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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Beyond choosing between a share sale and an asset sale structure, a range of matters should be weighed at the outset of a private equity buyout ( MBO), before due diligence begins and the principal transaction documents are negotiated. These matters can influence the core commercial and legal terms, so each side is well advised to address them before settling any headline terms (and before executing heads of terms for both the acquisition and equity elements) and before fixing the transaction timetable. The topics outlined below (and in the Practice Notes referenced in this sub‑phase) may remain relevant throughout the deal, particularly during negotiation of the formal documentation, but they are highlighted early because lawyers for all interested parties ought to consider them and brief their clients as soon as...
A Accelerated depreciation Accelerated depreciation refers to HM Revenue & Customs rules letting companies deduct, from taxable profits, the falling value of business assets (for example, plant and machinery) more quickly than those assets actually depreciate. The most widely used methods are sum-of-the-years’-digits and double-declining balance. Acquisition The act of obtaining a controlling stake in another company, or any transaction where the bidder secures 50% or more of the target. Acquisition finance External funding taken on by the buyer to finance an acquisition. This may consist of bank borrowing and/or equity, such as raising capital through a share issue. Alternative investment fund ( AIF) Any collective investment undertaking, including an AIF’s investment compartments, that gathers capital from multiple investors to invest under a defined investment policy for their benefit, and which is not a fund covered by...
When considering entry into a joint venture, participants should carefully scrutinise the identity of the other intended parties and the experience and resources they expect to bring to the venture. They are, therefore, likely to want to ensure those parties remain engaged in the joint venture (at least for a pre‑agreed period of time) and to retain controls over to whom they may transfer their shares. The nature of any share transfer constraints adopted will also depend on, among other things, the anticipated duration of the joint venture, how the parties propose to realise their investments, the cash‑flow and fundraising requirements of the parties, and any share transfer restrictions contained in other transaction documents, e.g. financing documents. Restrictions on transfer For these reasons, most joint venture agreements ( JVA) (also known as shareholders’ agreements) and/or the articles of association will include a series of...
FORTHCOMING CHANGE: After the 2020 call for evidence, the 2021 outcome, scrutiny by the relevant HMRC and industry working group, and a 2023 consultation, the government stated in its consultation outcome on 28 April 2025 that, from 2027, it plans to replace stamp duty and SDRT with a single self-assessed stamp tax on securities, broadly in line with the 2023 consultation proposals. As further confirmed in Budget 2025 on 26 November 2025, this unified tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) via a new online portal. For more information, see News Analyses: Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023— Stamp and transfer taxes Budget 2025— Tax...
A limited company can repurchase its own shares provided it satisfies specific conditions in the Companies Act 2006 ( CA 2006). This activity is described as a share buyback, or a purchase of own shares. Alongside CA 2006, additional rules and guidance apply to any listed or AIM company intending to acquire its shares. The CA 2006 constraints on buybacks do not extend to unlimited companies. For more detail on that company type, see Practice Note: Unlimited companies. For an outline of the steps to implement a buyback, see Practice Note: How to carry out a share buyback. For an overview of the legal framework and typical motivations for a buyback, see Practice Note: Share buybacks—the legal framework. Off-market or on-market? Only one form of buyback is available to a private limited company: it may conduct an off-market purchase of shares....
Acquiring a private or unquoted company is usually executed via a contractual deal set out in a sale and purchase agreement between the seller(s) and the buyer. This Practice Note considers how an acquisition of an unquoted company (the target) may alternatively be implemented by an offer, when that route might be chosen, the principal documentation required, and the key legal, regulatory and commercial considerations. It also addresses the application of the financial promotion regime to approaches made to target shareholders and to offers for unquoted companies. This Practice Note does not address offers for listed or quoted companies carried out under the General Principles and detailed Rules contained in the City Code on Takeovers and Mergers (the Code) under the supervision of the Takeover Panel (the Panel) (see generally: Terms and conduct of an...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note examines how stabilisation operated in the UK before 3 July 2016 (when the Market Abuse Regulation took effect), covering, in particular, possible offences associated with stabilisation activities in that period, the available safe harbour protections and how they applied, together with the relevant obligations under the Buy-back and Stabilisation Regulation, and the Financial Conduct Authority’s ( FCA) price stabilising provisions contained within its Market Conduct Sourcebook ( MAR), among other matters. For guidance on stabilisation from 3 July 2016, see Practice Note: Stabilisation—from 3 July 2016 ( Market Abuse Regulation), which explains the position under MAR. This note, together with related materials on the UK stabilisation framework before the Market Abuse Regulation, is kept for reference purposes only and reflects the law as at 2 July 2016. When equity...
