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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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This Practice Note sets out information on how Brexit affects financial services, notably the removal of passporting rights, and the steps UK and EU firms should take now that the UK is treated as a third country for the purposes of EU financial services law after the close of the implementation period. It outlines the consequences for the sector, including the loss of passporting and the UK’s third-country status under EU financial services legislation once the implementation period ended. Further financial services materials on Brexit can be found in Practice Note: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived] and the Brexit collection. The end of the implementation period The UK left the EU on 31 January 2020 (exit day) and moved into an implementation period (described as a ‘transition period’ in the Withdrawal...
Status of the UK This document is archived and is not being updated any longer. From exit day on 31 January 2020, the UK ceased to be an EU Member State. Nonetheless, under the Withdrawal Agreement, the UK entered an implementation period, during which EU law continued to apply. In many Brexit SIs, as such, references to exit day should now be interpreted as references to IP completion day (the completion of the Implementation Period, defined in clause 39 as 31 December 2020 at 11.00 pm), unless that wording is expressly disapplied by the SI concerned. For further detail, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union ( Withdrawal Agreement) Act 2020 for R& I lawyers, and Brexit Bulletin—key updates, research tips and resources. We consider some of the likely issues for R& I lawyers and other...
Practice Note This Practice Note explains how Brexit affects the recast Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II) and the Markets in Financial Instruments Regulation ( Regulation ( EU) 600/2014) ( Mi FIR) (together, the Mi FID II regime). It outlines the general approach to the regime and identifies principal issues across particular areas, including: passporting transparency share and derivatives trading obligations transaction reporting and reference data data reporting service providers market operators The European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A 2020), provides for ratification and implementation in domestic law of the Withdrawal Agreement between the UK and the EU. The Withdrawal Agreement sets out the framework for the UK’s exit from the EU and...
Quick Look Brexit Financial Services Legislation Status Guide This guide sets out high-level information on the position of Regulation ( EU) 596/2014 ( OJ L 173/1) (the EU Market Abuse Regulation) in UK law from 1 January 2021. For further detail, see Practice Note: Impact of Brexit: Market Abuse Regulation—quick guide. Across the implementation period starting on 31 January 2020 and ending on 31 December 2020 ( IP completion day), the EU Market Abuse Regulation had direct effect in the UK pursuant to the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A 2020), and the Withdrawal Agreement between the UK and the EU. From 1 January 2021: the EU Market Abuse Regulation, as adjusted by statutory instruments ( SIs) made as part of the onshoring process under EU( W) A 2018,...
Overview of onshored and preserved EU-derived law post- IP completion day This brief guide sets out high-level details of the steps taken under the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018) to onshore Regulation ( EU) 596/2014 ( OJ L 173/1) (the EU Market Abuse Regulation). The main instrument used under EU( W) A 2018 to bring the EU Market Abuse Regulation into UK law was the Market Abuse ( Amendment) ( EU Exit) Regulations 2019, SI 2019/310 (the Market Abuse Exit Regulations), made on 18 February 2019. The Market Abuse Exit Regulations have been further amended by: Gibraltar ( Miscellaneous Amendments) ( EU Exit) Regulations 2019, SI 2019/680; Financial Services ( Electronic Money, Payment Services and Miscellaneous Amendments) ( EU Exit) Regulations 2019, SI 2019/1212; and Financial Services and Economic and Monetary Policy ( Consequential Amendments) ( EU Exit)...
BREXIT At eleven pm ( GMT) on 31 December 2020 ( IP completion day), the transition/implementation period that followed the UK’s departure from the EU ended. From IP completion day, core transitional measures ceased and notable changes started to apply across the UK’s legal regime. This document offers guidance on areas affected by those shifts. Before carrying on with your research, see: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived]. This quick guide on regulated activities and financial promotions outlines current UK legislation and retained EU legislation concerning the carrying on of regulated activities and the issue or approval of financial promotions that were amended and/or revoked by the Financial Services and Markets Act 2000 ( Amendment) ( EU Exit) Regulations 2019, SI 2019/632 ( FSMA Exit Regulations 2019), and other instruments at the end of the...
