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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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There are two principal routes to acquire a business: buying its assets or buying its shares. These approaches are intrinsically distinct and call for markedly different procedures and paperwork. Nature of the transaction Why an asset purchase? Through an asset deal, the buyer selects only the assets and specific liabilities it wants and explicitly agrees to take on. On completion, title to those assets and responsibility for those assumed liabilities pass to the buyer, while any unwanted assets and, crucially, liabilities remain with the seller. This gives the purchaser significant flexibility to cherry-pick and largely sidestep the danger of inheriting liabilities it does not want. By contrast, a share deal transfers ownership of the company that operates the target business. Except where the company’s contracts contain ‘change of control’ clauses, its entire undertaking - assets, agreements, rights and obligations - stays with the company, allowing it to trade on with...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The latest framework governing public offers of securities and admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), alongside the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). Both the UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These changes aim to streamline capital raising and materially cut the instances when a company must publish an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the changes see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in force prior to 19 January 2026......
This Practice Note presents an overview of the offence of insider dealing as defined by Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation). The insider dealing offence in Article 14 of the UK Market Abuse Regulation sits alongside the criminal insider dealing offence in section 52 of the Criminal Justice Act 1993, as well as the criminal offences of making misleading statements and misleading impressions under sections 89 to 91 of the Financial Services Act 2012. Background and purpose The EU Market Abuse Regulation 596/2014 took effect throughout the EU on 3 July 2016. Its stated aim was to create a common regulatory framework addressing insider dealing, the unlawful disclosure of inside information and market manipulation (all forms of market abuse), together with measures to prevent market abuse so as to uphold the integrity of financial markets in the EU and to bolster...
Practice Note: part of the Lexis+® UK Corporate Private equity buyout transaction collection Due diligence typically requires examining materials the seller provides in a data room, or circulates to the private equity investor for assessment. This commonly covers a range of contracts (some specialist), together with records, ledgers and schedules. A corporate lawyer is invariably engaged to scrutinise corporate documentation on a private equity buyout ( MBO), including the target’s articles of association and statutory books and records. Searches of public registers—such as Companies House and HM Land Registry—should also form part of the exercise. A disclosure letter will usually contain general disclosures of matters revealed by those searches; the investor should require that the searches are carried out, rather than accept information that would have been identified had a search been undertaken. The investor’s legal due diligence typically concentrates on: title (the seller’s title to the sale...
Process and effect Liquidation, or winding up, is the method by which a company’s affairs are concluded and the company’s existence is brought to a close. When a company enters liquidation: its trade stops, although it may need to be continued for a short period during the winding up (for example, to enforce any valuable agreements) its assets are realised, meaning converted into a liquid form the resulting proceeds are paid out to those entitled A liquidator must perform this role in accordance with the duties imposed and powers given to them under the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016, SI 2016/1024. For more details, see Practice Note: Role, powers, functions and duties of a liquidator......
This Resource Note summarises the principal provisions of Rule 10 of the City Code on Takeovers and Mergers (the Code) and signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to deliver practical guidance on how Rule 10 should be interpreted and applied. Materials featured in this Resource Note include: the Code’s detailed Notes, which explain how the Rules are intended to be implemented, together with relevant Appendices addressing specific issues Practice Statements issued by the Panel Executive (the body that undertakes day‑to‑day takeover supervision and regulation) ( Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Panel ...
In most cases, the buyer’s solicitors will produce the initial draft of the share purchase agreement ( SPA). That said, alongside precedents that assume the drafter represents the buyer, we also offer precedents for those acting for the seller—useful whether the seller is preparing the opening draft or annotating the buyer’s version. Which precedent agreement to use When choosing a suitable base precedent, consider: whether to select a pro-buyer version (terms broadly favourable to the buyer, appropriate for a buyer’s first draft) or a pro-seller version (terms generally favourable to the seller, suitable where the seller drafts first or is marking up the buyer’s paper) whether completion is conditional: if conditions apply, there must be a time gap between signing of the SPA—when beneficial title in the sale shares passes to the buyer (exchange)—and completion, when legal title to the sale shares...
ARCHIVED This Practice Note has been archived and is no longer maintained. It concerns guidance issued in July 2013 by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) ( CGI), setting out an industry perspective on the matters to be reserved to the board of directors......
