Featured documents
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
Most recent Practice notes
A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 ( CA 2006) are met. Often termed a share buyback or a purchase of its own shares, this is permitted where the CA 2006 requirements are satisfied. Alongside CA 2006, additional rules and guidance can be relevant to a buyback, although certain provisions only affect a listed company or an AIM company. For an overview of share buybacks, see Practice Note: How to carry out a share buyback. For the applicable law and the reasons a company might undertake one, see Practice Note: Share buybacks—the legal framework. This Practice Note explains the rules that may apply to a private limited company proposing to repurchase its shares by way of a tender offer. It should be read together with the following Practice...
This Practice Note outlines the regulatory requirements that relate to fire safety within the workplace environment. It focuses specifically on an office-based, non-residential workplace context. Other sector- or premises-specific rules may apply in different contexts and environments, particularly for residential and domestic buildings, such as flats and multi-storey residential properties. Requirements for fire safety in residential and domestic premises, and building regulations relating to fire safety, are expressly outside the scope of this Practice Note. For practical information about managing fire safety in an office-based workplace, see Practice Note: How to manage fire safety in the workplace. Legislative requirements There are several statutory obligations concerning workplace fire safety, including the following areas: what constitutes a workplace who is a ‘responsible person’ general fire precautions, for example: recognition and control of fire risks ...
The Companies Act 2006 ( CA 2006) requires companies to keep the following statutory registers: the register of members the register of directors the register of people with significant control (the PSC register) the register of directors’ residential addresses the register of secretaries For further detail on these statutory records, see Practice Note: Company records—a company’s statutory registers. The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023), which secured Royal Assent on 26 October 2023, will significantly alter the record-keeping framework set by CA 2006. When fully commenced, ECCTA 2023 updates existing legislation so that a company will no longer be required to maintain its own (local) register of directors, register of directors’ residential addresses, register of secretaries, or PSC register. The register of members, however, falls outside this reform and will instead continue to be held locally by the...
This guidance, issued in February 2019, was created by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) ( CGI) as an illustrative example letter to appoint a non-executive director. The document is reproduced with kind permission of the CGI, at Saffron House, 6–10 Kirby Street, London EC1N 8TS, www.cgi.org.uk. View the CGI guidance: ......
A nominated adviser (nomad) is a business or corporate entity that: has been authorised by the London Stock Exchange ( LSE) to act as a nomad; and is included on the LSE’s current register of nomads maintained by the exchange. The LSE holds the definitive register of nomads, and a copy of that list is available for public inspection on the LSE’s website. The LSE does not itself judge whether a company applying for admission to AIM is suitable; instead it relies on the company’s appointed nomad to determine whether such company is appropriate for admission to AIM. That assessment is carried out by the company’s retained nomad in practice. Requirement for a nomad The nomad’s role is pivotal; a company intending to seek admission to trading on AIM, or already admitted to trading on AIM, must have a nomad at all times. Without a nomad a...
ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note is archived and no longer maintained. It addresses the scenario in which the UK and the EU do not conclude an agreement on jurisdiction following the UK’s exit from the EU. Across the implementation period starting on exit day (ie the date the UK leaves the EU), the provisions of the withdrawal agreement will apply. For guidance on the implementation period and the effect of the withdrawal agreement on jurisdiction, see Practice Note: Brexit implementation period—jurisdiction [ Archived]. The Note assesses the impact of the UK departing the EU on exit day without a deal on jurisdictional issues in UK court proceedings that involve EU Member States. Exit day has the meaning assigned by section 20 of the European Union ( Withdrawal) Act 2018, as amended......
ARCHIVED : This Practice Note addresses the scenario where the UK and the EU fail to reach any accord on settlement procedures after the UK’s departure from the EU. Throughout the implementation period commencing on exit day—the date the UK leaves the EU—the provisions of the withdrawal agreement will apply. For guidance on the implementation period and the effect of the withdrawal agreement on taking of evidence, see Practice Note: Brexit implementation period—settlement [ Archived]. This Practice Note examines the implications of the UK leaving the EU without a deal for the mediation of disputes in civil and commercial matters. There are two principal UK instruments relating to a no deal Brexit and mediation. The first is The Cross– Border Mediation ( EU Directive) ( EU Exit) Regulations 2019, SI 2019/469, which sets out the revocation and saving of the Cross Border Mediation ( EU...
ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note, prepared in collaboration with Guy Pendell, Liz Williams and Kushal Gandhi of CMS, addresses the scenario in which the UK and the EU do not secure an agreement on jurisdiction after the UK’s departure from the EU. Throughout the implementation period beginning on exit day—the day the UK leaves the EU—the provisions of the withdrawal agreement will apply. For guidance on that period and the withdrawal agreement’s effect on jurisdiction, see Practice Note: Brexit implementation period—jurisdiction [ Archived]. This Note considers the implications of the UK leaving the EU on exit day without a deal for jurisdictional issues in UK court proceedings that involve the European Free Trade Association ( EFTA) States that are parties to the Lugano Convention 2007, namely Iceland, Norway and...
ARCHIVED : This Practice Note addresses the position that arises where the UK and the EU fail to reach arrangements for the cross-border enforcement of judgments after the UK’s departure from the EU. During the implementation period that commences on exit day—that is, the day the UK leaves the EU—the provisions of the withdrawal agreement will apply throughout that period for enforcement. For guidance on the implementation period and the effect of the withdrawal agreement on enforcement, see Practice Note: Brexit implementation period—enforcement [ Archived]. This archived note examines, in particular, the implications of a no-deal exit for the enforcement of judgments arising from civil and commercial claims under the following instruments, namely: Brussels Convention, Regulation ( EC) 44/2001 ( Brussels I), Regulation ( EU) 1215/2012 ( Brussels I (recast)), Lugano Convention 2007 and EC- Denmark...
ARCHIVED: This Practice Note addresses the scenario in which the UK and the EU fail to secure arrangements for the service of documents after the UK’s departure from the EU. Throughout the implementation period commencing on exit day, ie the date the UK leaves the EU, the terms of the withdrawal agreement apply. For direction on that period and how the withdrawal agreement affects service, see Practice Note: Brexit implementation period—service of documents [ Archived]. The Note also examines the position if the UK exits the EU without a deal in relation to serving court documents. The following UK instruments made for a no deal Brexit affect service: The Service of Documents and Taking of Evidence in Civil and Commercial Matters ( Revocation and Saving Provisions) ( EU Exit) Regulations 2018, SI 2018/1257, which repeals the principal EU measure in this field, ie...
ARCHIVED: This Practice Note is archived and not maintained. It addresses the position at the close of the implementation period after the UK’s departure from the EU. Throughout the implementation period, which begins on exit day (ie the day the UK leaves the EU), the provisions of the withdrawal agreement apply. For guidance on the implementation period and the effect of the withdrawal agreement on service, see Practice Note: Brexit implementation period—applicable law [ Archived]. This note considers the consequences of the UK leaving the EU without a deal for deciding which law governs a dispute, ie the applicable law (also referred to as governing law). The principal UK measure addressing a no deal Brexit and applicable law is The Law Applicable to Contractual Obligations and Non- Contractual Obligations ( Amendment etc) ( EU Exit) Regulations 2019, SI 2019/834, which modifies two EU...
Deadlock or 50:50 corporate joint venture agreement A ‘deadlock’ or ‘50:50’ corporate joint venture agreement ( JVA), often called a shareholders’ agreement, is a contract between two shareholders who each own the same number of shares in a joint venture company ( JVC). The JVC itself, and any shareholder guarantors, can also be named as parties. The JVA records the JV parties’ expectations for the JVC and anticipates potential issues. It regulates how the shareholders deal with one another, the JVC, and, where relevant, its subsidiaries and associated companies. It also sets out the purpose and objectives of the JVC’s business and how it will be governed; the rights, duties and obligations of each shareholder, including limits on their other business activities; any actions the shareholders and the JVC are prohibited from taking without the approval of both...
ARCHIVED: This Practice Note has been archived and is no longer updated. It can still assist practitioners seeking to align the provisions of MLD4 with the MLRs. For comprehensive practical guidance on the UK AML/ CTF framework relevant to financial services, see the Anti-money laundering and counter-terrorist financing ( AML/ CTF)—overview; for the EU framework, see the Financial crime and sanctions ( EU Law)—overview. Adoption of MLD5 and implementation in the UK The Fifth Money Laundering Directive ( EU) 2018/843 ( MLD5) was published in the Official Journal of the EU on 19 June 2018 and came into force on 9 July 2018. Member States were required to transpose it into national law by 10 January 2020. MLD5 updates the Fourth Money Laundering Directive ( EU) 2015/849 ( MLD4). In the UK, MLD4 was implemented by the Money Laundering, Terrorist Financing and Transfer of Funds (...
