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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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Rules and guidance The statutory framework governing the annual accounts of medium-sized LLPs is drawn from: Part 15 of the Companies Act 2006 ( CA 2006) The Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations), which apply elements of CA 2006 to LLPs The Large and Medium-sized Limited Liability Partnerships ( Accounts) Regulations 2008, SI 2008/1913 ( Large LLPs Regulations) The Limited Liability Partnerships, Partnerships and Groups ( Accounts and Audit) Regulations 2016, SI 2016/575 (2016 Regulations) The Statutory Auditors Regulations 2017 The Companies ( Accounts and Reports) ( Amendment and Transitional Provision) Regulations 2024, SI 2024/1303 (2024 Regulations) This Practice Note sets out the accounting regime applicable to LLPs and qualifying partnerships under the 2016 Regulations, incorporating the amendments introduced by the 2024...
UK Market Abuse Regulation level 2 and 3 measures This Practice Note sets out the delegated acts, implementing decisions and guidelines adopted under Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation). 7 October 2020 — Commission Implementing Assimilated Regulation ( EU) 2020/1406 This measure elaborates on the procedures and templates for the exchange of information and co-operation among competent authorities and other entities... 22 March 2019 — Commission Delegated Assimilated Regulation ( EU) 2019/461 This instrument revises Delegated Regulation ( EU) 2016/522 concerning the exemption of the Bank of England and the United Kingdom Debt Management Office from the scope of Regulation ( EU) No 596/2014......
What is the objective of the UK MAR? Regulation ( EU) 596/2014 (the EU Market Abuse Regulation) reshaped and reinforced the EU market abuse framework, extending its scope and imposing stiffer sanctions. From IP completion day (31 December 2020), the onshored version, Assimilated Regulation ( EU) 596/2014 (the UK Market Abuse Regulation), has applied in the UK. Divergence between the EU Market Abuse Regulation and UK MAR For a high-level overview of differences between the principal provisions of the EU Market Abuse Regulation and the UK Market Abuse Regulation, see Practice Note: Market Abuse Regulation—key provisions divergence table. What instruments does UK the UK Market Abuse Regulation apply to? The UK Market Abuse Regulation applies to financial instruments: admitted to trading on a regulated market in the UK, Gibraltar or the EU, or where an application for admission to trading has been made traded on a UK, Gibraltar or EU...
This brief guide sets out practical details on making notifications of transactions or dealings in a company’s shares, and specified other securities, by persons discharging managerial responsibilities ( PDMRs) and persons closely associated with them ( PCAs) under Article 19 of Assimilated Regulation ( EU) No 596/2014 on market abuse (the UK Market Abuse Regulation). For an in‑depth overview of the regime on PDMR transactions, see Practice Note: Continuing obligations—transactions by a person discharging managerial responsibilities ( UK Market Abuse Regulation and DTR 3). Which companies are subject to the provisions on PDMR transactions under Article 19 of the UK Market Abuse Regulation? The disclosure rules for PDMR transactions in Article 19 of the UK Market Abuse Regulation apply to: a company with financial instruments admitted to trading on a UK regulated market, which includes the London Stock Exchange’s Main Market and the AQSE Main...
Implementation of MAR in the UK Regulation ( EU) No 596/2014, the Market Abuse Regulation ( MAR), took effect on 3 July 2016 and applied directly in the UK. MAR set out the framework governing insider dealing, unlawful disclosure of inside information, market manipulation, and measures designed to prevent market abuse. As a consequence, the Financial Conduct Authority ( FCA) deleted the Model Code from the Listing Rules, and updated the FCA’s Disclosure Rules regarding the reporting of transactions by persons discharging managerial responsibilities ( PDMRs) and persons closely associated with them ( PCAs). The European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020, created the structure and process for onshoring and preserving most EU and EU‑derived law to secure legal continuity following the UK’s exit from the EU. This included...
Private and public sector organisations are increasingly required to report on their greenhouse gas ( GHG) emissions Obligations to disclose GHG emissions vary between companies and hinge on: the organisation’s scale and business activities whether it is a UK company the volume of energy it uses Where reporting is not compulsory, chapter 2 of the Environmental reporting guidelines, including streamlined energy and carbon reporting guidance (the Guidelines) advises companies to disclose their emissions on a voluntary basis. A growing number are doing so in response to stakeholder expectations, notably those driven by investor requirements. For voluntary GHG reporting information, see Practice Note: Voluntary greenhouse gas reporting. For more on wider, voluntary environment, social and governance reporting, see Practice Note: Voluntary environmental, social and corporate governance ( ESG) reporting. For a hub on issues related to sustainable business, including reporting, see: ESG and...
