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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
Most recent Practice notes
Practice Note This Practice Note outlines what a complete set of company financial statements should contain for entities reporting under FRS 102 ( UK GAAP) or International Financial Reporting Standards ( IFRS). It concentrates on the key financial content required in the accounts (the ‘primary statements’), and, save for incidental mentions, does not deal in depth with the accompanying notes. It also considers the various reserves a company may show on its balance sheet, together with a high-level explanation of their permitted purposes. The fundamental principle guiding the preparation of financial statements is that they must present a true and fair view of the company’s income and expenditure, financial position, and cash flows for the relevant reporting period. This does not require precision to the last penny, but it does require that the figures are materially correct. In broad terms, an item is...
Section 386(1) of the Companies Act 2006 ( CA 2006) obliges every company to keep ‘adequate accounting records’. These records must contain sufficient detail to show and explain the company’s transactions, make it possible to disclose with reasonable accuracy the company’s financial position at any time, and enable the directors to ensure that any required accounts comply with relevant company law. What are accounting records? Accounting records comprise the company’s own financial dealings, as well as transactions with third parties, and serve as the basis for preparing the company’s annual statements of account, namely its annual reports and accounts (annual accounts). Consequently, a company’s accounting records will usually consist of a larger set of documents, and more detailed information, than its annual accounts. CA 2006 does not give a specific definition—as records differ by company according to the nature of their...
The determination of a company’s financial year Setting a company’s financial year involves identifying its accounting reference date ( ARD) and accounting reference period ( ARP). The financial year aligns with the ARP, although the directors may resolve that it should finish on a day up to seven days either side of the ARP’s end. The ARP itself is fixed by the ARD, concluding on that date. Certain statutory rules about a financial year may equally extend to other companies, for example overseas companies, and to other entities; nevertheless, consideration of those applications falls outside the scope of this Practice Note......
ARCHIVED : This archived Practice Note set out the Companies Act 2006 ( CA 2006) provisions concerning the removal or resignation of an auditor for financial years starting before 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015, which took effect on 1 October 2015, introduced several changes relating to auditors, including rules addressing an auditor’s removal or resignation. These changes apply to financial years commencing on or after 1 October 2015. For information on the statutory provisions for financial years beginning on or after 1 October 2015, see Practice Note: Removal or resignation of an auditor. Alongside the statutory framework, additional requirements on the removal and resignation of an auditor may apply to a listed company, an AIM company, or a company with securities listed on one of the Aquis Stock Exchange (formerly NEX Exchange) markets; however, these are beyond the...
This Practice Note outlines members’ entitlements concerning general meetings (including annual general meetings ( AGMs)). It explains members’ rights to: call a general meeting require the company to circulate a statement about business to be considered at a general meeting propose resolutions or other business for the AGM of a public or traded company ask questions at meetings and nominate someone to receive specified information (traded companies only) require audit information to be posted on a website before an accounts meeting, and to require the directors to arrange an independent report on any poll vote taken (quoted companies only) Other members’ rights are addressed too, including the right to be elected chair, and the position of indirect investors. Right to request (or call) a general meeting In most cases, the directors will call a general meeting. However, members also hold the power to...
Practice Note This Practice Note has been archived and is no longer being updated. It summarises the former civil/regulatory framework that governed market abuse and insider dealing prior to the Market Abuse Regulation ( EU) 596/2014 taking effect on 3 July 2016. That framework applies to breaches and civil offences under the FSMA 2000 that took place before 3 July 2016. Insider dealing and market manipulation may amount to market abuse......
Shares in a company can be held in certificated form or uncertificated form Shares are certificated where the company has issued, or ought to have issued, a paper share certificate covering those holdings. By contrast, shares are uncertificated when they exist in electronic form; no paper certificate is, or needs to be, produced for such holdings. For further detail on the difference between certificated and uncertificated shares, see Practice Note: Transfer of shares—law and procedure. The mechanism by which a share transfer becomes effective is influenced by the way the shares are held: Certificated shares are commonly transferred using a physical instrument of transfer. Uncertificated shares are transferred by electronic means. Where a shareholder intends to transfer certificated shares, they will ordinarily be required, as part of the process, to complete and execute an instrument of transfer. The prescribed form of that instrument is determined by the...
FORTHCOMING CHANGE relating to call for evidence on tax support for entrepreneurs: At Budget 2025, the government issued a call for evidence (deadline: 28 February 2026) examining how existing tax incentive programmes function and exploring ways to bolster support for entrepreneurs. It reviews the impact of current reliefs and potential avenues for additional assistance to entrepreneurs within the tax system. The exercise concentrates in part on the venture capital schemes and on enterprise management incentives. It also considers investors’ relief and, in particular, invites views on how the tax framework can facilitate reinvestment by successful entrepreneurs, including the purpose and effectiveness of business asset disposal relief. Business asset disposal relief ( BADR), previously known as entrepreneurs’ relief for tax years before 2020–21, is a capital gains tax ( CGT) relief intended to encourage people to found and grow their own...
