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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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STOP PRESS: A refreshed UK Corporate Governance Code ( UKCG Code) was unveiled on 22 January 2024 (the 2024 UKCG Code). It brings only limited amendments to the version issued in 2018 (the 2018 UKCG Code). The 2024 UKCG Code applies to accounting periods commencing on or after 1 January 2025, save for Provision 29, which introduces a requirement for a board declaration on internal controls and will apply to accounting periods beginning on or after 1 January 2026. In addition, the best practice guidance that supported the 2018 UKCG Code has been merged into a single digital resource to accompany the 2024 UKCG Code. For further details, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? The Financial Reporting Council’s UKCG Code sets standards of good governance concerning board appointments and succession planning. This Practice Note explores the 2018 UKCG Code’s...
ARCHIVED: This Practice Note has been archived and is no longer maintained. A significant restructuring of the UK listing regime took effect on 29 July 2024, which included the removal of the premium and standard listing segments and the introduction of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside a number of other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. To implement these changes, the UK Listing Rules sourcebook came into force, and the Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime in place prior to 29 July 2024 and has been retained for reference purposes. If a premium listed company (listed company) proposes to enter into a...
This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting It serves both practitioners and company secretaries dealing with and advising companies whose equity shares are listed on the Main Market of London Stock Exchange plc (listed companies), as well as companies with equity shares admitted to AIM ( AIM companies). For details on the notice requirements for a general meeting of a listed or AIM company, refer to Practice Note: General meetings—notice requirements for listed public companies for further information and context. Members of a company may convene and hold a general meeting at any time, and as frequently as required within a year, as needed, so that they can pass resolutions to implement specified changes or to authorise particular actions. The Companies Act 2006 ( CA 2006) sets out detailed provisions governing the calling and...
What is a joint venture? A joint venture ( JV) is a business arrangement between two or more separate parties under which each agrees, typically for a limited period, to create a new vehicle by putting in equity or other assets. In this Practice Note, that new vehicle is called the joint venture company ( JVCo). Control of the JVCo is exercised by the parties, who therefore usually divide income, costs and ownership. JVs can be structured in different ways. For instance, it may run through a distinct JV vehicle, most often a limited liability company or a partnership. Alternatively, in its simplest form it is merely a pact between the participants, the JV parties ( JVPs), in which no separate legal person is formed and the association rests purely on contract. For further, more general information on JVs, see Practice Note: Setting up a...
This concise guide outlines practical details on the disclosures a company must make concerning changes to total voting rights and share capital under chapter 5 of the Disclosure Guidance and Transparency Rules ( DTR 5). These disclosures help shareholders work out the percentage of voting rights they hold in the company for the purposes of notifications required under DTR 5, and they support transparency over the ownership of companies to which the rules apply. For additional information on company and shareholder notification obligations under DTR 5, see Practice Note: Continuing obligations—vote holder and issuer notification rules ( DTR 5). Which companies are required to make total voting rights announcements under DTR 5 Under DTR 5, the following companies must make public announcements about changes in total voting rights and share capital: a company with shares admitted to trading on a UK regulated market, which includes the London Stock...
This Practice Note examines market trends in IPOs and secondary offers that completed on the Main Market of the London Stock Exchange and AIM in 2024. For deeper analysis and further insight into UK equity capital markets trends from our external contributors, see our Market Standards ECM Trend Report 2024. Click here to download the complete report in a shorthand format. For general guidance and background on IPOs and secondary offers, see Practice Notes: IPOs—fundamentals and Undertaking a secondary offer—fundamentals. IPOs IPO activity stayed muted on the London Stock Exchange in 2024, with a total of 17 deals—26% lower than 23 in 2023. On the Main Market, the number of IPOs declined by 50% year on year. Nevertheless, several notable companies came to market, including Raspberry Pi and Applied Nutrition, the latter being the first company to list under the new commercial companies listing...
ARCHIVED Lexis+® UK Corporate undertook research to analyse trends across equity capital markets ( ECM) transactions in 2019, using ECM activity from 2018 and 2017 for comparison. Background and approach We examined 233 IPOs in total—131 on the Main Market and 102 on AIM. The review excludes introductions and transfers from AIM to the Main Market. Market capitalisation was calculated at the opening price on the day of admission. Where gross proceeds are stated, these represent sums received by the company, not any selling shareholders. Percentages have been rounded up or down as appropriate and, as a result, aggregates may not equal 100%. This examination of 2019 IPOs sits within our annual trend report, which seeks to shed light on the current dynamics of UK ECM activity. Other components of our 2019 trend report...
