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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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ARCHIVED: These Market Standards Trend findings assess current patterns within the rights...
Retained EU Law ( Revocation and Reform) Act 2023 The Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023) overhauls the framework set by the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018). It has a marked effect on the status and treatment of what had been retained EU law ( REUL); from 1 January 2024, by virtue of the Act, this is recognised as assimilated law. The legislation also confers a broad set of powers enabling the further amendment, repeal, and substitution of assimilated law over time. REUL( RR) A 2023 came into force in part on 29 June 2023, with additional provisions taking effect on 29 August 2023, and the remaining elements commencing on appointment. It was brought into force on 1 January 2024, save for section 6 ( Role of courts). For...
Reviewed by Professor Richard Macrory The Regulatory Enforcement and Sanctions Act 2008 ( RESA 2008) empowered regulators to address offences through six civil sanctions rather than pursuing prosecution. In 2010, the Environment Agency ( EA) and Natural England ( NE) received these powers for specified environmental breaches. In 2015, the regime widened when the EA was authorised to accept enforcement undertakings for environmental permitting offences. The Environmental Civil Sanctions ( England) Order 2010, SI 2010/1157 applies in England, and the Environmental Civil Sanctions ( Wales) Order 2010, SI 2010/1821 applies in Wales. In both, Schedule 5 sets out which sanctions are available for each offence. The EA commenced using its powers on 4 January 2011. NE began exercising its powers from 3 January 2012. From 1 April 2013, Natural Resources Wales ( NRW) assumed responsibility for enforcing environmental civil sanctions in Wales. The...
This Practice Note outlines the requirements for a public company limited by shares to convert to a private unlimited company with a share capital (re-registration from public to private unlimited) under Part 7 of the Companies Act 2006 ( CA 2006). What is an unlimited company? An unlimited company is one whose members have no ceiling on their liability to contribute towards the company’s obligations on a winding-up. Such a company cannot be a public company, so a public company wishing to become unlimited must also become private. An unlimited company may exist with or without a share capital—for instance, if a private company limited by guarantee re-registers as unlimited, it will have no share capital; however, where a public company re-registers as a private unlimited company, it will always have a share capital, as a public company cannot be limited by...
This Practice Note forms part of a cross‑border guide covering the fundamentals of establishing particular business vehicles across worldwide jurisdictions. Member firms of the Multilaw network respond to core queries on the subject. Here, the guide outlines principal issues when setting up a joint stock company in the Republic of Korea. Information is current as at 13 January 2023. Authors: Hyeong Gun Lee, Ki Wook Kang, Yi Jun Chang and Junghae Kang, Lee & Ko, a Multilaw member firm. Common entities 1. Which entity form is addressed by this questionnaire? Which other commonly used entities in this jurisdiction are dealt with in a separate questionnaire? This response concerns the joint stock company— Chusik Hoesa. 2. Identify other entity types available in your jurisdiction that exist but are not covered by a questionnaire at present Limited (liability) company— Yuhan Hoesa Limited liability company— Yuhan Chaekim...
The Financial Reporting Council’s UK Corporate Governance Code ( UKCG Code) stands as the benchmark for effective governance for companies with a listing of equity shares in the equity shares (commercial companies) category. It sets out a series of recommendations on directors’ remuneration, including the requirement for such companies to establish a remuneration committee. This Practice Note examines the UKCG Code alongside other best practice guidance on how the remuneration committee should be composed, the committee’s remit and accountabilities, and the principles to apply when setting director remuneration policy and remuneration levels. For details on the remuneration of directors of companies with a listing of equity shares in the equity shares (commercial companies) category more generally, see Practice Note: Directors’ remuneration—quoted companies. The UKCG Code, the UK Listing Rules and the DTRs For general information on the application, purpose and provisions of the UKCG Code, and the...
