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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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The Companies Act 2006 ( CA 2006) The Companies Act 2006 ( CA 2006) contains detailed provisions requiring that quasi‑loans made to directors, persons connected to directors, and related arrangements receive approval from the company’s members before they can proceed. Such consent is demanded because these dealings involve directors (or their connected persons) and, by their very nature, are regarded as particularly susceptible to abuse. The linkage between the statutory approval regime governing such transactions and the general duties of directors set out in statute is considered in Practice Note: Directors' duties—scope, nature, interpretation and application. One of those general duties is the obligation on a director to disclose to the other directors any interest they have, whether direct or indirect, in a proposed transaction or arrangement with the company of which they are a director, together with the nature and extent of that...
This how to guide This how to guide gives a concise overview, with links to further materials, of the steps to obtain members’ approval for specified dealings with directors or persons connected to directors, such as long-term service agreements, substantial property dealings, loans and other credit arrangements, and payments for loss of office. Part 10, Chapter 4 of the Companies Act 2006 ( CA 2006) prescribes when certain arrangements between a company and its directors or their connected persons must be approved by the company’s members. This guide does not detail each category of transaction that needs member consent; instead, it focuses on the common approval pathway to follow whenever such a transaction arises. For guidance on identifying or determining the substance of a relevant transaction, see the following Practice Notes and related links: Loans to directors, connected persons and related...
This note aims to: offer practical pointers to creditors owed funds by a distressed or insolvent company set out the standing of creditors across the main forms of corporate insolvency outline steps a creditor can take to strengthen their position if formal insolvency begins—both beforehand and once underway This guide does not cover: individual bankruptcies. See Practice Note: Creditors’ bankruptcy petitions—grounds and documents required for presentation partnerships. See General partnerships and insolvency—overview the finer detail of corporate insolvency procedures debt recovery routes against solvent, trading companies Where a company is insolvent and cannot meet debts as they fall due ( IA 1986, s 123), the estate available to satisfy claims is finite. As a result, unsecured creditors commonly recover little, if anything (see Practice Note: Where the value breaks and negotiating...
A growing focus on climate change and cutting carbon emissions, within a company’s environmental, social and governance ( ESG) strategy, is increasingly shaping corporate transactions......
THIS PRACTICE NOTE APPLIES IN RELATION TO OCCUPATIONAL PENSION SCHEMES This Practice Note covers business disposals that fall within the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE). For more detail on TUPE, refer to Practice Note: TUPE—an overview for pensions lawyers. Addressing Beckmann liabilities during a business sale is often intricate. Corporate lawyers considering these issues should engage a pensions specialist at the earliest opportunity. What are Beckmann liabilities? Before the Beckmann and Martin rulings, the commonly held view was that, on a business sale, none of the transferring employees’ contractual rights to pension benefits provided under an occupational pension scheme passed from the seller to the buyer......
This Practice Note outlines the principal points to weigh up when you are advising a client after an issue or the prospect of a dispute has emerged in the running of a joint venture. Here, the joint venture ( JV) has been set up through a private limited company, namely the joint venture company ( JVC). It should be considered alongside Practice Note: Corporate joint venture dispute—dealing with deadlock: initial considerations. For broader direction on handling a threatened dispute in the JV arena, also refer to Practice Note: Joint venture disputes—how to respond. Joint venture company disputes—initial considerations Whichever form is chosen to create the JV relationship, the joint venture agreement ( JVA) sits at the heart of that relationship, defining each party’s duties to the other and providing obligations they may enforce against one another. Plainly, the JVA is a contract between the parties and,...
Corporate joint venture and M& A transactions and the Bribery Act 2010 The Bribery Act 2010 ( BA 2010) took effect on 1 July 2011. It introduces a range of legal considerations for corporate transactions. While uncovering bribery or corruption should not, in itself, halt a deal, the breadth and consequences of the BA 2010 are far-reaching. Meticulous, comprehensive due diligence and analysis should permit robust evaluation and mitigation of any identified risks, yet the Act’s impact cannot be downplayed. Participants in corporate transactions must remain alert to bribery and corruption risks throughout the transaction lifecycle. Offences The BA 2010 created four new offences: offering, promising or providing a bribe to another person soliciting, agreeing to receive, or accepting a bribe bribing a foreign public official to obtain or retain business a commercial organisation’s failure to prevent bribery — a strict...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note is archived and no longer maintained. A major overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. This commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category. To deliver these reforms, the UK Listing Rules sourcebook commenced, and the former Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note captures the pre-29 July 2024 regime and is preserved for reference. It collates pertinent commentary, analysis and materials to support interpretation and offer practical guidance on applying Chapter 11 of the former Listing Rules as they...