This Practice Note forms part of a multi-jurisdictional guide covering the key elements of establishing specific business vehicles around the world. Prominent law firms within the Multilaw global network respond to core queries on this subject. This note highlights the principal considerations for setting up a limited company in Laos. Current as at 16 February 2023. Author: Dino Santaniello, Tilleke & Gibbins Lao, Co. Ltd., a Multilaw member firm... Common entities Which form of entity is addressed in this questionnaire? What other commonly used structures in this jurisdiction are covered in a separate response? This response focuses on the limited company ( Bolisat chamkat) – namely the Private Limited Company, Co., Ltd, and the Sole Limited Company ( Bolisat chamkat phoudiaw). Identify other entity types in this jurisdiction that exist but are not covered by a...
This Practice Note examines the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022) as it applies to property transactions. For a broader summary of EC( TE) A 2022, see Practice Note: Register of overseas entities that hold UK property-fundamentals. The provisions establishing a register of overseas entities and requiring their registration at Companies House commenced on 1 August 2022, while the land ownership and registration measures took effect on 5 September 2022. Additional regulations under EC( TE) A 2022-such as those defining an ‘exempt’ overseas entity-are still awaited. Overseas entities and qualifying estates Overseas entities that own a qualifying estate in land in England and Wales must observe EC( TE) A 2022. An overseas entity, for these purposes, is any non- UK body corporate, partnership or other entity that is a legal person under the law that governs it. This may...
This Practice Note forms part of a cross-border guide covering the fundamental issues in setting up particular business entities across global jurisdictions. Member firms within the Multilaw international law firm network respond to key questions on this subject. The guide highlights principal considerations when creating a corporation in the Philippines. As at 13 January 2023. Author: Carina C. Laforteza, Sy Cip Salazar Hernandez & Gatmaitan, a Multilaw member firm Prepared with input from Multilaw contributors, who provide answers to key questions on this topic across global jurisdictions globally. Common entities What entity type is the focus of this questionnaire? Which other commonly used entities in this jurisdiction are dealt with in another questionnaire response? Corporation-a juridical person constituted under the Revised Corporation Code of the Philippines and filed with the Philippine Securities and Exchange Commission: stock...
Deadlock (50:50) joint venture shareholders’ agreement This Practice Note provides guidance to drafters on preparing and/or reviewing a ‘deadlock’ or ‘50:50’ corporate joint venture agreement ( JVA), also called a shareholders’ agreement. It addresses arrangements where two joint venture parties set up a separate limited company incorporated in England and Wales (the joint venture company, JVC), each becoming a shareholder with an equal shareholding, and where the JVA contemplates split exchange and completion, with conditions to completion. Outlined below are matters to weigh when drafting or assessing the key provisions of such a deadlock JVA. For more on establishing a corporate joint venture, see Practice Notes: Setting up a corporate joint venture-initial considerations and Setting up a joint venture-choice of structure. For guidance on documenting a corporate joint venture, consult Practice Notes: Documenting the corporate joint venture and The joint venture agreement, and...
ARCHIVED: This Practice Note has been archived and is not maintained. This tracker sets out the present position and latest developments in significant cases of interest to corporate practitioners where judgment was given, or anticipated, in 2022. It includes leading matters before the High Court, the Court of Appeal and the Supreme Court. It is not a complete catalogue of cases heard in 2022. The tracker is organised into two sections: Ongoing cases, that is, matters subject to appeal Recent cases, arranged with the newest first For these purposes, CA 2006 denotes the Companies Act 2006. Ongoing cases Vald. Nielsen Holding A/ S v Baldorino [2019] EWHC 1926 ( Comm) Next court: Court of Appeal Subject: Share...
This Practice Note outlines the fundamentals of artificial intelligence ( AI) and machine learning ( ML) technology. It includes: A brief history of AI and ML Why data matters How ML models are trained Categories of ML Factors when choosing or evaluating an ML algorithm Neural networks What deep learning means Typical neural network architectures Examples of other widely used ML algorithms Core challenges for AI and ML-transparency, explainability and bias Privacy and data protection Safeguarding AI technology This Practice Note does not address legal or regulatory matters arising from the use or development of AI or ML technologies. For more on these topics, see Practice Notes: Artificial intelligence-data protection Artificial intelligence- UK regulation and the National AI Strategy Artificial...
