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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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There are several situations in which a company’s shares may change hands at times, the most frequent being a disposal of the shares by way of sale transactions. Other scenarios include a transfer arising on the creation or enforcement of security, or effected as a gift. It is likewise possible for a company to purchase its own shares, and for shares to be transmitted by operation of law (eg following the death or bankruptcy of a holder). This Practice Note concentrates on the standard steps required to implement a transfer of certificated shares on a sale that is not a buy-back transaction in practice. Certificated shares, uncertificated shares and their transfer Company shares may exist in certificated or uncertificated form. They are held in certificated form where the company has issued, or ought to have issued, a paper share certificate for the holding...
Introduction Groups of companies carry out reorganisations for numerous and varied reasons; however, whatever the motivation, such changes frequently influence existing share plans and other employee equity arrangements. At times the effect is commercial, yet it is important to take care that any valuable tax advantages are not forfeited. transferring the business of one group company to another group company, often arising from an acquisition or to enable the sale of a specific part of the business and its assets transferring the shares of one subsidiary to another subsidiary so the group achieves the most suitable structure, often following an acquisition or sale of a business, and inserting a new group holding or parent company above an existing parent company, typically to facilitate an initial public offering ( IPO) or a new third-party investment, without any change to the group’s ultimate...
This practice note relates solely to defined benefit occupational pension schemes. The Pensions Regulator's moral hazard powers The Pensions Act 2004 ( Pe A 2004) granted the then newly established Pensions Regulator a broad suite of powers. Foremost among these, and the most groundbreaking, were the moral hazard measures set out in sections 38–54 of the Pe A 2004. These moral hazard powers—also referred to as anti-avoidance powers—allow the Pensions Regulator to challenge schemes aimed at evading pension funding duties and, ultimately, in turn, limit the Pension Protection Fund’s ( PPF) potential exposure. In specified situations, the Pensions Regulator may even look beyond corporate structures and also allocate pension liabilities to third parties that are connected with, or associated with, a scheme’s sponsoring employer......
Dated May 2022, this guidance was issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) ( CGI) to...
ARCHIVED: This guidance, dated November 2018, issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) ( CGI), offers a sector perspective on,......
ARCHIVED: This archived guidance, dated August 2004 and revised in 2013, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance......
ARCHIVED: These archived guidelines, from July 2013, issued by The Chartered Governance Institute (formerly called ICSA: The Governance Institute) ( CGI), are specifically designed to......
ARCHIVED: Archived guidance from January 2013 by The Chartered Governance Institute (formerly ICSA: The Governance Institute) ( CGI) outlines ways for non-executive directors to approach their work, proposing methods they might apply to responsibilities in manner that would......
ARCHIVED: This archived guidance, dated May 2015, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute)......
ARCHIVED: This guidance, archived and from October 2014, was issued by The Chartered Governance Institute (previously called ICSA: The Governance Institute) ( CGI) to offer an industry......
This Practice Note sits within a multi-jurisdictional guide to establishing particular business vehicles across global jurisdictions. Member firms of the Multilaw network respond to core questions on the subject. This instalment highlights key points for forming a private limited company in Thailand. Current as of 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm. Common entities The focus of this response is the private limited company. Separate responses address the public limited company and the representative office. Other entity types that exist but are not covered at this time: Limited liability partnership Regional office General principles Main source of law authorising this entity: Thai Civil and Commercial Code. Brief summary of the entity •...
This Practice Note forms part of a cross-border guide that covers the key elements of establishing particular business vehicles across global jurisdictions. Member firms of the Multilaw international network contribute responses to core questions on the subject matter. Leading law firms within the Multilaw global law firm network supply answers to key questions on this topic. This instalment highlights principal issues arising on the formation of a public limited company in Thailand. Up to date as at 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm Common entities Which form of entity is addressed in this questionnaire? Which other commonly used entities in this jurisdiction are covered in another questionnaire? The private limited company and the representative office are handled in separate responses. Identify further entity types in your jurisdiction that exist but are not...
Entering a joint venture ( JV) usually calls for significant planning and effort from the JV participants who have chosen to collaborate for mutual benefit, commonly by pooling costs, resources and expertise. At the point of entering into a JV arrangement, the parties may already hold views on the circumstances that could lead to, and the timing of, terminating the JV. Nevertheless, even where there are no clear intentions at the outset about when and in what situations the JV should end, thought should still be given to the events that might result in its termination. The joint venture agreement/shareholders’ agreement ( JVA) will often specify, from the start, procedures for ending the JV and the conditions in which a JV party can depart the JV. Ending the JVA is separate from winding up the joint venture company ( JVC). Careful...