STOP PRESS : Major updates to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public offers of securities and admissions to trading in the UK is chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), alongside the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These changes aim to streamline capital raising and markedly cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus framework that applied before 19 January 2026. The UK has for many years been a favoured venue for both domestic and...
Intra-group reorganisation In essence, an intra-group reorganisation entails transferring assets among entities that sit within the same corporate family. Such reshaping can require forming new group companies and winding up legacy companies where necessary. This Practice Note explores the principal IP and IT points to assess during an intra-group reorganisation, including pertinent licensing matters. Although these projects are, by definition, internal exercises, they must be executed with proper care. Insufficient diligence can imperil asset value, hinder later restructurings or prospective dealings with external parties, and trigger unwelcome tax exposures. Intra-group changes may take a wide variety of shapes, from simple adjustments to highly intricate programmes. Ultimately, the chosen structure will be driven chiefly by the underlying commercial rationale, together with the reasons for the exercise, the broader internal context in which it sits, and its aims......
ARCHIVED: This Practice Note has been archived and is not maintained. IP law is among the most deeply harmonised branches of law within the EU, with much of the framework stemming from the EU through directives or regulations. For instance, EU rules allow applicants to obtain EU trade mark ( EUTM) and design registrations that deliver unitary protection across every EU Member State, as well as safeguarding unregistered designs on an equally extensive basis. Significant efforts have aimed to create uniform systems for the protection and enforcement of such rights throughout the EU, and many businesses have capitalised on the harmonised system to secure broad and cost-effective protection for their trade mark, design and other rights. Accordingly, the UK’s choice to depart the EU carries, potentially, a substantial impact for right holders. At 11 pm on 31 December 2020, the...
This Practice Note offers additional guidance on the principal definitions found in the United Kingdom General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 (the UK GDPR). For a high-level overview of UK data protection legislation, see Practice Notes: The UK General Data Protection Regulation ( UK GDPR) and Data protection law—new starter guide. The UK data protection law collection brings together further general guidance and is a recommended first point of reference for research. Scope of this Practice Note Given the significant volume of data moving between the UK and the EEA, corresponding EEA data protection rules remain particularly relevant to UK practitioners. There continues to be substantial similarity between: the EU GDPR (which was applicable under UK laws until the close of the Brexit implementation period at 11 pm UK time on 31 December 2020 and still applies within the EEA) the UK GDPR...
UK GDPR This Practice Note outlines the key data protection considerations under the UK General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR), where personal data is exchanged in connection with creating or running a joint venture, or with investing in a private equity fund. It summarises the issues to be considered whenever such sharing occurs around formation, operation and related diligence activities. In the context of a joint venture, personal data can be disclosed between prospective joint venture participants as part of pre-entry due diligence, or between the existing joint venture parties and a party contemplating admission to that joint venture, for diligence purposes and before entering into the arrangement. After establishment, the joint venture parties may go on sharing personal data (with one another and potentially with the joint venture company ( JVC)) on an ongoing basis to...
The impact of the UK GDPR on M& A transactions EU GDPR and UK GDPR Regulation ( EU) 2016/679, the EU’s General Data Protection Regulation ( EU GDPR), has applied directly and been fully enforceable across every EU Member State since 25 May 2018. It overhauled EU data protection rules and, in the UK, superseded the Data Protection Act 1998 ( DPA 1998) together with Directive 95/46/ EC (the Data Protection Directive). On 31 January 2020 the UK left EU membership and moved into an implementation period, during which EU law continued to govern. The EU GDPR framework continued to operate under UK law up to the close of that period (11 pm UK time on 31 December 2020) and still applies within the EEA. From the end of the implementation period, the UK General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR), has had...
ARCHIVED: This Practice Note, now archived, contains a link to a historical Market Standards Trend Report concerning investor voting at the AGMs of FTSE 350 companies in 2022. It is no longer maintained and is provided for background purposes only. What does the Market Standards trend report cover? Download a PDF copy of the Trend Report here. Market Standards conducted a detailed in-depth assessment of AGM voting and formats across the 2022 season. Using insights drawn from the Market Standards database, the report examines last year’s shareholder voting behaviour, highlighting patterns in failed resolutions, notable no votes, and areas of shareholder dissent......
