adequately reflect firms’ capital and...
In a majority/minority corporate joint venture, a shareholder holding more than 50 per cent of the share capital of the joint venture company ( JVC) can direct the venture, both in the boardroom and at shareholder level. Appoint a majority of directors Appoint the chair Possibly designate named board executives (such as the chief executive) Pass board resolutions Pass shareholder resolutions by majority vote The Companies Act 2006 ( CA 2006) contains no definition of a minority member (or shareholder). In practice, in a company with share capital and voting rights, a holder of under 50 per cent will usually be a minority shareholder, meaning it cannot block ordinary resolutions put forward for approval. A minority shareholder with under 25 per cent of the voting shares also cannot block special resolutions proposed for approval. It is therefore common for a...
Majority/minority joint venture shareholders’ agreement This Practice Note provides guidance for a drafter on preparing and/or reviewing a majority/minority corporate joint venture agreement ( JVA) (also referred to as a shareholders’ agreement). It addresses arrangements where two joint venture parties form a separate limited company incorporated in England and Wales (the joint venture company ( JVC)), each becoming a shareholder but with unequal shareholdings-one holding a majority interest and the other a minority interest-and where there is split exchange and completion, with conditions to completion applying. Outlined below are matters to assess when drafting and/or reviewing the principal provisions of such a majority/minority JVA. For further guidance on establishing a corporate joint venture, see Practice Notes: Setting up a corporate joint venture-initial considerations and Setting up a joint venture-choice of structure. For additional material on documenting a corporate joint venture, see Practice Notes:...
AIFMD transparency and prospectus requirements The Alternative Investment Fund Managers Directive ( Directive 2011/61/ EU) ( AIFMD) took effect in UK national law on 22 July 2013, establishing rules on transparency and the information to be provided to prospective investors before they commit to an investment decision. For investors and an alternative investment fund manager ( AIFM), the core document is the investment prospectus (also referred to as an information memorandum). It must present all material details about the opportunity so that an investor can make a properly informed choice. This Practice Note outlines the prospectus transparency obligations in the Financial Conduct Authority ( FCA) Handbook-specifically, the Investment Funds sourcebook, chapter 3.2 ( FUND 3.2)-and examines how these principles should be applied when preparing an investment memorandum that is fit for purpose. Related materials include: Practice Note: UK AIFM...
This fundamentals note looks at several of the principal characteristics of limited partnerships formed in England under the Limited Partnerships Act 1907 ( LPA 1907). What is a limited partnership? A limited partnership is a type of partnership vehicle established under the LPA 1907 which, among other purposes, has been used as the standard structure for private equity funds. As with a general partnership, a limited partnership is not a legal entity but a relationship between partners; ie, unlike a body corporate, an English limited partnership does not possess separate legal personality. The LPA 1907 describes a limited partnership as comprising: one or more persons called ‘general partners’ who are jointly and severally liable for all debts and obligations of the partnership, and one or more persons called ‘limited partners’ For further information see Practice Note: The nature of a limited...
ARCHIVED : This Practice Note has been archived and is not maintained. This archived Practice Note explored how parties involved in UK public company takeovers approached the mandatory foreign direct investment ( FDI) notification framework (the NSI regime) introduced by the National Security and Investment Act 2021. The NSI regime runs alongside the existing merger control regime and replaces the government’s ability to intervene in merger inquiries on national security grounds. The Act obtained Royal Assent on 29 April 2021 and became fully in force on 4 January 2022. It reviews how companies are addressing the NSI regime within UK public company takeover transactions. For analysis of these deals and the underlying transaction documentation, see our Market Standards deal analysis tool. Our Market Standards-a guide for users offers both an online demonstration of the Market Standards database and a PDF user guide. News...
On 4 January 2022, the National Security and Investment Act 2021 ( NSI Act) brought in a compulsory foreign direct investment ( FDI) notification framework in the UK for deals in specified sectors to safeguard national security. Running in parallel with the existing merger control system, it supplanted the former powers that allowed government intervention in merger reviews on national security grounds. The tracker below outlines the NSI Act’s journey through the parliamentary process. In particular, it charts the legislation’s movement through Parliament to its enactment, as well as later significant milestones and materials released once the NSI Act took effect. 2026 Date Stage Further reading 26/03/2026 The Cabinet Office issued a Memorandum of Understanding ( Mo U) with the CMA on how the NSI Act operates. This Mo U replaces a June 2022 Mo U between BEIS and the CMA • Mo U...
Case tracker This tracker sets out the latest positions and developments in key cases of interest to corporate practitioners where judgment was delivered, or is expected, in 2021. It spans significant matters before the High Court, Court of Appeal, the Supreme Court and the Court of Justice of the European Union. It is not intended as an exhaustive record of all cases heard in 2021. This case tracker is divided into two parts: ongoing cases, i.e. those under appeal, and recent cases, arranged with the most recent first For the purposes of this tracker, CA 2006 means the Companies Act 2006. Ongoing cases Case, Citation, Next court, Subject, Status and background, Further information. Satyam Enterprises Ltd v Burton and another [2021] EWCA Civ 287. Remitted to the High Court for further hearing. Directors’ duties - return of capital - Duomatic principle. The Court of Appeal allowed an appeal...
ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note sets out the principal modifications to Retained Regulation ( EU) 596/2014 (the UK Market Abuse Regulation) resulting from the onshoring process, of particular relevance to corporate lawyers. It summarises revisions to article 2 ( Scope), article 3 ( Definitions), article 5 ( Exemption for buy-back programmes and stabilisation), article 9 ( Legitimate behaviour), article 11 ( Market soundings), article 12 ( Market manipulation), article 13 ( Accepted market practices), article 17 ( Public disclosure of inside information), article 18 ( Insider lists) and article 19 ( Managers’ transactions). The following statutory instruments are pertinent when considering amendments to the UK Market Abuse Regulation: Market Abuse ( Amendment) ( EU Exit) Regulations 2019 ( Market Abuse Regulations 2019), made on 18 February 2019 Gibraltar ( Miscellaneous Amendments) ( EU Exit)...
This Practice Note forms part of the Share purchase transaction collection. Both the buyer and the seller will need to make preparations for the conduct of due diligence, to ensure the process runs smoothly and does not unnecessarily hinder the progress of the transaction. Buyer: due diligence preparations Type and extent of due diligence The buyer must first decide which kinds of due diligence it wishes to conduct (legal, commercial, financial, tax, or other specialist due diligence such as actuarial). This will depend on the nature of the business and the circumstances of the transaction (including the outline deal terms set out in the heads of terms). The scope of due diligence might be narrowed, for instance, by time constraints (especially in a competitive bidding process) or by the fact that the buyer is able to avert transactional risk because it will seek to put...
Offset arrangements occur when a bidder must provide, or is offered, extra investment, payments, or other industrial, commercial, or economic advantages as a prerequisite of its tender, typically as part of a public procurement arrangement or contract. Prevalent in the aerospace and defence sectors, these mechanisms are also known as offset agreements, industrial benefit, industrial participation, industrial co-operation, juste retour, or counter-trade. Buying states often insist on offsets to balance substantial procurement outlay, or to secure access to advanced technology or employment opportunities. Numerous jurisdictions embed offsets within bid evaluation criteria and attribute considerable weight to them when scoring tenders at the award stage. Types of offset arrangement—direct or indirect Direct offset A direct offset links straight to the principal contract, for example producing a component within the buyer’s territory. Indirect offset An indirect offset arises when the supplier, or its government, must purchase or invest in...
ARCHIVED: This content was published in 2024 and is not maintained. The Market Standards Trend Report offers detailed analysis of 56 firm offers, 39 possible offers and 11 formal sale process and/or strategic review announcements by Main Market and AIM companies subject to the Takeover Code in 2023. It shares insight on public M& A trends and what Market Standards, Lexis+® UK Practical Guidance and our contributors anticipate for 2024 and beyond. What does the Market Standards trend report cover? 2024 outlook deal values and volumes transaction structures unrecommended, competing and mandatory offers public-to-private ( P2P) deals bidder jurisdiction sector offer timetables deal financing shareholder engagement legal and regulatory developments The report includes analysis of high-profile transactions, including EQT’s £4.5bn offer for Dechra Pharmaceuticals, Brookfield’s £2.2bn offer for Network...
ARCHIVED: This Practice Note has been archived and is not maintained. The Market Standards trend report offers a detailed review of the 46 firm offers, 47 possible offers and 17 formal sale processes and/or strategic reviews announced in 2022 by Main Market and AIM companies subject to the Takeover Code. It provides perspective on public M& A patterns and what we and our contributors expect in 2023 and beyond. What does the Market Standards trend report cover? outlook for 2022 deal value and volume deal structure hostile, competing and mandatory offers P2P transactions UK and overseas bidder activity industry focus shareholder engagement legal and regulatory developments The report features analysis of notable deals, including Schneider Electric’s £9.9bn offer for AVEVA Group and the competing proposals for M& C Saatchi from Advanced Adv T and Next Fifteen...
ARCHIVED: This content was published in 2019 and is not maintained. Market Standards’s latest trend report, Trends in UK Public M& A deals in H1 2019, explores prevailing patterns in the UK public mergers and acquisitions ( M& A) arena. It delivers a thorough review of the 33 firm offers, 18 possible offers, five formal sale processes and one strategic review announced in H1 2019, offering perspective on what we may see throughout 2019 and thereafter. Highlights of the report: Comprehensive statistical deal information for H1 2019, covering deal structure and consideration Side-by-side comparison of H1 and H2 deal value and volume across a five-year horizon Detailed examination of hostile takeovers, mandatory offers and competing bids in H1 2019......
What does the Market Standards Trend Report cover? Click here to download the full report in Shorthand format. The Market Standards Trend Report offers a detailed examination of 55 firm offers, 51 possible offers and 15 announcements of formal sale processes, private sale processes and/or strategic reviews, announced in 2024 by Main Market and AIM companies subject to the Takeover Code (the Code). It shares insight into UK public M& A trends and what we, together with leading experts from Addleshaw Goddard, Ashurst, Bird & Bird, Hogan Lovells, Linklaters, Macfarlanes, Paul Weiss and White & Case, expect for 2025 and beyond. outlook for 2025 deal value and deal volume deal structure unrecommended and competing offers public to private ( P2P) transactions bidder jurisdiction industry nature of consideration and bid financing irrevocable...
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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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