Note: as of 19 January 2026, the Public Offers and Admissions to Trading Regulations 2024 ( POATRs), SI 2024/105, came into force. They govern the public offers of securities and the admission of securities to trading in the UK from 19 January 2026, and are therefore applicable where the prospectus or listing particulars were issued on or after that date. A key element of the updated regime is the repeal of section 90 of the Financial Services and Markets Act 2000 ( FSMA 2000) and its substitution by regulation 30 and Schedule 2 of the POATRs, together with specific provisions concerning the inclusion and use of ‘protected forward-looking statements’ ( PFLS) in such prospectuses/listing particulars. See New Analysis: the UK listing and prospectus regime reform—potential impact on securities litigation. This Practice Note addresses claims for compensation under the statutory FSMA 2000...
These training materials These resources comprise model Power Point slides with accompanying speaker notes, setting out the principal steps to take and the considerations to bear in mind for minority shareholders looking to safeguard their rights. They are designed to support legal advisers, directors and company secretaries in creating one or more training sessions on these matters. In particular, the materials concentrate on: unfair prejudice claims derivative claims just and equitable winding......
Mining Mining is the process of extracting valuable minerals and other geological resources from the earth. These resources include: metals and ores—such as copper, uranium and gold; and non-metals—such as coal, salt and gravel Several mining techniques are utilised, including: strip mining or open cast mining—which removes soil and rock by scraping, or with more forceful methods like blasting, to reach shallow deposits. This accounts for roughly 40% of the world’s coal mines underground mining—where deeper deposits are extracted using various approaches, including: room and pillar mines longwall mines in situ leach mining—where the targeted ore body is dissolved using chemical solutions and then pumped out, causing minimal disturbance at the surface heap...
The statutory framework for the annual accounts and reports of micro-entities (a sub-group of small companies) is set out in: Part 15 of the Companies Act 2006 ( CA 2006) the Small Companies and Groups ( Accounts and Directors’ Report) Regulations 2008, SI 2008/409 ( Small Companies Regulations) the Companies, Partnerships and Groups ( Accounts and Reports) Regulations 2015, SI 2015/980 (2015 Regulations) the Companies ( Accounts and Reports) ( Amendment and Transitional Provision) Regulations 2024 (2024 Regulations) This Practice Note concentrates on the accounting regime for micro-entities under the 2015 Regulations, incorporating amendments made by the 2024 Regulations. For an overview of the CA 2006 rules on company annual accounts and reports, see Practice Note: Accounts and reports—an outline of the statutory framework. Why a separate regime for...
Updated in October 2025 Introduction Mexico’s business, cultural and social landscape is continually advancing, as are the legal framework and the avenues for consolidation and ongoing expansion. Elements including consistent economic growth, a favourable demographic balance, structural reforms in pivotal industries, and Mexico’s enduring legal tradition position the country as a preferred jurisdiction for doing business. Mexico provides a range of grants and incentives to stimulate enterprise. Foreign-owned companies qualify for the same support as Mexican-owned entities. These incentives concentrate on employment generation, technological research and development, construction, and the expansion of small and medium-sized enterprises ( SMEs). The business environment Mexico has an extensive network of free trade agreements spanning North America, Europe, Japan, the Transpacific Partnership and much of Latin America, creating a compelling platform for international trade with significantly reduced tariff and non-tariff barriers. Strong government measures have targeted inflation, seeking to position Mexico on a...
The Companies Act 2006 ( CA 2006) Under the Companies Act 2006 ( CA 2006), credit dealings made for the benefit of directors, individuals connected to them, and any related arrangements must be sanctioned by a company’s members. As such dealings involve directors (or their connected persons), they are viewed as particularly prone to abuse, which is why approval is mandated. How these statutory approval requirements align with the codified general duties of directors is addressed in Practice Note: Directors’ duties—scope, nature, interpretation and application. Among those general duties is a requirement for a director to declare to the other directors any interest, whether direct or indirect, in a proposed transaction or arrangement with the company of which they are a director, and to specify the nature and extent of that interest......
Voting by a member To approve a shareholder resolution, members must be asked to vote at a general meeting or, for a private company, by written resolution (see Practice Note: Member resolutions). The process for private companies to pass written resolutions is not dealt with in this note; see Practice Note: Written resolutions. This note concerns voting by a member, rather than voting by proxies or corporate representatives. For further guidance, see Practice Notes: Appointing a proxy, Voting by proxy and Corporate representatives. Resolutions are usually determined on a show of hands or by a poll. A company may choose to put all resolutions at a meeting to a poll as a matter of course, or decide that only particular resolutions will be polled. In specified circumstances, members may require that the poll procedure is used. See also — Voting on a poll and —...
Popular documents
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 ]...
Discover more from LexisNexis