Temporary permissions regime ( TPR) and temporary marketing permissions regime ( TMPR) This Practice Note examines the Financial Conduct Authority ( FCA) and Prudential Regulation Authority ( PRA)/ Bank of England ( Bo E) temporary permissions regime ( TPR) and the temporary marketing permissions regime ( TMPR), introduced at the close of the implementation period following the UK’s exit from the EU. The TPR has concluded (31 December 2023). In contrast, the TMPR for EEA UCITS remains operative and has been extended to 31 December 2026 to aid transition to the Overseas Funds Regime ( OFR). These arrangements allowed EEA passporting firms and funds to continue UK activities for a limited duration after the implementation period while pursuing full UK authorisation or recognition. The European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union (...
ARCHIVED : This Practice Note is archived and no longer maintained. At 11pm ( UK time) on 31 January 2020 (exit day), the United Kingdom departed the European Union under a ratified Withdrawal Agreement between the UK and the EU. From that moment, the EU has regarded the UK as a ‘third country’, meaning it is neither an EU Member State nor a member of the European Free Trade Association ( EFTA). During the Brexit implementation period, which stretched from exit day to 11pm UK time on 31 December 2020 ( IP completion day), the principal EU regulations effectively continued to apply for Corporate lawyers (see Practice Note: The effect of Brexit on UK company law [ Archived]); however, from IP completion day, certain changes altered this position. Several of the potential amendments to UK corporate law identified before IP completion day were...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note does the following: sets out where to locate updates on the most recent Brexit developments, especially those affecting financial institutions; describes the effects on UK legislation at the close of the transition period and the approach adopted to on‑shoring financial services legislation; covers Brexit matters of broad relevance to finance transactions, including passporting, security and data transfers; identifies principal issues for distinct forms of financing (for example, project finance, real estate, aviation, debt capital markets ( DCM), securitisation, derivatives and transactions involving individuals); and details the effect of certain significant statutory instruments. For the impact of Brexit on documentary terms in facilities agreements, see the Brexit checklist—finance documents [ Archived] and Practice Note: Brexit—documentary implications for facility agreements [...
ARCHIVED: This Practice Note has been archived and is not maintained. As a consequence of the 23 June 2016 referendum on EU membership, in which 52% voted for the UK to leave, the UK exited the EU on 31 January 2020 (exit day). Pursuant to the Withdrawal Agreement, the UK moved into a transition phase (implementation period) during which EU law continued to apply. That implementation period concluded on 31 December 2020 ( IP completion day), when key transitional measures ceased and substantial changes started to apply across the UK’s legal framework. Throughout the implementation period, the UK government issued practical guidance to assist businesses in preparing for how particular regimes pertinent to environmental law would function after IP completion day. On, and immediately after, IP completion day, a number of these guidance notes were republished to mirror the confirmed legal and...
Status of the UK This material is archived and is not being updated. From exit day (31 January 2020), the UK ceased to be an EU Member State and, in line with the Withdrawal Agreement, entered an implementation phase during which EU law continued to apply. Citations to exit day in numerous Brexit SIs should be interpreted as referring to IP completion day ( Implementation Period completion day, defined in clause 39 as 31 December 2020 at 11.00 pm), unless the relevant SI expressly disapplies that reading. For more detail, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union ( Withdrawal Agreement) Act 2020 for R& I lawyers, and Brexit Bulletin—key updates, research tips and resources. We consider certain matters for R& I practitioners and professionals, in particular concerning (i) Regulation ( EU) 2015/848 ( OJ L141/19), the Recast...
This Practice Note outlines the regulatory framework for public offers of securities in the UK and the admission of securities to trading on a UK regulated market, which took effect on 19 January 2026. It reviews the Public Offers and Admissions to Trading Regulations 2024 ( POATRs), SI 2024/105, with emphasis on the prohibition on public offers of securities in the UK and the exceptions to that prohibition. It also explains when a prospectus is required under the FCA Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ( PRM). The focus is on public offers and admissions to trading of equity securities. For further detail on the POATRs rules for public offers and admissions and the PRM provisions on prospectuses, see Practice Note: UK prospectus regime reform. Why was the public offers and admissions to trading regime...
