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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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ARCHIVED: This content was published in 2020 and is not maintained. The Market Standards trend report delivers detailed analysis of the 12 binding offers and ten potential offers made for Main Market and AIM companies subject to the Takeover Code in H1 2020. It also provides insight into public M& A patterns and what we might anticipate in H2 2020 and beyond. What does the Market Standards trend report cover? deal value and volume private equity deal activity UK and foreign bidder activity industry focus deal structures post-offer statements of intention shareholder activism coronavirus ( COVID-19) issues and impact legal and regulatory developments What are the highlights from the report? The economic uncertainty arising from the coronavirus ( COVID-19) pandemic has had a material effect on public M& A activity, with activity notably lower in Q2 2020. In H1 2020 there were 12 firm offers announced, compared with 33 firm offers in H1 2019 and 33...
ARCHIVED: This Practice Note is archived and is not being maintained. The Market Standards trend report delivers detailed examination of the 53 firm offers, 52 possible offers and five formal sale processes and/or strategic reviews announced by Main Market and AIM issuers falling within the Takeover Code ( Code) during 2021. It offers insight on public M& A patterns and what we and our contributors anticipate for 2022 and thereafter. What does the Market Standards trend report cover? Topics covered include: outlook for 2022 deal value and volume deal structure hostile, competing and mandatory offers P2P transactions UK and overseas bidder activity industry focus engagement by shareholders and other stakeholders legal and regulatory developments The report features analysis of notable transactions, such as the £7.1bn competing bids for Wm Morrison Supermarkets, the £3.5bn consortium proposal for Signature Aviation and the £2.7bn offer for DMGT by the Rothermere family. What are the highlights from the...
ARCHIVED: This content was published in 2021 and is not maintained. The Market Standards trend report delivers detailed examination of the 42 firm offers, 45 possible offers and 13 formal sale processes and/or strategic reviews announced by Main Market and AIM companies subject to the Takeover Code in 2020. It shares insight on public M& A patterns and what we and our contributors anticipate for 2021 and beyond. What does the Market Standards trend report cover? Topics explored include: transaction value and volume transaction structures hostile, rival and mandatory bids P2P transactions domestic and international bidder activity sector focus post-offer statements of intention ( POI statements) and COVID-19 legal and regulatory changes outlook for 2021 The report also studies high‑profile deals, such as Intact Financial and Tryg’s £7.2bn bid for RSA Insurance Group, Garda World’s £3.7bn hostile bid for G4S,...
ARCHIVED: This material was published in 2023 and is not maintained. The Market Standards trend report delivers detailed assessment of 25 firm offers, 16 possible offers, and seven formal sale processes and/or strategic reviews announced for Main Market and AIM companies governed by the Takeover Code ( Code) in H1 2023. It features market perspective from leading experts at Addleshaw Goddard, Ashurst, Clifford Chance, Gibson Dunn, Hogan Lovells, Linklaters and White & Case. It also provides insight into public M& A patterns and what we and our contributors anticipate in H2 2023 and beyond. Takeover activity Public M& A volumes stayed muted in 2023, with 25 firm offers announced in H1 2023 ( H1 2022: 27; H2 2022: 19). High value activity was thinner, with total consideration of £12.2bn and an average deal size of £489m in H1 2023. By comparison, aggregate values were £19.1bn and...
ARCHIVED: This material was published in 2024 and is not being maintained. What does the Market Standards Trend Report cover? The Market Standards Trend Report offers a detailed examination of 29 firm offers, 32 possible offers and eight announcements of formal sale processes and/or strategic reviews, issued by Main Market and AIM companies subject to the Takeover Code (the Code) in H1 2024. It provides perspective on public M& A developments and what we, together with specialists from Addleshaw Goddard, Ashurst, Bird & Bird, Gibson Dunn, Hogan Lovells, Linklaters, Macfarlanes, Paul Weiss and White & Case, anticipate for H2 2024 and beyond. outlook for H2 2024 deal values and volumes deal structures unrecommended and rival offers public‑to‑private ( P2P) transactions bidder jurisdiction sector form of consideration and bid financing irrevocable undertakings possible offers, formal sale...
ARCHIVED: This content was published in 2020 and is not maintained. The Market Standards trend report presents detailed examination of the 66 firm offers and 45 possible offers made for quoted companies governed by the Takeover Code during 2019. It also shares insight into public M& A patterns and what we might expect in 2020 and thereafter. What does the Market Standards trend report cover? transaction value and volume private equity participation hostile takeovers and rival bids sector focus UK and overseas bidder activity shareholder activism post-offer undertakings and national security undertakings legal and regulatory developments The report assesses headline transactions, including the Takeaway.com/ Prosus competing bids for Just Eat, Advent International’s £4bn offer for Cobham, the £2.6bn consortium bid for Inmarsat, and Non- Standard Finance’s £1.3bn hostile approach for Provident...