Updated in December 2025 Introduction The UK has long been a preferred destination for global companies setting up their first foothold in Europe. It sustains robust trading relationships with most nations worldwide—situated within Europe, yet well placed between US and Asian time zones. While geographically European, the UK is no longer part of the European Union, and organisations planning UK operations should recognise the growing legal and regulatory divergence from EU Member States. The UK contains three distinct jurisdictions: England and Wales, Scotland, and Northern Ireland. In many respects, the same or closely aligned laws apply across these jurisdictions. Nevertheless, there are notable distinctions, particularly regarding local government regulation, property transfers, and judicial frameworks. This guide concentrates on the jurisdiction of England and Wales. Further local guidance will be required if you intend to operate in Scotland or Northern Ireland. There are multiple options for...
ARCHIVED: This archived Practice Note examined in detail how Brexit might affect and influence, in the period immediately before 11pm ( GMT) on 31 December 2020 ( IP completion day), corporate joint venture transactions, including, without limitation, joint ventures formed before IP completion day by the relevant parties and the drafting implications for joint venture shareholders’ agreements concluded before IP completion day. For guidance on the impact of Brexit on corporate joint venture agreements after IP completion day, refer to the Practice Note titled Brexit— IP completion day impact on joint venture agreements [ Archived], for further details. At 11pm UK time on 31 January 2020 (exit day), the United Kingdom departed the European Union under a ratified Withdrawal Agreement concluded between the UK and the EU. The UK is now treated by the EU as a ‘third country’, that is, a state which is...
For further details, see: Post-completion environmental issues (asset purchase)—checklist. Deal with any EHS issues highlighted in the legal due diligence report Legal due diligence reports and asset purchase agreements ( APAs) may identify specific matters to be addressed after completion. Typical follow-up actions include: conducting a baseline phase 2 environmental audit undertaking a phase 1 compliance audit to address issues raised during due diligence preparing an asbestos management plan implementing recommendations from a fire risk assessment or legionella report Once the buyer controls the property, it will usually carry out these steps. The APA can also provide routes for the seller’s lawyers to input into post-completion activity, for example: agreeing the scope of work for any environmental audits granting access rights to complete specified works requiring the seller to reimburse costs incurred by the buyer See Precedent:...
ARCHIVED: This archived Practice Note outlined major legal changes anticipated to affect corporate lawyers in 2016. It has not been updated since 2016. For developments from January 2018 onwards, see Practice Note: Corporate horizon scanning—2018 and beyond. To monitor legal and regulatory changes on particular themes, see our Trackers: The Small Business, Enterprise and Employment Act—company law reforms [ Archived] Markets in Financial Instruments Directive ( Mi FID II) and Markets in Financial Instruments Regulation ( Mi FIR)—timeline (2007–2023) [ Archived] EU Prospectus Regulation tracker (2001–2020) Transparency Directive tracker [ Archived] Key developments during 2016 included: Modern Slavery Act 2015—certain commercial organisations with a year-end on or after 31 March 2016 had to publish an annual slavery and human trafficking transparency statement. People with significant control register ( PSC register) under the Small Business, Enterprise and Employment Act 2015—obligation to maintain a register took effect on 6 April...
This Practice Note This Practice Note examines provisions in the Alternative Investment Fund Managers Regulations 2013, SI 2013/1773 ( AIFM UK Regulations), together with the Financial Conduct Authority ( FCA) Handbook—specifically the Investment Funds sourcebook, chapter 3 ( FUND 3). FUND 3 implemented in UK law the Alternative Investment Fund Managers Directive ( Directive 2011/61/ EU) ( AIFMD) obligations for UK alternative investment fund managers ( AIFMs) covering investor disclosures, annual reporting, submissions to regulators, private equity disclosures, and anti-asset stripping rules. Further related material is available in the following Practice Notes: Practice Note: UK AIFM regime—transparency rules and the prospectus on the requirements concerning transparency and the information which must be disclosed to potential investors prior to making a decision to invest Practice Note: EU AIFMD disclosure, reporting and anti-asset stripping requirements on the equivalent requirements under the EU AIFMD...