Practice Note Term sheets in lending transactions This overview introduces key information on term sheets used in lending arrangements. It covers: the situations in which term sheets are deployed in lending transactions when term sheets are intended to be legally binding principal considerations when negotiating term sheets for borrowers and lenders core provisions in term sheets, including those in the Loan Market Association ( LMA) recommended form of term sheet For a more detailed discussion of the LMA investment grade term sheet, see Practice Note: Loan Market Association investment grade term sheet—commentary. For practical guidance on negotiation points in term sheets, see Practice Note: How to draft and negotiate a LMA investment grade term sheet. For a precedent term sheet for a bilateral lending transaction, see Precedent: Term sheet (for a term loan facility): single company...
FORTHCOMING CHANGE : On 1 September 2022, the DLUHC opened a consultation proposing fresh obligations for the LGPS to oversee and publish climate-related risks, including the carbon emissions associated with its investments. As the UK’s largest public sector pension arrangement, the LGPS serves 6.2 million members and holds £342bn of assets worldwide. The government’s plans would require administering authorities to measure their carbon footprint, evaluate how climate change may influence pension assets and liabilities, and provide an annual report on the extent to which holdings align with the 2015 Paris Agreement, the global climate treaty adopted by much of the world. The initiative aims to strengthen the management of climate-related financial risk and to bring the LGPS into line with rules already applied to private pension schemes. The package seeks to give effect to the recommendations of the Task Force on...
What does the Market Standards trend report cover? ARCHIVED: This Practice Note is archived and no longer maintained. The Market Standards Trend Report reviews how premium-listed commercial companies reported in 2022 in line with the recommendations set out by the Task Force on Climate-related Financial Disclosures ( TCFD). It sets out an overview of the regulatory framework, analyses how FTSE 350 companies have responded to the reporting obligations, and offers examples of leading practice disclosures. The report further features commentary and hands-on guidance from leading practitioners in this field......
This Practice Note forms part of a multi-jurisdictional guide covering key aspects of establishing particular business vehicles across global jurisdictions. Member firms within the Multilaw global law firm network address core questions on this subject. This chapter highlights principal considerations for setting up a company limited by shares in Taiwan. Current as at 7 March 2023. Prepared by Benjamin Li, Lee and Li, Attorneys-at- Law, a Multilaw member firm. Common entities 1. Which entity is covered by this questionnaire? Which other commonly used vehicles in this jurisdiction are addressed in separate responses? This response concentrates on the company limited by shares. 2. Other entity types that exist locally but are not covered here include: General partnership Limited partnership Unlimited company Limited company Unlimited company with limited liability shareholders Close-held company limited by...
Updated in October 2025 Introduction Since the mid-twentieth century, Taiwan has stood among the ‘ Asian Tigers’, sustaining a vibrant capitalist economy with a strong global footprint. The World Trade Statistical Review 2025 records Taiwan as the 16th largest exporter in world merchandise trade for 2024, while the IMD World Competitiveness Yearbook 2025 ranks it 6th worldwide. The government also provides a range of attractive incentives that enhance Taiwan’s business-friendly appeal. Supported by political stability and a dependable domestic market, deep expertise in both hardware and software engineering, a rich pool of high-calibre talent, mature infrastructure, and favourable investment legislation, Taiwan offers a compelling setting for enterprise. Positioned at the heart of the Asia Pacific, it serves as a strategic bridge to major economies including the US, China, Japan and Korea, along with emerging markets such as the ASEAN Economic Community ( AEC). In June 2010, the...
Introduction This Practice Note offers high-level guidance on trading with a company in liquidation or administration, being insolvency procedures where control of the company passes to an insolvency practitioner. The note is likewise pertinent to administrative receivership, although that route is now available only in very narrow circumstances. It also addresses procedures where directors retain control, eg company voluntary arrangements and moratoria under Part A1 of the Insolvency Act 1986 ( IA 1986). It summarises key considerations when engaging with such entities during insolvency-related trading at a high level. For fuller discussion and practical guidance on this topic, you may wish to consult the following Practice Notes: A creditor’s guide to dealing with a company in financial difficulty Dealing with suppliers, customers and ROT claims Factors the court will take into account when deciding whether to lift or impose a liquidation stay The moratorium in...
This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit At the outset of a private equity buyout ( MBO), beyond price and equity stakes, the key question for the parties and their advisers is the deal structure. In most cases, a newly formed company established by the investor (a newco) will either: purchase all of the issued share capital of the target (a share purchase), or acquire the business as a going concern together with certain assets (an asset purchase). On completion, the investors and the managers (ie management members of the target company/business) will subscribe for their respective equity interests in the newco, or in a holding company of the newco, depending on the proposed equity structure. See Practice Notes: Structure of a buy-out and Stages of a...
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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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