Placing agreement A placing agreement is a contract under which a company (the Issuer) engages one or more placing agents (the Brokers) to act on its behalf in sourcing subscribers for its shares. Such placings are ordinarily conducted on a non-pre-emptive basis, aimed at institutional investors, and are not offered to the retail market. On occasion—for example, where the placing is undertaken in connection with an initial public offering ( IPO)—the Issuer’s directors and proposed directors (the Directors) will also join as parties. Where the Issuer is admitted (or seeking admission) to AIM, its Nominated Adviser (the Nomad) will likewise be a party if it is not already doing so in its capacity as Broker. The agreement prescribes the Brokers’ responsibilities to place the Issuer’s shares—often not yet allotted—with institutional investors. In addition, Brokers may arrange the placing of existing shares in the Issuer for...
What are the moral hazard (anti-avoidance) powers? Broadly, the Pensions Regulator’s ( TPR) moral hazard powers, also known as anti-avoidance powers, under the Pensions Act 2004 ( Pe A 2004) empower it to impose liabilities not only on employers of defined benefit pension schemes, but also on third parties that are connected with and associated with such a relevant employer entity (the target), provided that certain statutory conditions are satisfied. TPR’s moral hazard powers are: They are as follows: Financial support direction ( FSD) — TPR may issue an FSD in relation to an underfunded scheme where it concludes the employer is insufficiently resourced or is a service company. An FSD compels the target to arrange appropriate financial support for the scheme, though it is not generally imposed on an individual, and Contribution notice ( CN) — this can be placed by TPR on a...
ARCHIVED: This archived Practice Note summarises the principal, general effects for pensions resulting from the UK’s departure from the European Union ( EU) and the close of the implementation period (also called the transition period) on IP completion day (11 pm on 31 December 2020). The Practice Note also explores potential changes to pensions law after IP completion day. It is not being updated and is provided for background only. For details on the pensions impact of the Retained EU Law ( Revocation and Reform) Act 2023, see Practice Note: Retained EU law ( Revocation and Reform) Act 2023—impact on pensions law. What happened on IP completion day? On 31 January 2020 (exit day), the UK left EU membership and no longer had the right to engage in the EU’s political bodies and governance framework. Under the transitional provisions in Part 4 of the...
D Designated member — A member of a limited liability partnership appointed under the Limited Liability Partnership Act 2000 who undertakes specified duties for the LLP’s legal administration which, in a company, would be handled by the secretary or the directors E Equity partner — A partner with a complete interest in the partnership’s business who enjoys full rights, including the ability to share in the partnership’s profits and losses and to vote on all partnership matters M Fixed share partner — A partner entitled to a fixed portion of the partnership’s profits (but usually not obliged to contribute to the partnership’s losses) and possessing a limited right to vote on partnership matters G General dissolution — The conclusion of a partnership followed by the winding up of its affairs General partner — A nominated partner in a limited...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) secured Royal Assent on 26 October 2023. Its objective is to strengthen corporate transparency in the UK, primarily via Companies House reform and amendments to provisions of the Companies Act 2006. The Act also looks to modernise the regime for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be commenced in stages. Several provisions commenced on 4 March 2024 and may affect this content. For further details, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, especially the legislation and consultation tracker. Rules and guidance The statutory requirements for the annual accounts of limited liability partnerships ( LLPs) that meet the micro-entity threshold (a subset of small LLPs) are contained in: Part 15 of the...
UK merger control is set out in the Enterprise Act 2002, as updated by the Enterprise and Regulatory Reform Act 2013 and the Digital Markets, Competition and Consumers Act 2024 ( DMCC Act). Under these rules, the Competition and Markets Authority ( CMA) has jurisdiction to review completed and anticipated merger deals where a ‘relevant merger situation’ arises. A ‘relevant merger situation’ exists only if all three of the following are met: two or more enterprises (or businesses) ‘cease to be distinct’ the target’s size or the merger’s effect on competition is sufficient to satisfy at least one jurisdictional threshold test the merger falls within the statutory time limit for review For information on the CMA’s investigation process, see The UK merger investigation process. For details of ongoing UK merger investigations, see UK mergers–case tracker. DMCC Act On 3 June 2024, following Royal Assent...
The UK merger regime is voluntary The UK operates a voluntary merger system: where a deal falls within the scope of the UK merger rules, there is no obligation to obtain clearance in advance—it is for the merging parties to decide whether to notify the Competition and Markets Authority ( CMA). If a transaction is not notified, there remains a risk that the CMA may still open an inquiry and could, in the end, require the disposal of the acquired business (or other businesses or assets). Once underway, a merger review follows a defined procedure with strict timelines: All cases undergo a phase 1 review—the CMA has 40 working days to decide whether the merger gives rise to competition concerns and meets the threshold for referral to a phase 2 investigation. Where the CMA is concerned that the deal will restrict...
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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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