ARCHIVED This Practice Note is archived and no longer updated. On 27 March 2013, the London Stock Exchange ( LSE) unveiled the High Growth Segment of its Main Market ( HGS). The LSE closed the HGS on 29 July 2024 after amendments to the listing rules, particularly changes to the shares in public hands requirement, rendered the HGS unnecessary. Background The HGS was conceived as a springboard for high-growth UK and European companies with bold expansion plans and a possible route to the Official List ( Official List) of the Financial Conduct Authority ( FCA). The HGS enabled a company to: secure funding on a public marketplace implement suitable standards of investor protection generally put their affairs in order before they qualify for a listing on the Official List The HGS sat alongside the LSE’s main market for listed securities ( Main Market) and AIM,...
AIM Designated Market Route ( ADMR ) A company ( quoted applicant ) whose securities are already traded on another specified venue ( AIM Designated Market ) can seek admission to AIM via the AIM Designated Market Route ( ADMR ). The ADMR offers an efficient and cost effective way for a quoted applicant to be admitted to trading on AIM. The existing AIM Designated Markets comprise the top tier markets of: Australian Securities Exchange Johannesburg Stock Exchange NASDAQ NYSE SIX Swiss Exchange TMX Group Official List of the Financial Conduct Authority any UK or EEA regulated market or SME Growth Market registered in accordance with the relevant laws......
Sources of limited partnership law The principal legislation governing a limited partnership established under English law (as distinct from a general partnership, a limited liability partnership, or a general partnership constituted under Scottish law) is the Limited Partnerships Act 1907 ( LPA 1907). Nevertheless, it does not amount to a comprehensive code for limited partnerships and preserves the Partnership Act 1890 ( PA 1890) and the equitable and common law rules relevant to partnerships, which continue to apply except to the extent that they conflict with the express terms of the LPA 1907. As with general partnerships, the partners will frequently enter into a written agreement defining their respective rights and obligations inter se, setting out in detail the rights and duties owed between them, though this is not mandatory unless the vehicle is designated a private fund limited partnership (see Practice Note: Limited...
The Government released the Economic Crime and Corporate Transparency Bill (the Bill) on 22 September 2022. It secured Royal Assent on 26 October 2023 and is now the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023). Alongside wide-ranging updates to companies’ filing duties at Companies House, ECCTA 2023 reforms several aspects of the regime for a limited partnership ( LP) established in England. For fuller background on these reforms, see Practice Note: Corporate transparency reform—changes to the limited partnerships regime. Among other measures, the Act creates a route to restore an LP that has previously been dissolved, without needing to apply to the court. To do so, section 141 of ECCTA 2023 will insert new sections 20–22 into the Limited Partnerships Act 1907 ( LPA 1907). This Practice Note outlines the procedure set out in those provisions. Although ECCTA 2023 is now on the...
This Practice Note This Practice Note examines the typical activities of limited partnerships ( LPs) in finance transactions and outlines how to verify an LP’s capacity and authority under English law. Where two or more individuals carry on a business with the intention of making a profit, a partnership may arise. Partnerships are frequently used for small enterprises or professional practices. English law recognises two forms—general partnerships and LPs—each governed by specific legislation: General partnerships are subject to the Partnership Act 1890 ( PA 1890) — see Practice Note: The nature of a general partnership and its legal framework Limited partnerships are subject to the Limited Partnerships Act 1907 ( LPA 1907) — see Practice Note: The nature of a limited partnership and its legal framework For an LP to exist, there must first be a partnership with at least one general partner and one...
This Practice Note discusses the formation of a limited partnership under the Limited Partnerships Act 1907 ( LPA 1907). It further addresses, among other matters, the rules on a limited partnership’s name, required trading disclosures and the treatment of accounts. From 6 April 2017, the LPA 1907 was updated by the Legislative Reform ( Private Fund Limited Partnerships) Order 2017, SI 2017/514 (the LRO). A draft of the LRO was issued in January 2017 by HM Treasury, accompanied by an explanatory document. The LRO followed a government consultation launched in July 2015 and completed in October 2015 on proposed reforms to UK limited partnership law aimed at enhancing their use as vehicles for private equity and venture capital investment. The changes introduced by the LRO apply solely to limited partnerships that are designated as private fund limited partnerships ( PFLPs)....
