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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 expression ‘joint venture’ ( JV) is not a term with a precise legal definition under UK law. In essence, it denotes a commercial arrangement in which two or more participants agree to pool resources for the purpose of delivering an intended project, or another business activity. A JV vehicle might, for example, be established as a limited liability company, with each party acting as a shareholder. For more information on JVs, consult the Overview Document (available to those with a subscription in Lexis+® UK Corporate). Establishment of the JV vehicle—identify the pension issues When forming a JV between two or more sponsoring parties, the parties to the JV must identify the pensions issues that arise from setting up such a vehicle......
What are JSOP awards? Jointly owned shares are exactly what the term suggests: shares held together by an employee or director and another party — either a company investor or, more typically, the trustees of an employee benefit trust ( EBT). Joint share ownership arose as a substitute for other share incentive arrangements, for example share options, restricted shares or performance share plans (frequently delivered via nil cost options). Under a joint share ownership plan ( JSOP), the value received equals the uplift in the share price after grant (usually plus a ‘carrying cost’). Consequently, a JSOP operates like a market value share option, albeit with a distinct tax outcome. In essence, the plan focuses value on growth arising after grant, rather than existing value at the time of award for participants today. Commercial rationale The JSOP model offers a number of commercial strengths when set...
Updated in June 2025 Introduction With the world’s third-largest nominal GDP, Japan is a preferred springboard for international firms establishing a first foothold in Asia and for locating research and development centres, given the region’s rising significance and the advanced technologies of Japanese companies. It serves as a key regional hub, a gateway to neighbouring Asian markets, and a setter of trends. International companies, especially manufacturers, gain from Japan’s suppliers, from large corporates to small and medium-sized companies, renowned for high-quality products and components. The country offers a mature legal framework with reliable, impartial courts, alongside a stable democratic environment. It is widely recognised as among the safest nations, and boasts sophisticated infrastructure and high-quality medical services. Businesses can adopt multiple structures when setting up in Japan. This guide outlines key considerations for newcomers before commencing operations in Japan. This guide should not be treated as an......
Updated in April 2026 Introduction Italy is a parliamentary republic with a two‑chamber system. The Prime Minister serves as Head of Government. Parliament comprises the Chamber of Deputies and the Senate. The President of the Republic designates the Prime Minister, who must obtain Parliament’s confidence. The President’s term spans seven years. Parliamentary general elections are held every five years. Italy follows a civil law tradition. Its legal sources comprise the Constitution, statutes, secondary legislation, EU regulations (directly applicable and not requiring implementation) and EU directives (which must be enacted through national legislation). The nation is organised into 20 regions. The Constitution grants regions legislative powers in specific fields, including public health, education, agriculture and tourism. Italy is a founding member of the EU. Business environment Italy ranks among the world’s largest economies, typically within the top ten by GDP, and is Europe’s...
Irrevocable commitments— Setting the scene This Resource Note explores the treatment of irrevocable commitments under the City Code on Takeovers and Mergers (the Code). It flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to provide practical assistance on interpreting the expression. Code and Lexis+® UK resources Content included in this Resource Note comprises: Notes to the Code, which elaborate on the intended approach to implementing the Rules, plus Appendices addressing specific matters Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) offering informal guidance on how the Executive typically reads and applies the Code Panel Statements ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Code Committee Annual Reports released by the Panel discussing general themes ( Annual...
Updated in October 2024 Introduction Ireland is regularly placed among the world’s leading destinations for setting up international operations. The country has drawn many of the globe’s largest enterprises to base activities here, spanning global technology, pharmaceuticals, biosciences, manufacturing and financial industries. Ireland’s pull as a business hub stems from the pro-investment stance of successive Irish governments, EU membership, a highly favourable rate of corporation tax, and a talented, adaptable labour force. Together, these and other elements make Ireland a compelling choice for foreign direct investment. Following the UK’s departure from the EU on 1 January 2020, and the end of the transition phase on 31 December 2020 that had kept the UK within the customs union and single market, Ireland’s role as an English-speaking gateway to one of the planet’s largest markets has grown in importance. Several organisations have already...
Background to the Corporate Insolvency and Governance Act 2020 ( CIGA 2020) Driven by the coronavirus ( COVID-19) crisis and the need to cushion businesses from the impact of lockdown measures, the Corporate Insolvency and Governance Bill gained Royal Assent on 25 June 2020, becoming CIGA 2020. It built on the government’s 2016 consultation on reforming the UK’s insolvency framework, with the official response issued on 26 August 2018 (see News Analysis: Exploring the government’s response to the insolvency and corporate governance consultation). Among its changes, CIGA 2020 inserted fresh provisions into the Insolvency Act 1986 ( IA 1986) to protect continuity of essential supplies and to curb insolvency‑triggered termination rights in contracts (the so-called ‘ipso facto’ clauses). For a summary of CIGA 2020, see News Analysis: Corporate Insolvency and Governance Act 2020. What are ipso facto clauses? Where a company enters an...