When a restructuring is pursued instead of commencing formal insolvency proceedings (see Practice Note: Benefits of informal restructuring over formal proceedings), the company will often aim to secure swift standstill commitments from relevant creditors to create breathing room to shape a restructuring plan. A standstill agreement is a contract between the company and its creditors that pauses enforcement action (see Precedent: Standstill agreement). Parties The debtor company will sign, typically alongside operating subsidiaries that hold significant assets, could be exposed to formal action or risk breaching financial covenants, and, in many cases, the ultimate parent company. Other participants usually include creditors and stakeholders critical to the company’s success, eg major customers, suppliers (if the company is a key client, helpful concessions might be secured) and the pensions trustee/regulator (where there is a substantial defined benefit pensions deficit). Who is invited to...
The UK’s formal withdrawal from the EU took effect at 11 pm on 31 January 2020 (exit day). At that point, the withdrawal period under Article 50 TEU concluded, and the ratified Withdrawal Agreement, which set the legal terms of the UK’s departure, entered into force. On exit day, the ratified Withdrawal Agreement was released in the Official Journal of the European Union, together with the Political Declaration outlining the framework for the future relationship between the UK and the EU: Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community, OJ L 29 31.01.20, p 7-187 Political declaration setting out the framework for the future relationship between the European Union and the United Kingdom, OJ C 34 31.01.20, p 1-16 Exit day stood as a significant milestone, being the date on which the UK...
What is the World Trade Organization ( WTO)? The WTO oversees trade agreements that regulate commerce between states. It is also a venue for governments to negotiate bilateral or multilateral trade agreements and to settle trade disputes, helping countries trade with as little friction and disruption as possible. For background reading on the WTO, see: WTO— Who we are and WTO— In brief. The WTO came into being on 1 January 1995, though its trading rules are older. The General Agreement on Tariffs and Trade ( GATT) has provided a framework for global trade in goods since 1948, amended through successive negotiating rounds. Talks in the mid-1980s and early 1990s, known as the Uruguay Round, sought to extend the system to services and intellectual property. That round concluded with an agreement signed on 15 April 1994 by most of the 123...
Background Environmental, social and governance ( ESG) considerations have moved sharply up the agenda for institutional investors in recent years. Numerous proxy advisers now issue dedicated ESG guidance and advise their institutional shareholder clients on voting approaches and wider stewardship practices. Because institutional investors hold substantial stakes in listed companies, and many lean heavily on proxy advisers when casting votes, listed companies closely track those advisers’ policies and voting recommendations. For more on proxy advisers—how they are supervised and the extent of their impact on listed companies—see Practice Note: Proxy advisers and ESG rating agencies—fundamentals. This Practice Note concentrates on the guidelines issued by institutional investors. For an overview of the legal and regulatory landscape for corporate ESG reporting, including obligations under the Listing Rules, the UK Corporate Governance Code ( UKCG Code), the Task Force on...
Corporate deals are a routine part of a solicitor’s work yet among the most demanding. Beyond the particularities of any purchase (including its configuration and price), legal teams examine every facet of the target’s operations, bargain for suitable safeguards for all participants, and arrange handover measures to ensure ownership passes smoothly for both parties. As a critical component of most enterprises, information technology sits at the heart of this exercise and must be considered throughout. Matters of data protection fall outside the scope of this Practice Note but should be taken into account where relevant. For links to guidance on data protection concerns that may surface during a corporate deal (including those tied to IT systems), refer to the section on Data protection considerations below. How corporate transactions work Typically, and for clarity, from a technology lawyer’s perspective, a corporate purchase can be viewed in three...
A limited company may repurchase its own shares, provided the conditions in the Companies Act 2006 ( CA 2006) are met. This is often termed a share buyback or a purchase of own shares. Besides the CA 2006 provisions, further rules apply when a listed company or an AIM company intends to purchase its own shares. Specifically, a listed company must have regard to the UK Listing Rules ( UKLRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules), although these do not explicitly address buybacks; AIM Regulation has confirmed that, in most situations, adherence by an AIM company to the UKLRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both categories of company may follow...
Under the Companies Act 2006 ( CA 2006), there are rules governing payments a company makes to a director by way of compensation for loss of office. Because these arrangements are especially susceptible to misuse, they must be approved by shareholders. Their interplay with the general statutory duties of directors is addressed in Practice Note: Directors' duties—scope, nature, interpretation and application. Among those duties is an obligation to inform the board whenever the director has, directly or indirectly, any interest in a proposed transaction or arrangement with their company, specifying the nature and extent of that interest. In relation to: the requirement to disclose an interest in a company transaction or arrangement, see Practice Note: Declaration of a director's interests—the statutory provisions; a director’s ability to participate, whether as a director or as a member, in decisions on such a...
