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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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Family office The expression ‘family office’ spans numerous circumstances and there is no universally settled definition. Nonetheless, the Family Firm Institute characterises a family office as a distinct vehicle, separate from the trading business (and sometimes formed using proceeds realised after disposing of a family company), holding a diversified wealth portfolio for the family’s benefit ( Family Enterprise; understanding Families in Business and Families of Wealth, Wiley 2014, not reported by Lexis+®). Family offices are, in the main, and almost exclusively, the domain of high net worth—and more commonly ultra high net worth—families with varied assets and intricate affairs. Such intricacy can generate the prospect of disputes. Still, with a well thought-out, carefully considered framework, supported by coherent strategy and family governance mechanisms, a family office can deliver substantial advantages. These accrue not only to the family members concerned but, through their...
ARCHIVED: This Practice Note is archived and is no longer maintained. What does the Market Insights trend report cover? This Market Insights Trend Report reviews voluntary ethnicity pay gap disclosures, in order to analyse the approaches adopted for ethnicity pay gap reporting across a cohort of 245 FTSE 350 companies......
STOP PRESS : Significant reforms to the UK prospectus regime came into effect on 19 January 2026. The fresh rules that govern public offers of securities and admissions to trading in the UK are primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and in the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are revoked. The changes aim to streamline capital raising and markedly cut the instances when a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in place before 19 January 2026. It considers the principal issues that arise when an existing listed or AIM UK company plans to...
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public securities offers and UK admissions to trading sits mainly in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are repealed. The package aims to streamline capital raising and markedly cut the instances where an issuer must produce an FCA approved prospectus for a further share issue. For comprehensive detail see Practice Note: UK prospectus regime reform. This Practice Note describes the regime that applied before 19 January 2026. What are the purpose of selling restrictions? Buying financial instruments, such as equity securities (for example, shares), can be intricate and outcomes uncertain, especially for less...
ARCHIVED: This archived Market Standards Trend Report offers a perspective on...
Background and approach ARCHIVED: This archived review explores the legal and regulatory shifts within equity capital markets ( ECM) during 2019 and forms part of our annual trend report, intended to illuminate the prevailing dynamics of UK ECM activity. The 2019 trend report also features: IPOs in 2019— Main Market and AIM [ Archived] Secondary Offers in 2019— Main Market and AIM [ Archived] Standard listings in 2019 [ Archived] Risk factor disclosure in 2019 IPOs [ Archived] Brexit The UK entered an implementation period on 31 January 2020, during which existing EU legislation continues to apply in the UK. The listing, prospectus and transparency frameworks in the UK—largely sourced from EU law—operate in this period exactly as they did before Brexit. However, UK representatives are no longer allowed to participate in EU institutions and other bodies....
ARCHIVED: This archived Market Standards Trend Report, ' Trends in UK Equity Capital Markets 2016', offers valuable insight into the forces and patterns shaping equity capital markets activity across the UK during the period......
ARCHIVED : This archived trends publication, Trends in UK Equity Capital Markets, explores contemporary dynamics in ECM activity relating to IPOs and secondary fundraisings across both the Main Market and AIM. The report reviews data spanning 2015 to 2017, and examines market activity in the first quarter of 2018. Highlights of the report: analysis and comparative assessment of ECM activity on the Main Market and AIM spotlight on headline IPO and secondary offering transactions completed over the past three years a three-year comparative overview of transaction volumes, gross proceeds and market capitalisation across both IPOs and secondary offers geographical trends in new listings and a comparison of country of incorporation and country of operation respectively......
This Practice Note reviews market movements and developments in IPOs and secondary offerings that completed on the Main Market of the London Stock Exchange, and on AIM, during 2025. For general information on IPOs and secondary offerings, see the Practice Notes titled IPOs—fundamentals and Undertaking a secondary offer—fundamentals. IPOs IPO activity picked up in 2025, totalling 23 flotations across the Main Market and AIM combined, up from 17 in 2024, though issuance remained muted versus long‑term norms and historical benchmarks. Main Market IPOs Main Market IPO numbers edged modestly up to nine deals, against seven the year before. Overall market capitalisation of companies floating rose sharply, propelled by a handful of larger deals, most prominently the dual listing of Fermi Inc., the year’s biggest IPO by value (£14.5bn). Gross proceeds raised also recovered from 2024 levels overall. As in prior years, once again Main Market...