ARCHIVED: Originally published in 2019, this content is not currently maintained. This Market Standards Trend Report reviews the latest market practice and trends emerging from the FTSE 350 annual general meeting ( AGM) season 2019......
Financial services contracts regime ( FSCR) This Practice Note reviews the financial services contracts regime ( FSCR), which took effect at the close of the implementation period following the UK’s withdrawal from the EU. The FSCR applies by default to EEA passporting firms with pre-existing UK contracts that require permission to service, where those firms did not notify the Financial Conduct Authority ( FCA) or the Prudential Regulation Authority ( PRA) of their wish to enter the temporary permissions regime ( TPR), or where they leave the TPR without obtaining full UK authorisation. The regime permits those firms to go on servicing UK contracts concluded before the end of the implementation period, or before exiting the TPR, for a limited time, provided they satisfy the FSCR’s conditions. The European Union ( Withdrawal) Act 2018, as amended by the European Union (...
This Practice Note considers the requirements and guidance on risk control (the risk control rules) relevant to firms, drawn from the Senior Management Arrangements, Systems and Controls sourcebook in the Financial Conduct Authority ( FCA) Handbook ( SYSC) and the Prudential Regulation Authority ( PRA) Rulebook, and includes measures that will replace Commission Delegated Assimilated Regulation ( EU) 2017/565 (the UK Mi FID II Organisational Regulation) upon its revocation on 23 October 2025. Risk control rules applying to UK financial services firms The risk control rules applicable to firms are contained in: the overarching obligation to maintain effective risk control processes in SYSC 4.1.1R SYSC 7 Risk control SYSC 21 Risk control: guidance on governance arrangements Dual-regulated firms should also be mindful of parallel provisions in the following sections of the PRA Rulebook: Risk Control (which applies to CRR firms, as defined in the PRA...
Archived This Practice Note is archived and is not being maintained. For details of the Financial Conduct Authority’s ( FCA’s) powers to bring prosecutions in financial services, refer to Practice Note: FCA prosecution of criminal offences—essentials. Insider dealing and market abuse constitute financial crime, arising from misconduct within a market or the misuse of market-related information. A civil and regulatory framework aimed at detecting, deterring, or preventing financial crime across the regulated sector operates under the Financial Services and Markets Act 2000 ( FSMA 2000) and the onshored UK Market Abuse Regulation (which implements Retained Regulation ( EU) No 596/2014 ( OJ L 173/1) of the European Parliament and of the Council of 16 April 2014 on market abuse ( EU Market Abuse Regulation) (which applies in the UK as of IP completion day)). This regime sits alongside the criminal offences of insider dealing and...
This Practice Note outlines how authorised firms approve financial promotions under section 21 of the Financial Services and Markets Act 2000 ( FSMA 2000), the regulatory framework for such approvals, and the Financial Conduct Authority ( FCA) requirements set out in chapter 4.10 of the FCA’s Conduct of Business sourcebook ( COBS 4.10). For details on the financial promotion regime under FSMA 2000, s 21, see Practice Note: The financial promotion regime—essentials. Approval by an authorised person As noted above, the financial promotion restriction in FSMA 2000, s 21 does not apply where an authorised person has approved the content of a communication. The approval should be intended to enable unauthorised persons to issue financial promotions without infringing the restriction. Although the rule requires approval to concern the content of communications, it should attach specifically to the portion of a...
ARCHIVED: This Practice Note has been archived and is not maintained. Last updated July 2019. On 21 July 2019, the Prospectus Regulation ( EU) 2017/1129 became fully effective across European Union Member States, and the Prospectus Directive was repealed. The Prospectus Regulation now determines when a prospectus must be published in relation to an offer of securities to the public in the United Kingdom, or for the admission of securities to trading on a regulated market in the United Kingdom. The FCA brought the FCA Handbook into close alignment with the Regulation by removing the Prospectus Rules in full and replacing them with the Prospectus Regulation Rules sourcebook. For further information, see Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived] This note, together with related notes on the now repealed Prospectus Rules, has been...
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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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