Introduction This Practice Note outlines several key IP matters to think about when establishing a joint venture ( JV) by parties planning such an arrangement. It addresses the situation where two organisations (parent companies) create a JV as a separate legal body (eg a company or limited liability partnership) that they co-own that vehicle together. It does not cover the IP questions arising in contractual collaborations (where there is no separate entity) in any detail. IP considerations vary markedly for contractual collaborations by comparison. Life cycle of a joint venture It is especially crucial to assess IP concerns throughout all three stages of a JV’s existence from start to finish: at its formation during its lifetime, and when it comes to an end Parent companies should settle how to manage these points before starting the JV, to minimise the chance of disputes later on...
This Practice Note concentrates on the IP rights aspects of share purchase deals, together with wider matters that frequently arise in the course of a share acquisition. It is written chiefly from the buyer’s viewpoint, while flagging considerations for the seller where appropriate. For a fuller checklist of points to review, see: Share purchase transactions— IP issues—checklist. The Note addresses situations involving the purchase of shares in a company with valuable IP assets, rather than the acquisition of shares in a technology, software or web-based business (where IP underpins the business and would call for a more extensive suite of IP-specific enquiries and protections) Share purchase or asset purchase? In many respects, the process and the issues to weigh up are similar whether acquiring shares or assets. Important distinctions are highlighted, where relevant, below. In simple terms, a share purchase entails acquiring a...
ARCHIVED : This Practice Note has been archived and is not maintained. During the Brexit implementation phase, which continued until 11pm UK time on 31 December 2020 ( IP completion day), the principal EU regulations effectively still applied to corporate lawyers (see Practice Note: The effect of Brexit on UK company law [ Archived]); however, from IP completion day, aspects of this position were adjusted. Several prospective alterations to UK corporate law identified before IP completion day were expected to occur if the UK and the EU had not, by then, secured a ratified agreement governing their future relationship. The EU– UK Trade and Cooperation Agreement ( TCA)—the post‑ Brexit trade accord between the UK and the EU—was concluded only a few days ahead of IP completion day. Following the TCA’s agreement, the European Union ( Future Relationship) Bill was brought before...
The pension consequences of an internal group restructuring largely hinge on the make-up of the group’s pension provision. Material pensions questions commonly surface where the group underwrites one or more occupational defined benefit schemes. This Practice Note, using two case studies, highlights the principal matters that employers and trustees ought to consider when carrying out an intra-group reorganisation. Key pensions considerations If the group backs a defined benefit ( DB) scheme, prompt thought should be given to whether the restructuring would: trigger the liabilities for employer debt of a sponsoring employer under section 75 of the Pensions Act 1995 (the s 75 debt) and, if so, how that liability could be managed negatively affect the sponsor support available to the scheme, which could in turn: influence the trustees’ approach to the scheme’s...
Interests in securities— Setting the scene This Resource Note addresses how the City Code on Takeovers and Mergers (the Code) defines “interests in securities”. It signposts core materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to give practical assistance on interpreting and applying the expression. Code and Lexis+® UK resources Practice Statements from the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) offering informal guidance on how the Executive generally reads and applies the Code Panel Statements ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports from the Panel discussing overarching matters Relevant Lexis+® UK resources What it covers The Code definition and Notes apply in the same way to...
This Practice Note outlines the duty on an issuer with financial instruments admitted to trading on certain UK trading venues (or seeking such admission) to maintain an insider list under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) No 596/2014), to safeguard and control the circulation of inside information. This duty equally applies to any person acting for the issuer or on their account. Companies with securities admitted to trading on the Main Market of the London Stock Exchange, as well as those on AIM, fall within the scope of the insider list regime, although the rules for AIM issuers are marginally more flexible... Background The EU Market Abuse Regulation applied across the EU from 3 July 2016. Its objective was to create a common framework for insider dealing, the unlawful disclosure of inside information and market manipulation...
This brief guide sets out practical information on compiling and maintaining an insider list as required by Assimilated Regulation ( EU) No 596/2014 on market abuse (the UK Market Abuse Regulation). For fuller detail on duties relating to insider lists, see Practice Note: Insider lists. An insider list is a core tool for the FCA to examine potential market abuse, evidencing when information became inside information, who had access to it, and at what time. It also helps companies monitor and manage the confidentiality of inside information. The legal requirement to keep an insider list Under the UK Market Abuse Regulation, the following companies must keep and update an insider list: a company with securities admitted to trading on a UK regulated market, including the London Stock Exchange’s Main Market and the AQSE Main Market a company with securities admitted to trading on a UK...