ARCHIVED: The Market Standards trend report The Market Standards trend report explores activity across the UK equity capital markets ( ECM), concentrating on deals completed in 2020 and setting them against 2018 and 2019 for context. It reviews 597 transactions on the London Markets overall, comprising 174 initial public offers ( IPOs) and 423 secondary raises. Alongside analysis and commentary on both established and emerging themes, the report also offers perspectives on what may develop in 2021 and beyond. What does the Market Standards trend report cover? a three-year comparison of Main Market and AIM transaction volumes, market capitalisation and gross proceeds standout 2020 deals, including The Hut Group’s £5.8bn dual-class share structure IPO; three £1bn+ GDRs by Chinese issuers on the Shanghai- London Stock Connect; Aveva’s £2.8bn rights issue; and Compass Group’s £2bn cash box placing and retail offer in-depth sector breakdowns for IPOs and...
ARCHIVED: Lexis+® UK Corporate and Market Standards undertook analysis to track ECM market trends across 2019, benchmarking findings against activity in 2018 and 2017. The study reviewed 233 IPOs (131 on the Main Market and 102 on AIM) and 522 secondary offerings (289 on the Main Market and 233 on AIM). For standard listings, we assessed 22 companies that joined the standard segment of the Official List in 2019, whether by IPO, introduction, or transfer from AIM. Our examination of risk factor disclosures covered 38 prospectuses (for 2019 IPOs or fresh admissions to the Main Market) and 10 AIM admission documents. Topics covered in this report include: IPOs in 2019— Main Market and AIM IPO deal volume—three-year comparative view and month-by-month analysis IPO market capitalisation and gross proceeds—three-year comparative view and month-by-month analysis Industry sector focus Analysis of country of...
Why not just reward staff with cash? Paying cash can be a straightforward, less onerous way to recognise and incentivise employees. However, this Practice Note explores the advantages and disadvantages of share schemes as a broad concept. For fuller guidance on the pros and cons of each specific scheme, see Practice Note: The advantages and disadvantages of each share incentive arrangement. This Practice Note covers: why companies implement share schemes what types of share schemes exist the advantages of share schemes (from both company and employee perspectives) the disadvantages of share schemes (from both company and employee perspectives) use of share schemes Why do companies implement share schemes for their employees? There are many reasons why companies choose to introduce employee share schemes, and these often reflect the organisation’s size and its particular objectives......
It is fundamental to ensuring the arrangement meets the company’s specific needs and objectives. This Practice Note aims to assist in pinpointing a company’s stated objectives so as to determine the most fitting share scheme arrangement for it. Types of schemes For the purposes of this note, the following categories of share scheme arrangements will be examined and evaluated against each objective: unapproved share option schemes enterprise management incentives ( EMI) schemes company share option plans ( CSOPs) share incentive plans ( SIPs) save as you earn/sharesave ( SAYE) schemes long term incentive plans ( LTIPs) growth or value share arrangements joint share ownership plans ( JSOPs) phantom share plans Company objectives Set out below are questions to help a company identify the most appropriate share incentive arrangement to meet its aims: Should the scheme be extended to all eligible employees, or offered only on a discretionary basis? Is the arrangement intended for employees alone, or both...
Why do companies have reorganisations? Groups of companies carry out reorganisations for numerous and varied reasons. These steps will frequently have implications for existing share plans and other employee equity arrangements. In some instances, the consequences are commercial in nature. Examples include: the reorganisation prompting early vesting, exercise and/or lapse of awards because the relevant provisions in the share plan rules on a change in control of the parent company, or on the participant’s employment ending, have been engaged; and a requirement for awards over shares in the current parent to be swapped for awards over shares in a newly formed parent company. In certain situations, if the right steps are not taken within a defined period, valuable tax advantages may ultimately be lost entirely. Common types of reorganisation The most frequent forms of reorganisation include the...