This concise guide sets out practical steps for running a verification exercise on a prospectus or an AIM admission document prepared for the admission of a company’s shares to trading on the London Stock Exchange’s Main Market or on AIM. It addresses verification of the prospectus and the admission document. Other communications by the company in the context of an IPO or a secondary offer must also be verified, for example: investor presentations press announcements The information in these should, in any case, be consistent with the prospectus/admission document. For more on verification, see Practice Note: Admission to AIM—due diligence and verification; for example verification notes, see Precedents: Skeleton verification notes— AIM and Skeleton verification notes—secondary offers. What is verification? Verification is a vital yet time‑consuming process that involves checking each statement in a prospectus or admission document to protect those...
A limited liability partnership ( LLP) A limited liability partnership ( LLP) is a corporate body established under the Limited Liability Partnerships Act 2000 ( LLPA 2000). Most rules governing LLPs derive from modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for incorporation are prescribed in the LLPA 2000 and the Companies Act 2006 ( CA 2006), as adapted by the Limited Liability Partnerships ( Application of Companies Act 2006) Regulations 2009, SI 2009/1804 ( LLP ( Application of CA 2006) Regs 2009). The method for forming an LLP closely mirrors the procedure for company incorporation......
This Practice Note considers when the annual accounts of a limited liability partnership ( LLP) must be audited, and the statutory requirements for the content of the auditor’s report, under Part 16 of the Companies Act 2006 ( CA 2006), as applied by the Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008. Requirement for an LLP to audit its accounts An LLP has to ensure its annual accounts for each financial year are audited in line with CA 2006, Pt 16, unless it qualifies for one of the available exemptions. Although CA 2006 does not define ‘audit’, the auditor’s role for an LLP is to provide a report on its annual accounts (the auditor’s report). Each year, an LLP must circulate its annual accounts and the auditor’s report: to every member of the LLP; and to every holder of the...
The Companies Act 2006 ( CA 2006) sets detailed rules for preparing a company’s annual accounts. The Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply selected provisions to limited liability partnerships ( LLPs), with appropriate adjustments. The Limited Liability Partnerships, Partnerships and Groups ( Accounts and Audit) Regulations 2016, SI 2016/575 (2016 Regulations) introduced a series of changes to the accounting framework for LLPs and qualifying partnerships. The Statutory Auditors Regulations 2017, SI 2017/1164 made further amendments affecting LLPs and other entities. Most changes take effect for LLPs with financial years starting on or after 17 June 2016, while the stricter exemption from preparing group accounts for small LLPs applies to financial years beginning on or after 1 January 2017. This Practice Note, alongside Practice Note: LLP...
The Companies Act 2006 ( CA 2006) provides comprehensive rules governing how a company prepares its annual accounts. Through the Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (the 2008 Regulations), selected elements are extended to limited liability partnerships ( LLPs), with suitable adaptations. The Limited Liability Partnerships, Partnerships and Groups ( Accounts and Audit) Regulations 2016, SI 2016/575 (the 2016 Regulations) introduced a range of amendments to the accounting framework for LLPs and qualifying partnerships. Further alterations affecting LLPs and other bodies were made by the Statutory Auditors Regulations 2017, SI 2017/1164. In most cases, the changes take effect for LLPs with financial years commencing on or after 17 June 2016; however, the stricter conditions on the small LLPs’ exemption from preparing group accounts apply to periods starting on or after 1 January 2017. This...
Continuing obligations for companies listed in the equity shares (commercial companies) listing category This Practice Note outlines the ongoing obligations that apply to a company listed in the equity shares (commercial companies) category under the UK Listing Rules ( UKLR). It also maps the origin of these continuing obligations in the former Listing Rules and highlights the principal changes from the premium listing regime that applied before 29 July 2024. Summary of continuing obligations The table below summarises the continuing obligations for an issuer with equity shares admitted in this category and notes the equivalent provisions in the former Listing Rules (in force prior to 29 July 2024). Significant transactions — UKLR 7 Disclosure-led regime for deals outside the ordinary course at or above 25% under the class tests, referred to as ‘significant transactions’. No requirement for advance shareholder approval or for issuing a...