This Brexit Alternative Investment Fund Managers Directive 2011/61/ EC ( AIFMD) quick guide outlines the UK legislation and retained EU measures affecting alternative investment fund managers ( AIFMs) that are amended and/or revoked by the Alternative Investment Fund Managers ( Amendment etc.) ( EU Exit) Regulations 2019, SI 2019/328 (the AIFMD Exit Regulations), together with other instruments operative at the end of the implementation period after the UK’s departure from the EU, and the related updates to Financial Conduct Authority ( FCA) rules and guidance. The summary below explains the framework for onshoring EU requirements for AIFMs post- Brexit implementation period. For additional, practical material on Brexit readiness for asset managers and investment funds, including the consequences for AIFM delegation, see Practice Note: Impact of Brexit on asset managers and investment funds [...
At 11pm UK time on 31 January 2020 (exit day), the United Kingdom departed the European Union, doing so under a ratified Withdrawal Agreement concluded by the UK and the EU. This marked exit took place strictly in accordance with that ratified agreement between the two sides. The EU now treats the UK as a ‘third country’, i.e. a state that is neither an EU Member State nor part of the European Free Trade Association ( EFTA). Throughout the implementation period (running to 11pm UK time on 31 December 2020), the UK and EU aimed to negotiate and conclude an accord to oversee their future relationship, between the parties concerned together, with both sides participating. A political declaration outlined the framework for that future relationship, with its terms settled alongside the Withdrawal Agreement. The EU– UK Trade and Cooperation Agreement ( TCA)—the post‑ Brexit trade deal...
This Practice Note outlines retained EU law as it operated in 2021–23, setting out key definitions and concepts with pointers to the relevant provisions of the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018). It further considers the overhaul of retained EU law and its re-labelling as assimilated law from 2024. Wider aspects of the EU( W) A 2018, together with the distinct arrangements and divergences for the UK’s devolved administrations, fall outside the scope of this Practice Note. Evaluation of particular instruments, provisions or rights, and whether they are retained, is likewise excluded. what’s the difference? Both “retained EU law” and “assimilated law” describe the residual body of domestic law that originally stemmed from the UK’s membership of the EU. The labels mark two phases in the domestic legal system’s adjustment to...
Updated March 2025 Introduction The European Commission anticipates that Poland’s GDP growth in 2025 will continue to trail the EU average for a third year in a row. In a volatile setting, provisional data from the Central Statistical Office show GDP in 2024 rose by a modest 2.5% versus 2023, easing from 4.9% in 2022. This tempo points to a measured rebound from earlier strains, chiefly elevated inflation and higher interest rates. Although the final quarter of 2024 recorded some improvement, with year-on-year growth of 3%, it still fell short of expectations. Weaker consumer outlays, held back by flat real wages and pricier credit, have weighed on activity, while geopolitical developments are also exerting pressure. Nevertheless, infrastructure spending and a recovery in exports have offered partial support. Economists expect growth to settle in 2025, though ongoing geopolitical tensions and wider global...
The Private Intermittent Securities and Capital Exchange System ( PISCES) is a five-year sandbox for financial market infrastructure, created to support periodic secondary dealing in the shares of private companies. Put in place under the Financial Services and Markets Act 2023 through the Private Intermittent Securities and Capital Exchange System Sandbox Regulations 2025 SI 2025/583 (the PISCES Regulations 2025), the regime aims to bridge the ‘liquidity gap’ between fully private capital markets and the UK’s public markets, including AIM and the London Stock Exchange’s Main Market for listed securities. The Financial Conduct Authority ( FCA) oversees and administers PISCES and, in June 2025, published its final rules for the sandbox within the PISCES Sourcebook ( PS), alongside consequential amendments to the FCA Handbook, as detailed in FCA Policy Statement PS25/6: Private Intermittent Securities and Capital Exchange System: Sandbox...
An indemnity is a contractual duty resting on one contracting party (the indemnifier) and owed to another contracting party (the indemnified party), obliging the indemnifier to pay or otherwise make good the indemnified party’s specified liabilities, whether incurred or assumed by the indemnified party, such liabilities commonly arising only after the contract has been signed by the parties to it......
THIS PRACTICE NOTE APPLIES TO ALL PRIVATE SECTOR PENSION SCHEMES In a share sale, the acquirer buys the target’s issued share capital. As a result, the acquirer takes on all contracts and deeds the target has entered into, including pension scheme trust arrangements and related documentation. Furthermore, buying the target does not alter the employment contracts the target has agreed with its staff: the rights of both the target company and its employees continue, regardless of any change in ownership of the target. This Practice Note outlines the pensions aspects of the buyer’s due diligence in a share sale. For a detailed review of due diligence points that may arise where the target company: participates in a defined benefit ( DB) arrangement, see Practice Note: Pensions due diligence in share sales—issues specific to DB schemes participates or contributes to a defined...