This Practice Note aims to outline the key advantages and disadvantages of the following commonly used employee share incentive arrangements: enterprise management incentives ( EMI) schemes company share option plans ( CSOPs) share incentive plans ( SIPs) save as you earn/sharesave ( SAYE) schemes unapproved share option schemes long term incentive plans ( LTIPs) growth/value share arrangements joint share ownership plans ( JSOPs) phantom share plans EMI schemes For broader information on EMI schemes, refer to Practice Note: How EMI schemes work and key features. Advantages of EMI schemes Among tax-advantaged share plans, EMI schemes offer the greatest scope to tailor the scheme’s terms and conditions HMRC may provide advance assurance confirming a company’s eligibility to grant EMI options......
STOP PRESS: On 21 July 2019, Prospectus Regulation ( EU) 2017/1129 became fully effective across EU member states, and the Prospectus Directive was repealed. The Regulation now sets out when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. To reflect this, the FCA has brought the FCA Handbook into line with the Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For more detail, see Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived]. ARCHIVED: This archived Practice Note is not maintained and is provided for background purposes only. Further information is available in Practice Note: The UK Prospectus...
ARCHIVED: This review of Trends in UK Equity Capital Markets examines ECM activity in respect of IPOs and follow-on fundraisings across both the Main Market and AIM exchanges. It comprehensively evaluates data spanning 2016 to 2018 and considers ongoing relevant legal and regulatory changes in 2018 and the opening quarter of 2019. The report also provides a detailed exploration of the current hot topics in this field, including in particular the consequences of recent changes to the Main Market IPO timetable, notably market turbulence and Brexit’s effect. Key highlights of the report include: a three-year comparison of IPO and secondary offering activity on the Main Market and AIM, concentrating on overall transaction volumes, gross proceeds and market capitalisation detailed analysis of the headline IPOs during 2018 industry sector review, summarising emerging sector......
ARCHIVED: Lexis+® UK Corporate carried out analysis to explore market trends across equity capital markets ( ECM) transactions in 2019, set against ECM activity from 2018 and 2017 for comparison. Background and approach We examined 522 secondary offerings in total—289 on the Main Market and 233 on AIM. For this review, secondary offerings cover placings, open offers, offers for subscription and rights issues delivering £10m or more in gross proceeds for the company. Where gross proceeds are quoted, they represent the amounts received by the company rather than proceeds realised by selling shareholders (if any). Percentages cited have been rounded where appropriate and, as a result, totals may not sum precisely to 100%. This examination of 2019 secondary offerings forms part of our annual trend report, designed to provide insight into the prevailing dynamics of ECM activity in the UK. The other parts of our 2019 trend...
STOP PRESS: As of 21 July 2019, EU member states began applying Prospectus Regulation 2017/1129 in full across their jurisdictions, and the Prospectus Directive was revoked. The Prospectus Regulation now determines precisely when a prospectus must be published for a public offer of securities in the UK, or for the admission of securities to trading on a regulated market in the UK. To reflect this, the FCA has brought the FCA Handbook fully into line with the Regulation by removing the Prospectus Rules in their entirety and replacing them with the Prospectus Regulation Rules sourcebook. For further details, see Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived]. ARCHIVED: This Practice Note is archived, not maintained, and provided for background information only. For additional information, refer to Practice Note: The UK Prospectus...
ARCHIVED: This Practice Note is archived and no longer maintained or updated. It reviews market patterns in IPOs and secondary offerings on the Main Market and AIM in 2022. For deeper analysis and extra insight into UK ECM developments from our external contributors, see our Market Standards UK ECM Trend Report 2022. The IPO dataset omits introductions and transfers between markets, unless otherwise stated. Market capitalisation has been determined using the closing price on the day of admission as quoted by the London Stock Exchange plc. Companies issuing GDRs are excluded from the market capitalisation figures for this dataset. The secondary offer review covers transactions raising £10m or more, excluding transactions by closed ended investment companies for the purposes of this analysis. IPOs After the record tallies achieved in 2021, the total number of IPOs fell markedly in 2022 (a trend also observed globally and more...
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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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