The UK Corporate Governance Code ( UKCG Code) encourages companies with equity shares listed in the equity shares (commercial companies) category, whether incorporated in the UK or overseas, to establish a remuneration committee. This committee is delegated authority to shape policy for executive director remuneration and to set pay for the chair, executive directors and senior management. Other quoted companies broadly mirror these arrangements when determining executive pay. Many remuneration committees also consult internal and/or external advisers on the structure and quantum of remuneration for executive directors and chairs. Requirement for a remuneration committee adviser According to the UKCG Code, the process for developing executive remuneration policy and deciding director and senior management pay should be formal and transparent. There is no legal or regulatory duty to appoint an adviser; nonetheless, it is commonplace, and the UKCG notes that companies may choose to do so. Where...
This brief note outlines the process for removing a company director under section 168 of the Companies Act 2006 ( CA 2006), and explains the key steps to follow in straightforward terms. Removal of a director by ordinary resolution of the members A director can be taken out of office at any time by an ordinary resolution of the members passed at a company general meeting, before their term ends, despite anything contained in any contract between the director and the company. Special notice of 28 clear days (that is, excluding the day the notice is given and the day of the general meeting of the company) of the proposed ordinary resolution to remove a director must be given to the company. If an annual general meeting ( AGM) is upcoming, a member may serve special notice of the proposed resolution so that it is included with the...
On 1 August 2022, the register for overseas entities came into operation. Any overseas entities intending to purchase, dispose of, transfer, or mortgage land or property in the UK were required to enrol with Companies House and state their registrable beneficial owners or managing officers by 31 January 2023 (thereby marking the formal close of the register’s transitional period). Separately, it should be noted that an overseas company must also be recorded at Companies House if it sets up an ‘establishment’ in the UK. An establishment means a branch within the terms of the Eleventh Company Law Directive, or a place of business that is not a branch. That filing obligation arises under the Overseas Companies Regulations 2009. It is wholly separate and distinct from the regime outlined here concerning overseas entities that hold property in the UK. For more detailed...
ARCHIVED : This archived Practice Note summarises a number of key and/or illustrative cases relevant to reflective loss. It is not maintained and is for background information only. For guidance on the background to and principle underpinning this rule, as well as details of the key practical issues that it is sensible to have in mind should you have a case in which the rule might be relevant, see Practice Note: Reflective loss. Case details and analysis Court of Appeal Burnford v Automobile Association Developments Ltd [2022] EWCA Civ 1943 News Analysis: Right to strike out a claim because reflective loss is not recoverable ( Burnford v Automobile Association Developments Ltd) 14 November 2022 This appeal considered whether the judge had correctly decided—by the judgment of 28 February 2022, referenced below—to strike out a claim by former...
Practice Note Corporate lawyers frequently need to make sense of a business’s accounts. The term ‘accounts’ is wide-ranging and includes internal reports, commonly called management accounts, as well as statutory accounts produced to satisfy company law. This Practice Note aims to clarify key elements typically found within accounts, enabling you to ask sensible questions, flag areas of risk or strong performance, and ultimately feel more at ease with the information presented. Although most UK corporate entities are companies, some organisations—particularly accountancy and law firms—operate as limited liability partnerships ( LLPs). The accounting rules for LLPs are broadly aligned with those for companies, but the tax position differs: the LLP itself is not charged to tax on its profits; instead, the partners (the ‘members’) are responsible for the tax. For further information, see Practice Note: Taxation of UK LLPs. Formal requirements for accounts apply to all...
Since 1999, each Public Act of Parliament ( Act) has been accompanied by explanatory notes, excluding Appropriation, Consolidated Fund, Finance, and Consolidation Acts. These notes are prepared by the government department with oversight of the Act’s subject area in question......
Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 ( CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or...