A limited liability partnership ( LLP) is not a traditional partnership but a corporate body created under the Limited Liability Partnerships Act 2000 ( LLPA 2000), which took effect on 6 April 2001. During the 1990s, many larger professional firms grew increasingly uneasy about the prospect of heavy personal exposure for partners and pressed the government to resolve the problem. Following consultation, the government introduced a new vehicle, the LLP, combining the internal flexibility associated with partnerships with limited liability for its partners. An LLP is therefore a body corporate rather than a conventional partnership, established by statute. The law applying to LLPs In practice, most rules governing LLPs are modified company law rather than partnership law. LLPA 2000 makes clear that, save as expressly provided in that Act or in regulations made under it, partnership law does not apply to an LLP. LLPA 2000...
To reach the Market Standards corporate deal analysis database, click here. You can also open Market Standards from the Tools menu on the right-hand side of the Lexis+® UK Corporate homepage. Lexis+® UK In- House Advisor subscribers can find the database via the Tools menu positioned on the right hand side of the In- House Advisor homepage. Market Standards key features Market Standards is a distinctive service for corporate lawyers available to Lexis+® UK Corporate and Lexis+® UK In- House Advisor subscribers. At its core is a deal analysis database that enables users to locate, analyse and compare data on key elements of public company corporate transactions. Market Standards spans ten transaction or ‘deal’ categories, including takeovers, initial public offerings ( IPOs) and secondary offers. The database also provides analysis of resolutions and voting at FTSE 350 and AIM 50 annual general meetings ( AGMs),...
In most leveraged buy-outs, funding combines equity and debt. Deployment of proceeds varies by deal, but finance is typically directed to: buying the target business—usually by making a direct payment to the seller meeting transaction costs and expenses, including advisers’ fees, and refinancing outstanding debt A transaction may instead aim to refinance existing liabilities or return capital to the sponsor without a full exit—known as a ‘leveraged recapitalisation’—rather than acquire a target (see Practice Note: What is acquisition finance?). This Practice Note considers: how investors inject equity into the group and the forms that equity may take the range of debt options, including senior facilities, mezzanine facilities, second lien facilities, PIK or payment in kind facilities, unitranche facilities, senior secured notes and subordinated notes, and the factors that influence the choice of funding...
This Practice Note forms part of the Share purchase transaction collection. The reporting process Every adviser appointed to carry out due diligence ought to promptly notify their principal conclusions as they first emerge—particularly notable risks and concerns—and subsequently compile a comprehensive due diligence report drawing focused attention to any material matters identified during their detailed review. The advisers’ engagement letters should specify the agreed timetable, format and substance of the due diligence report. Preliminary or interim papers can be produced and shared at intervals during the exercise, enabling significant points to be addressed when they surface. Frequently, by the stage the definitive report is delivered to......
ARCHIVED: This archived Practice Note outlined significant legal developments anticipated to affect corporate lawyers in 2018, and has not been updated since that year. To follow legal and regulatory changes on particular themes, refer to our Trackers: Markets in Financial Instruments Directive ( Mi FID II) and Markets in Financial Instruments Regulation ( Mi FIR)—timeline (2007–2023) [ Archived] EU Prospectus Regulation tracker (2001–2020) Transparency Directive tracker [ Archived] Listing Rules tracker Disclosure Guidance and Transparency Rules Sourcebook tracker Prospectus Rules tracker The Small Business, Enterprise and Employment Act—company law reforms [ Archived] Our Market Standards deal analysis tool, featuring over 3,000 public company deal summaries, is available here. We also provide in-depth coverage of current corporate practice trends through our principal trend reports, alongside mini-trend pieces and News Analysis. For recent...
Contract Where an agreement is entered into by two or more parties, it may include a promise or obligation undertaken by two or more of them. Any such promise may be: joint several joint and several Whether an undertaking in contract is joint, several, or joint and several is a matter of construction, depending on the parties’ intention as revealed by the terms of the contract. For example, in Rhinegold Publishing v Apex Business Development, statutory demands were issued against Rhinegold Ltd and a related company, Tannhauser Ltd, for approximately £22,000 and £31,000 respectively. A settlement agreement followed under which the parties agreed to pay the sums due, but Tannhauser did not fully comply. Although the agreement was silent on liability, the High Court decided that, on a proper reading, the parties were jointly and severally liable. As a result, Rhinegold had to meet the...
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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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