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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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A member of a company is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak and vote at a general meeting of the company. The Companies Act 2006 ( CA 2006) sets out how a member may appoint a proxy in advance of a company’s general meeting. Alongside these statutory rules, a company’s articles of association may provide broader rights concerning proxy appointments. Every notice convening a company meeting must include, displayed with reasonable prominence, a statement informing members of: their rights under CA 2006, s 324; and any wider rights in the articles to appoint more than one proxy Failing to include this statement in the notice does not invalidate the business conducted at the meeting; however, each officer in default commits an offence. This guide does not deal with voting by proxy (see...
ARCHIVED: This Practice Note has been archived; it is no longer maintained and is supplied for background reference only. For further information concerning the Prospectus Regulation, please see the Practice Note titled The UK Prospectus Regulation—essentials [ Archived]. Introduction to the Prospectus Regulation and Prospectus Directive comparison and analysis The Prospectus Regulation ( EU) 2017/1129 ( PR) was released in the Official Journal ( OJ) of the European Union ( EU) on 30 June 2017, with certain elements coming into legal effect on 20 July......
ARCHIVED: This Practice Note is archived and no longer updated or maintained at all. Last revised July 2019. From 21 July 2019, the Prospectus Regulation ( EU) 2017/1129 took full effect across all EU Member States and the Prospectus Directive was revoked. The Prospectus Regulation now sets out the particular circumstances in which a prospectus must be published for an offer of securities to the public in the UK, or for admission of securities to trading on a regulated market in the UK. The FCA brought the FCA Handbook fully into line with the provisions of the Prospectus Regulation by removing the Prospectus Rules in full and substituting 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] This note, together with connected notes on the now...
A property joint venture is a structure through which two or more parties bring together different contributions to realise value from the development, purchase or ongoing management of property. In most situations, that value is gauged by income streams or capital returns; however, certain joint venturers—such as local authorities—participate for social purposes, for instance in connection with urban regeneration programmes, community initiatives and similar projects. Contributions from the joint venturers typically comprise a combination of: cash, or the capacity to enter into funding commitments tangible assets (e.g. land) intangible assets (e.g. expertise, intellectual property, construction services, contractual rights, etc) Common participants in property joint ventures include property companies, developers, onshore institutional investors, offshore investors, landowners, local authorities and other public sector organisations. Why enter into a property joint venture?......
The properties held by a company can be obtained by two routes: an acquisition of assets owned by the company (an asset purchase), or an acquisition of the company’s shares (a share purchase) Asset purchase On an asset purchase: the buyer takes the undertaking as a going concern and may select which elements of the business, together with any assets and liabilities, it wishes to take on every property owned, used or occupied by the undertaking must be conveyed, assigned or transferred to the purchaser within the sale documents Properties may be sold outright, or the buyer may be granted a fresh lease. Where a leasehold interest is involved (whether already existing or newly created), particular issues arise. For more information, see Practice Note: Leasehold property issues arising on an asset purchase. The properties will be identified in the sale...
Structure Reasons for the landowner to form a JV There are several motives for a landowner to pursue a JV for a development scheme, including: spreading risk with a partner and directing specialist exposures to the appropriate JV party — in particular, transferring such risk to a developer seeking a higher return on a land disposal than a simple receipt with overage — the landowner may lack the expertise and resources to develop the site, but in a JV can share more fully in the upside; while exposure may increase, potential profits can also rise to reflect the added risk From a landowner’s perspective, it should avoid over‑complicating the JV structure and thereby taking on greater risk and liability — especially if it does not have the skill set and/or resources to supervise a developer and/or investors within a JV. For example, a more...
Choosing a structure Unless a single entity promotes a scheme (with or without mortgage finance), many projects proceed by way of a collaborative joint venture arrangement (often known as a ‘ JV’). This remains the prevailing approach across numerous property schemes today. This Practice Note sets out the corporate and contractual JV models most frequently used to regulate collaborations between landowners, developers, funder and investors in property development. For additional guidance on choosing an appropriate structure in any particular situation, see Practice Notes: Setting up a joint venture—choice of structure and Property Joint Ventures—choosing the right structure. JV company A JV company is a separate legal person, distinct from its shareholders and directors, who—provided there is proper management and solvency—enjoy limited liability. Shareholder agreements govern the collaborative relationships between the participating shareholders. As a private document, the shareholders’ agreement is not accessible to...