This fundamentals note reviews the wide-ranging overhaul of the UK listing regime that came into force on 29 July 2024. It also outlines the core provisions affecting companies seeking, or already holding, a listing as described in the UK Listing Rules sourcebook, including: Equity shares (commercial companies) International commercial companies secondary listing Shell companies Transition category What is the background to the UK listing regime reforms? Post- Brexit, with scope to depart from EU capital markets rules, the government announced an independent review of the UK listing regime in November 2020. Led by Lord Hill, a former EU financial services commissioner, the review aimed to make the UK more attractive for IPOs and improve capital raising on UK markets. The UK Listing Review Report, released in March 2021, set out a series of...
ARCHIVED: This Practice Note is archived and no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. That commercial companies category is strongly disclosure‑led and sits alongside other listing categories, namely the shell companies category, the secondary listing category and the closed ended investment fund category. The UK Listing Rules sourcebook came into force to implement these reforms, and the former Listing Rules sourcebook has been revoked. For further details, please see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note describes the regime as it existed before 29 July 2024 and has been retained purely for general reference purposes. It highlights and collates relevant commentary, analysis and resources to support...
ARCHIVED: This Practice Note has been archived and is not maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, abolishing the premium and standard segments and introducing one unified listing category for equity shares issued by commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other categories, such as shell companies, secondary listing and closed ended investment fund categories. To implement the reforms, the UK Listing Rules sourcebook came into effect and the Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note sets out the regime as it applied before 29 July 2024 and is kept for reference only. It brings together relevant commentary, analysis and resources to help with interpreting, and to offer practical guidance on the application of, Chapter 15 of the former...
Listing Principles This Practice Note centres on the Listing Principles set out in chapter 2 ( UKLR 2) of the UK Listing Rules ( UKLR) sourcebook issued by the Financial Conduct Authority ( FCA). It also includes a summary table of disciplinary action taken by the FCA against listed companies for contraventions of the Listing Principles, alongside measures for infringements of particular rules. The Listing Principles sit above the provisions that govern the broader listing framework, namely: the UKLR the disclosure obligations in articles 17, 18 and 19 of the UK Market Abuse Regulation (disclosure requirements) the rules on notifying and disseminating information and on major shareholdings in the Disclosure Guidance and Transparency Rules ( DTR) (transparency rules) the corporate governance rules in DTR 1B, DTR 4 and DTR 7 (corporate governance rules) The Listing Principles articulate the fundamental duties of listed companies and were brought in to secure...
ARCHIVED: This Practice Note is archived and is no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. That commercial companies category is predominantly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook came into force to deliver these changes, while the Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note reflects the position before 29 July 2024 and has been kept for reference. It looks at the class tests used to assess the size of a transaction by a listed company under the Listing Rules prior to 29 July...
This fundamentals note explores the class tests in the UK Listing Rules ( UKLR) applied to gauge the scale of a transaction carried out by a company admitted to the equity shares (commercial companies) listing category (the commercial companies category). References to a listed company in this Practice Note mean a company listed in the commercial companies category. Companies with equity shares admitted to other listing categories are likewise subject to UKLR transaction rules but fall outside the scope of this Practice Note. What are the class tests used for? The class tests (also known as percentage ratios) comprise a set of measures used to evaluate the magnitude and relevance of a transaction undertaken by a listed company or its subsidiary undertakings. The outcomes of the class tests indicate how material the transaction is when compared with the listed company and what steps under the UKLR, if any, the...
This Practice Note presents detailed mapping tables indicating where provisions from chapters of the old Listing Rules ( LR) now appear within the UK Listing Rules ( UKLR). These tables address chapters 2, 5, 6, 8, 9, 10 and 11 of the former regime and concentrate on the listing category for equity shares in commercial companies. The UKLR took effect on 29 July 2024. LR 2 of the former Listing Rules— Requirements for listing: All securities The material previously in LR 2 now sits in UKLR 3 ‘ Requirements for listing: all securities’. The wording of these provisions has not been materially altered in substance......
STOP PRESS: On 29 July 2024, the UK listing framework was overhauled, removing the premium and standard segments and introducing a single category for equity shares of commercial companies. This commercial companies category is predominantly disclosure-led in its approach and sits alongside other listing categories that remain in place, such as the shell companies, secondary listing and closed ended investment fund categories. An entirely new UK Listing Rules sourcebook came into force to implement the reforms, and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the position prior to 29 July 2024 and concentrates on the continuing obligations applicable to an issuer of depositary receipts where those depositary receipts are on the standard segment of the Official List of the Financial Conduct Authority ( FCA) and admitted to trading on the main...
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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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