How deeply in-house counsel engage with a lending deal depends on the scope of their remit and, to a significant degree, on how complex the deal is. In certain organisations, counsel act in a strictly 'advisory' capacity, setting relevant policies for business teams to implement; as a result, they are not embedded in the day-to-day running of a lending transaction, but will step in to handle ad hoc business queries and to address any deviation from policy as and when it arises. By contrast, in other organisations the in-house lawyer takes on a 'transactional support' role, under which they work alongside the business or commercial team and are actively involved in the daily conduct of the lending transaction; this involvement may range from providing purely legal support through to managing and executing the transaction itself. For more on the role of in-house...
Entry conditions For informal restructuring to be an option (rather than using a formal tool such as a Part 26A restructuring plan), you need: a viable core business, even if it is currently burdened with too much debt early recognition of distress, for example a financial forecast indicating a likely covenant breach liquidity whilst restructuring is assessed—companies will usually fully draw any existing facilities as soon as they can support from key stakeholders—typically the secured lenders together with existing shareholders The cause of the present difficulties is relevant too. Informal restructuring may work where, for example: an asset or part of the business (eg a legacy factory unit) is loss-making and consuming resources rapid, acquisition-led growth means newly acquired businesses have not been properly integrated there is the loss of a major customer there is the loss of a major supplier pensions liabilities are high base costs have risen (eg many airlines were hit by...
Updated in March 2025 Introduction The Republic of Indonesia, home to an estimated 285.7 million people in 2025, continues to be Southeast Asia’s biggest economy and a major presence in the global economic arena. As worldwide focus shifts further towards Asia, Indonesia’s position as a prominent destination for trade and investment is unmistakable. As an ASEAN member, it benefits from the bloc’s resolve to widen and deepen collaboration among member states to establish a free trade zone, evidenced by the rapid enactment and development of the ASEAN Economic Community. Indonesia is the only Southeast Asian nation within the G20, the forum of the world’s wealthiest nations. The country’s abundant natural resources underpin its prosperity, with significant revenues derived from petroleum, natural gas, and other mining activities. Agriculture also remains a vital component of the economy. By 2030, Indonesia is forecast to be among the world’s top ten...
This Practice Note forms part of a cross‑border guide that outlines the essentials of creating particular business entities across global jurisdictions. Leading firms within the Multilaw global law firm network respond to key questions on this area. This edition highlights core considerations when establishing a limited liability company ( LLC) in Indonesia. Current as at 21 September 2025. Authors: Arie Armand and Benny Handoko, Armand Yapsunto Muharamsyah & Partners, a Multilaw member firm. Common entities What form of entity is addressed in this questionnaire? Which other commonly used entities in this jurisdiction are covered in separate questionnaires? The focus here is the limited liability company – Perseroan Terbatas ( PT). Identify additional entity types in this jurisdiction that exist but are not covered by a questionnaire at this time: Foundation – Yayasan ...
Updated in December 2025 Introduction India remains one of the fastest growing economies globally. Foreign Direct Investment ( FDI) in FY 2024–25 reached US$80.62bn, the highest level in the past three financial years. In the first half of FY 2025–26, total FDI inflow was provisionally US$50.36bn, marking a 16% rise on the first half of FY 2024–25, which recorded US$43.37bn. As the world’s third-largest startup hub, India’s startup ecosystem is alive with innovation, ambition and a vibrant entrepreneurial mindset. Around 201,335 recognised startups have generated over 21 lakh jobs nationwide, with at least one recognised startup present in every state. This Practice Note offers a broad legal overview for doing business in India. It is drafted in general terms, and how it applies to any particular matter will depend on the specific circumstances. Readers should seek their own professional advice, and this Practice Note should not be...
What is a company? A company is a distinct legal person, separate from its owners. Members own it, while directors run it day to day. Its framework is set by the Companies Act 2006 ( CA 2006). As a business structure, it is widely adopted; more than 5 million companies are registered across the UK. The CA 2006 recognises several forms, including: Public or private companies limited by shares Private companies limited by guarantee (used chiefly by charities and other not-for-profit organisations—see Practice Note: Companies limited by guarantee) Unlimited companies (uncommon—see Practice Note: Unlimited companies) This Practice Note focuses on forming public or private companies limited by shares, as these are the predominant models. Why set up a company? A principal attraction of incorporation, compared with trading as a sole trader, a partnership or another vehicle, is the separate legal...
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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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