Definitions and related Code provisions Definitions This Practice Note reviews rules on profit forecasts and quantified financial benefits statements ( QFBSs) under the City Code on Takeovers and Mergers (the Code), including cases where the profit forecast reporting regime is disapplied. Within the Code, a 'profit forecast' is any wording that expressly sets out, or implicitly points to, a number—whether a minimum or a maximum—for the anticipated amount of profits or losses for the present financial period and/or later periods, or that includes information enabling such a future profit or loss figure to be computed, even where no explicit number appears and the term 'profit' is absent, notwithstanding that no particular figure is specified and the word 'profit' does not feature. For these purposes, a 'financial period' need not align with a defined accounting period. A statement labelled a 'target', 'budget' or similar will ordinarily be treated as a...
This Practice Note considers the different legal bases for bringing a professional negligence claim This Practice Note examines the alternative legal foundations for pursuing a professional negligence claim, namely establishing that the professional owed the claimant a duty. At certain times, whether such a duty arises is intertwined with the nature of the loss claimed, which in turn defines the scope of the duty and related matters; for authoritative direction on these points, see: Professional negligence claim—scope of duty, causation and remoteness—checklist and related content. For guidance on starting a professional negligence claim, consult the following Practice Notes set out below: Starting a professional negligence claim—a practical guide Pleading professional negligence claims—worked hypothetical examples and related precedents For the required standard of care in professional negligence matters, refer to these key Practice Notes: Standard of care in professional negligence claims Standard of...
Producer responsibility regimes—liability framework This Practice Note offers an overview and summary of the principal liability framework applying to producer responsibility regimes in England and Wales. It concentrates on four core waste regimes relevant here: packaging waste waste electronic and electric equipment ( WEEE) batteries and accumulators end of life vehicles ( ELV) It describes the underlying legal architecture, key statutory duties, the division of responsibility across the supply chain, and the enforcement approach within each regime. Part 3, section 50 of the Environment Act 2021 ( EA 2021) and Schedule 4 granted powers to the Secretary of State for England (and Welsh Ministers for Wales) to make regulations that place further obligations on producers, including setting and enforcing waste management targets. This permitted the introduction of extended producer responsibility ( EPR) regimes. In England and Wales, the EPR for packaging waste is regulated through the Producer...
Money laundering offences—an introduction Money laundering describes the disguising of criminal proceeds as assets that seem legitimately derived, enabling permanent retention or their channelling back into further unlawful ventures. It follows a prior acquisitive offence (the predicate crime), with the profits processed either by the offender or by another acting for them. The Proceeds of Crime Act 2002 ( POCA 2002) creates the core laundering offences, discussed in greater depth below. Liability can also arise for those who, within the anti-money laundering framework, fail to identify, discourage, stop or disclose substantive laundering activity. These failures are criminalised under POCA 2002 and through secondary legislation. For further detail, see Practice Note: Money laundering offences—failure to disclose offences and Anti-money laundering and counter-terrorist financing offences—overview. Corporate criminal liability extends to organisations where the wrongdoing is committed by a body corporate, a...
A person wishing to set up a new company has the following options: Incorporate a new company in line with the Companies Act 2006 ( CA 2006), configuring it on incorporation to satisfy its particular requirements (a tailor-made company); or Acquire a ready-made, ‘off-the-shelf’ company (ie a company already incorporated that has never traded, a ‘shelf company’) from a company formation agent and then adapt it to meet those requirements. The actions involved in buying and customising a shelf company are set out below. For information on forming a tailor-made company, refer to Practice Note: Incorporating a company......
Vendors frequently rely on a virtual data room—an online portal with restricted access created by a specialist service provider on the sellers’ behalf, as distinct from a ‘physical’ data room—to co-ordinate the bidding process (where applicable) and the due diligence stage of the transaction. The data room will typically include relevant financial, legal and technical due diligence materials relating to the target’s business, and may contain responses to the due diligence questionnaire......