ARCHIVED: This content was published in 2023 and is not maintained. Market Standards and Lexis+® UK Practical Guidance have carried out an in-depth examination of AGM voting and meeting set-ups across the 2023 season. Using insights within the Market Standards database, the report offers a detailed assessment of this season’s shareholder voting behaviour, highlighting key patterns in defeated resolutions, sizeable against votes, and meeting format. It features commentary from Will Chalk, Partner, Ashurt, and ends with closing reflections by Wilma Rix, senior associate, Linklaters, on this year’s voting outcomes and emerging matters practitioners should be alert to as the 2024 season unfolds......
Updated December 2025 Introduction The United Arab Emirates ( UAE) sits at a pivotal juncture between leading Western and Eastern markets. Formed as a constitutional union of seven Emirates, each maintains its own local authority, while overarching governance rests with the Supreme Council and the Council of Ministers. As part of the Gulf Cooperation Council ( GCC), the UAE participates in the Middle East’s sole multi-national common market, aimed at deepening cross-border economic and fiscal cohesion. Investing and trading in the UAE offers a broad spectrum of prospects for investors. This Practice Note highlights principal considerations for overseas organisations entering the UAE and the essential actions to commence operations. It concentrates on establishing in Mainland UAE, the Abu Dhabi Global Market ( ADGM), and the Dubai International Financial Centre ( DIFC). Although these jurisdictions are covered in depth, investors can also assess many...
The aim of this Practice Note is to set out the main issues that arise for employee share schemes on a transaction to which the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246 apply. It addresses how TUPE affects these schemes in the UK. TUPE— Key Provisions TUPE 2006, SI 2006/246 applies where there is a ‘relevant transfer’. Broadly speaking, and in very broad terms, this encompasses two principal scenarios: business transfers, ie the transfer of an undertaking, business, or a part of one, situated in the UK immediately before the transfer, to another person, where an economic entity is transferred and which retains its identity a service provision change, meaning a change in service provider, ie a client outsourcing work to a contractor, bringing the work back in-house, or allocating that work to a...
Treasury shares A limited company can hold, or transact in, its own shares if the conditions in the Companies Act 2006 ( CA 2006) are satisfied. These shares are kept in treasury and called the company’s treasury shares. Alongside CA 2006, further rules and guidance apply to a listed company or an AIM company. A listed company must have regard to the UK Listing Rules ( UKLRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must have regard to the AIM Rules for Companies ( AIM Rules); however, these do not specifically cover share buybacks, so AIM Regulation has confirmed that following the UKLRs on buybacks will, in most cases, be best practice. An AIM company is also subject to DTR 5. Both types of company may follow institutional investor guidance. The regime on treasury shares is set out in CA 2006, ss...
A common restructuring technique is to shift a company’s assets or business into a newly incorporated company ( Newco). In practice, the stronger assets and business lines are carved out and transferred to Newco. In exchange for compromising or cancelling their debt claims against the company (and the rest of the group), financial creditors may swap: debt in the company for debt in Newco debt in the company for equity in Newco debt in the company for a mix of debt and equity in Newco The transfer reduces or eliminates liabilities on the company’s balance sheet. In debt-for-equity swaps, it enables creditors to participate in any upside after the restructuring—once Newco generates profit, equity holders may receive dividends when there are sufficient distributable reserves—or on any later sale (see Practice Note: Debt for equity swaps). Securing a robust valuation is...
Subject to the conditions in the Companies Act 2006 ( CA 2006), a limited company may hold or deal in its own shares. Once acquired, such shares are retained in treasury and are known as the company’s treasury shares. For guidance on how, and for what reasons, a company might repurchase shares to place into treasury, see Practice Note: Buying back shares into treasury. The rules governing treasury shares are contained in CA 2006, ss 724–732. If a company breaches any of these provisions (other than CA 2006, s 730; see Practice Note: Cancellation of treasury shares), the company and every officer in default commit an offence. Upon conviction, a person guilty of the offence is liable to a fine. Dealing with treasury shares A company may simply retain its treasury shares (see Practice Note: Holding treasury shares)......
This Practice Note addresses the challenges that emerge when IT assets are transferred as part of a business disposal. For purchasers, technology is a critical aspect of the target, and a detailed review of needs and handover matters is essential. For a broad summary of an IT lawyer’s remit in corporate deals, see Practice Note: Corporate transactions for technology lawyers, and for matters specific to tech companies, see Practice Note: Buying a software business—key considerations. Identify assets required From a commercial perspective, consider how the target relies on IT and how critical those systems are to its activities. Preferably, carry out a full audit and assessment of the IT estate, its proprietorship, and whether each element is actually needed. This may, at times, prompt a rethink of what is required. Given the fast-moving nature of enterprise technology, an asset acquisition can offer a chance to retire...
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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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