What is the Takeover Code? The Code sets out the core rules and principles that govern how UK public takeovers are carried out. Offerors should consider how merger control may influence the timetable, management and terms of any offer within the Code’s scope. It is a non-statutory regime, created and overseen by the Panel. The Code rests on six overarching principles, including ensuring equal treatment for all shareholders; supplying sufficient information and advice so shareholders can evaluate an offer; and maintaining orderly, fair markets in the company’s shares. Alongside these sit 38 detailed rules, including: Rule 2.1: absolute secrecy pre-announcement Rule 9: the circumstances in which a 'mandatory offer' must be made following the acquisition of certain voting rights in a listed company For details of the regulatory regime applicable to public company takeover transactions, see The Panel and the...
Training materials This collection of training materials comprises template Power Point slides to serve as the foundation for one or more training seminars focused on planning a takeover bid. The materials are designed to assist legal advisers, company secretaries, members and directors in developing an understanding of the principal legal and regulatory obligations, together with the commercial considerations inherent in delivering an effective bid. It is anticipated that those delivering training will adopt these slides as a useful starting point for their presentations, and then adapt them as required to reflect their......
STOP PRESS: The Financial Services and Markets Act 2023 ( Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, SI 2025/583 (the PISCES Regulations) have established a five‑year regulatory sandbox for financial market infrastructure. It authorises the creation of share trading platforms to support secondary dealing in private and unquoted public company shares via intermittent trading events. Commencing on 5 June 2025, the PISCES Regulations temporarily adjust the Companies Act 2006 ( CA 2006), particularly the provisions allowing a public company to investigate interests in its shares, for the sandbox’s duration. For these purposes, references to public companies in CA 2006, ss 791–828 are to be read as including companies with voting shares traded on an approved private intermittent securities and capital exchange system ( PISCES); CA 2006, ss 803–807 are treated as disapplied; and the reference in CA 2006, s 819(1) to a...
The framework of the people with significant control ( PSC) regime Introduced on 6 April 2016, the people with significant control ( PSC) regime is grounded in Part 21A of the Companies Act 2006 ( CA 2006), as updated by sections 81–83 and Schedule 3 of the Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015), and by sections 44, 51 and Schedule 2 of the Economic Crime and Transparency Act 2023 ( ECCTA 2023). It was devised to curb opacity in corporate ownership, where records often noted only the legal, not the beneficial, holder of shares. The PSC register provides accurate, up-to-date details on who ultimately owns or controls companies and other entities, and this information is publicly accessible on the central registry at Companies House. It informs investors weighing an investment and assists law enforcement during money laundering...
The framework of the people with significant control ( PSC) regime Coming into force on 6 April 2016, the regime for people with significant control is set out in Part 21A of the Companies Act 2006 ( CA 2006), as updated by sections 81–83 and Schedule 3 of the Small Business, Enterprise and Employment Act 2015, and by sections 44, 51 and Schedule 2 of the Economic Crime and Transparency Act 2023 ( ECCTA 2023). It is intended to curb opacity in ownership, across businesses, where, historically, registers noted only the legal shareholder and not, in every case, the beneficial owner. The PSC register delivers clearer, more precise and up-to-date details of who ultimately owns and controls companies and other entities, and this data is publicly available to the public via the central register at Companies House. PSCs and other relevant legal entities ( RLEs)...
Under the Companies Act 2006 ( CA 2006), the method by which a proxy can vote at a general meeting, including an AGM, is set out. Beyond the statute, a company may grant wider rights to members or proxies through its articles of association. Traded companies must also meet further obligations in the CA 2006, and the relevant UK Listing Rules of the Financial Conduct Authority ( FCA) and the Financial Reporting Council's UK Corporate Governance Code on proxy voting. This Practice Note summarises those additional requirements. For specimen proxy forms, see Precedents: Short-form proxy form – general meeting of a private company or unlisted public company Long-form proxy form – general meeting of a private company or unlisted public company Proxy form – general meeting of a listed public company This Practice Note does not address appointing a proxy; see...
ARCHIVED: This archived guidance, from August 2004 and refreshed in 2013, was issued by The Chartered Governance Institute (previously known as ICSA:......
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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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