This Practice Note outlines the disclosure obligations for transactions undertaken by a person discharging managerial responsibility ( PDMR) and persons closely associated with them ( PCAs) under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014), and also examines guidance from the Financial Conduct Authority ( FCA) in Chapter 3 of the Disclosure Guidance and Transparency Rules ( DTR) and from the London Stock Exchange in relation to AIM companies. Regulatory background The EU Market Abuse Regulation became applicable across the EU on 3 July 2016. Its stated aim was to put in place a common regulatory framework covering insider dealing, the unlawful communication of inside information and market manipulation (each a form of market abuse), together with measures designed to prevent market abuse so as to uphold the integrity of financial markets in the EU and to bolster investor...
Section 3 of the Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015) requires certain large companies and limited liability partnerships ( LLPs) to disclose information about their payment policies and outcomes. This was brought in to tackle the widely reported issue of smaller, economically fragile suppliers being kept waiting lengthy periods for payment for their goods and services. As such, the rules are closely linked to corporate social responsibility and corporate reputation. The Reporting on Payment Practices and Performance Regulations 2017, SI 2017/395, were issued on 20 March 2017 and took effect on 6 April 2017, alongside the equivalent LLP regulations. 2024 Amendment Regulations On 5 April 2024, the Reporting on Payment Practices and Performance ( Amendment) Regulations 2024 ( SI 2024/444) came into force, updating the 2017 Regulations and the LLP Regulations. Changes made by regulation 2(4) apply to each...
This Resource Note summarises the key provisions of Rule 36 of the City Code on Takeovers and Mergers (the Code), which addresses partial offers (ie bids that, even if taken up in full, would leave the offeror with under 100% of the target’s voting rights). It signposts relevant materials, commentary and guidance from the Panel, alongside Lexis+® UK analysis and resources, to offer practical direction on interpreting and applying Rule 36. Materials covered in this Resource Note include: Practice Statements from the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive), providing informal guidance on how the Executive typically interprets and applies the Code Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports from the...
For the purposes of this note, it is assumed that: This Practice Note outlines the actions overseas entities must follow when owning, buying or disposing of land to meet the requirements of the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022). It should be read alongside Practice Note: Overseas entities and land under the Economic Crime ( Transparency and Enforcement) Act 2022—property registration and restrictions. the relevant land amounts to a qualifying estate for the purposes of EC( TE) A 2022 where an overseas entity already owns the land, title was entered further to an application to HM Land Registry ( HMLR) on or after 1 January 1999 the body in question is an overseas entity for the purposes of EC( TE) A 2022 references to: the ROE mean the register kept under EC( TE) A 2022, s 3;...
This Practice Note provides an overview of how to make an open offer in CREST. It outlines the method for making an open offer through CREST. It does not introduce CREST or uncertificated securities, nor does it give hands‑on guidance on transferring shares within CREST. For those subjects, and a primer on the key terms, see Practice Note: CREST and uncertificated shares—an introduction. For a summary of how other shareholder and corporate actions are carried out in CREST, see Practice Note: CREST—shareholder and general corporate actions. For the steps involved in conducting a rights issue via CREST, see Practice Note: CREST—rights issues. For how to accept a takeover offer using CREST, see Practice Note: CREST—takeover offers. The wider mechanics for making an open offer generally fall outside the remit of this Practice Note. Here, we address only the aspects that differ, or merit...
STOP PRESS Major updates to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public offers of securities and for admissions to trading in the UK is primarily housed in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked in the UK. The package aims to streamline capital raising and to markedly cut the instances where an issuer must produce an FCA approved prospectus when making a further share issue. For comprehensive details of the reforms, see Practice Note: UK prospectus regime reform. Note that this Practice Note describes the prospectus regime that applied before 19 January 2026......
Formed under the Limited Liability Partnerships Act 2000 ( LLPA 2000), a limited liability partnership ( LLP) is a corporate body. For LLPs, most of the law derives from company law adapted for LLPs, rather than from partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). An LLP’s ongoing duties on filings and its trading disclosure obligations are prescribed in the LLPA 2000 and in the Companies Act 2006 ( CA 2006), as statutes modified and applied through statutory instruments......
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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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