Practice Note This Practice Note sets out the matters that may arise on a private M& A deal (whether implemented as a share acquisition or an asset acquisition) where a counterparty is a company whose shares are listed in the equity shares (commercial companies) category or in the transition listing category on the Financial Conduct Authority’s ( FCA) Official List and are admitted to trading on the main market for listed securities ( Main Market) or admitted to trading on AIM. It also addresses points common to all public companies, whether exchange-listed or not. In these scenarios, the buyer and/or seller may need to release suitable market announcements containing certain mandated enhanced disclosures. Where the deal amounts to a reverse takeover (see below) and the purchaser is a listed company, the purchaser may have to dispatch an explanatory circular to...
For a conventional private equity buyout, most of the funding typically comes from borrowing rather than equity capital. By contrast, venture or growth capital deals seldom include a layer of debt within their financing mix or structure. Types of debt and debt providers Within a buyout, debt denotes borrowings arranged from institutions such as banks, pension schemes, insurers, hedge funds, and other specialist lenders — for example, leveraged loan funds — whose mandates are to deploy capital into debt in this market. Such providers are independent third parties with no other involvement in the deal itself, as opposed to the private equity house or the management team. The borrowings they extend are orthodox debt, not hybrid or quasi‑debt instruments — for instance, preference shares or loan notes — which sit within the equity stake held by the private equity backer or management instead. Debt is...
Post general meeting (including AGM) actions and procedures This guide outlines an indicative checklist of the principal actions for a company secretary (or other company administrator) after a general meeting or annual general meeting ( AGM). It cross-refers to Companies Act 2006 ( CA 2006) provisions that apply to meetings of all companies, and, where relevant, to further obligations under the UK Listing Rules, Alternative Investment Market ( AIM) Rules and the UK Corporate Governance Code for listed and AIM companies. For more detail on the steps involved, see Practice Note: Post general meeting (including AGM) actions and procedures. The precise formalities vary by company type (private limited company, public limited company, listed company or AIM company) and commonly include: drafting the minutes of the meeting updating or amending the company’s statutory registers and records making requisite filings (with the Registrar of Companies or regulators such as the...
ARCHIVED : This Practice Note has been archived and is not maintained . This archived Practice Note reviews the principal actual and potential legal and practical ramifications of the UK’s exit from the EU ( Brexit) for arbitration law and practice in England and Wales, using England and English as shorthand. It also addresses how the EU‑ UK Trade and Cooperation Agreement ( TCA) relates to arbitration conducted in England. In brief, and explored further below, the legal and practical effects of Brexit on arbitration in England are, or are anticipated to be, limited, with little, if any, negative impact on practitioners or on London’s standing as a leading seat of international arbitration globally. That said, the short-, medium- and long-term consequences for the arbitration market in London and across England cannot be wholly disentangled from the broader outcomes of the UK’s...
STOP PRESS : Significant changes to the UK prospectus framework took effect on 19 January 2026. The updated rules for public offers of securities and for admissions to trading in the UK are chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and in the FCA sourcebook titled The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. The reforms aim to streamline capital raising and markedly lessen the circumstances in which a company must produce an FCA-approved prospectus for a subsequent issue of shares. For full details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note reflects the prospectus framework that applied before 19 January 2026. It examines the key methods and materials used to market an...
The Model Code The Model Code, previously set out in former Listing Rules published by the Financial Conduct Authority ( FCA), was deleted by the FCA as a consequence of the coming into force of the Market Abuse Regulation ( EU) 596/2014 ( MAR) on 3 July 2016. Companies with a former premium listing of equity shares were required to comply with the Model Code, which restricted persons discharging managerial responsibilities ( PDMRs) dealing in such company’s securities. The......
Archived: This Practice Note has been archived and is not being maintained or updated. Insider dealing involves exploiting confidential or privileged information that has not yet been made public or otherwise disclosed, in order to gain an advantage in the market. If a person in possession of inside information uses it to deal in price-affected securities, that conduct amounts to the offence known as insider dealing. For fuller detail on the offence of insider dealing, including the maximum sentences that may follow conviction, see Practice Notes: Insider dealing—the criminal offence and Insider dealing—defences to criminal charges for further guidance. Sentencing guidelines There are no offence-specific sentencing guidelines for this offence; none exist. Consequently, the Sentencing Council’s General guideline: overarching principles will govern sentencing for all insider dealing offences. From that point, sentencing courts must apply the guideline to every case, unless the interests of justice suggest...
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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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