Unless its articles of association state otherwise, a company is taken to possess an implied authority to share profits with its members. This authority is implied rather than expressly conferred, save where the articles exclude it, and it concerns distributions of profit to members in their capacity as shareholders. One such distribution is a dividend, which a company may make to its members. Indeed, dividends are the distribution most frequently used by companies; in practice, they are the standard way profits are returned. That said, no company is legally bound to declare a dividend unless the rights attached to its shares require it, and any obligation must arise from those rights. A member’s entitlement to any dividend arises from the shares they hold—dividend rights are attached to a particular class of the company’s shares, not to the individual personally. A company may not...
The directors of a company are responsible for its day to day management Company directors oversee the day-to-day running of the business. Their authority to act on a company’s behalf flows from its articles of association, the Companies Act 2006 ( CA 2006), the common law and any pertinent members’ resolutions. Equally, directors’ powers are curtailed by limits in the articles, CA 2006 (notably directors’ duties and any matters reserved to the members), the common law and any relevant members’ resolutions. By contrast with members’ decision-making — undertaken by written resolutions or at a general meeting or annual general meeting — CA 2006 contains no rules on how a company’s directors take decisions. In particular, it sets out no provisions governing meetings of the board of directors (board meetings). Accordingly, the company’s articles must prescribe the framework for directors’...
FICs have long served as an estate-planning tool, and their appeal remains undiminished presently, even as corporation tax rates increase. The label FIC covers numerous structural models, deployed for many aims, and is used in practice across a broad spectrum of arrangements. This Practice Note, however, does not address the wider tax-planning possibilities linked to using a FIC in any detail. What is a family investment company? A FIC is, at its core, a company created specifically to meet the needs of, typically, a single family. As the name suggests, it is generally formed, in many cases, to hold the family’s investments, though many of the same principles can equally apply to a family trading company. Investments may take any form that a company is permitted to hold and would typically include, often, property and/or equities. Such companies will usually adopt bespoke articles of...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be brought together into a single, self-assessed charge on securities—the securities transfer charge ( STC)—which will be paid and reported via a new online portal. The STC’s key features are expected to broadly align with the proposals consulted on in 2023. Finance Bill 2026 contains an enabling power commencing on Royal Assent to make secondary legislation that will allow taxpayers to pilot the digital service. This will permit self-assessment of stamp taxes on securities liabilities and electronic reporting of transactions through the digital platform. For more on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares...
Schemes of arrangement—definition and basis in statute A scheme of arrangement is a court-approved compromise between a company and its creditors or members. It can encompass matters that those parties could not otherwise settle by agreement alone, enabling a binding outcome without needing 100% backing from every interested party. Schemes are governed by sections 895–901 of the Companies Act 2006 ( CA 2006), with near-identical provisions having existed in company law for well over a century. Although CA 2006 does not set out a prescriptive, step-by-step mechanism, it outlines the process indirectly by stipulating the criteria the court must consider before sanctioning a scheme ( Re Rodenstock). Electronic filing is mandatory across all jurisdictions housed within the Rolls Building, including the Insolvency and Companies List (formerly the Bankruptcy and Companies Courts of the Chancery Division). Accordingly, all issuings and filings must be completed online via the CE- File...
A limited company can repurchase its own shares, provided it satisfies the specific requirements set out in the Companies Act 2006 ( CA 2006). This is also called a share buyback, or a purchase of its own shares. In addition to the provisions of the CA 2006, there are additional rules and guidance that are relevant and applicable to a listed company or an AIM company that intends to buy back its own shares. The CA 2006 restrictions on share buybacks do not apply to unlimited companies. For more detail on this kind of company, see Practice Note: Unlimited companies. For an overview and summary of the process for undertaking a share buyback, see Practice Note: How to carry out a share buyback. For further analysis of the legal framework governing a share buyback, together with the reasons a company might proceed, see...
Statute governs the allotment and issue of shares, and the applicable statutory provisions differ depending on the nature of the company proposing the allotment and on whether it has a single class of shares or several classes. In each case, the relevant statutory regime must be identified by reference to company type and share class structure... For detailed guidance on allotments by particular company types, see the following Practice Notes: Allotment and issue of shares—private companies with one class of shares Allotment and issue of shares—private companies with more than one class of share and public unlisted companies Allotment and issue of shares—listed companies Any additional rules, regulations and guidance that apply to a listed company, an AIM company, or a company with securities admitted to any market operated by the Aquis Stock Exchange fall outside the scope of this Practice...
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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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