This Practice Note sits within a multi‑jurisdictional guide that explores core issues in establishing specific business entities across global jurisdictions. Member firms of the Multilaw global law firm network address key questions on this subject. This section highlights principal considerations when forming a private company limited by shares in Malaysia. Current as of 24 November 2025. Authors: Andrew Chiew Ean Vooi and Tay Weng Hwee, Lee Hishammuddin Allen & Gledhill, a Multilaw member firm. Common entities Subject of this response: the private company limited by shares ( Sendirian Berhad or Sdn Bhd). Other existing forms in this jurisdiction not covered here: partnership, limited liability partnership, public limited company. General principles Main source of law authorising this form of entity: the Companies Act 2016 ( CA 2016) and the Companies Regulations 2017. Brief summary of the form of entity, including whether it...
This Practice Note explains the concept of money laundering and the legal framework that regulates it. The Proceeds of Crime Act 2002 ( POCA 2002), the Terrorism Act 2000 ( TA 2000) and the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, as amended, significantly influence UK businesses. Non-compliance can bring serious criminal, administrative and, for some, professional sanctions. Definitions of money laundering Money laundering refers to the means by which criminal proceeds, along with their actual source and ownership, are altered so they appear lawful. Nevertheless, the statutory concepts of money laundering are much broader. Under POCA 2002, money laundering is defined to include: hiding, obscuring, converting, transferring or taking criminal property out of the jurisdiction entering into, or being involved in, an arrangement that enables the...
Industrial diseases The Control of Substances Hazardous to Health Regulations 2002 ( COSHH), SI 2002/2677, is among the most significant health and safety regulations for any organisation that uses, produces or generates chemicals, or other substances capable of harming employees, contractors and the wider public. Every year, hazardous substances make thousands of workers ill, leading to lung disease, cancer and skin conditions. Examples include: Dust in air — lung diseases Metalworking fluids — dermatitis and asthma Wet cement — chemical burns or dermatitis Benzene in crude oil — leukaemia For guidance on occupational health claims please see Practice Notes: Dermatitis and sensitisation conditions and Asthma. Substances hazardous to health COSHH defines a ‘substance hazardous to health’ as including: Substances that meet the criteria for classification as hazardous within any health hazard class set out in the CLP Regulation, whether or not the...
This Practice Note considers contracting authority under the law of England and Wales Recognised as a key element of forming a contract, this note examines agency principles and authority to contract across a range of entities, including: corporations in general, companies incorporated under the Companies Act 2006 ( CA 2006), unregistered and overseas companies, limited liability partnerships, general partnerships and limited partnerships, unincorporated associations, incorporated charities (charitable companies and Charitable Incorporated Organisations), and unincorporated charities (charitable unincorporated associations and charitable trusts). Where a body has separate legal status, a distinction can be drawn between instruments executed by the body itself (eg using its common seal, where available) and instruments executed on its behalf (eg by an individual acting under its authority). The emphasis of this Practice Note is on a person’s authority to contract when they execute an instrument on the entity’s behalf. It does not address the...
Background While every employee of an offeree will usually be keenly interested in the fate of an offer, a public takeover rarely alters their employment rights directly, because their employing entity does not change. Nevertheless, the City Code on Takeovers and Mergers (the Code) and the Companies Act 2006 ( CA 2006) impose several obligations that the parties to a takeover must address in relation to the offeree’s workforce. Among these is General Principle 2, which provides that security holders of an offeree must be given adequate time and information to make a properly informed decision on the bid; where it advises those security holders, the offeree board must state its opinion on how implementing the bid would affect employment, terms and conditions, and the locations of the company’s places of business. In addition, taking account of employees’ interests forms part of the broader...
This Practice Note reviews the remuneration framework originating from the Alternative Investment Fund Managers Directive 2011/61/ EU ( AIFMD) and set out in the alternative investment fund manager ( AIFM) Remuneration Code (the Code) within the Senior Management Arrangements, Systems and Controls sourcebook ( SYSC) of the Financial Conduct Authority ( FCA) Handbook at SYSC 19B. It outlines the main elements of the Code, including its reach, the meaning of remuneration and the Code’s principles. Managers of alternative investment funds ( AIFs), including hedge funds, private equity funds and other AIFs (such as commodity funds, venture capital funds, real estate funds and investment funds), may all potentially fall within the scope of the remuneration requirements. For an accessible checklist of the relevant requirements, see: —checklist. For details on the equivalent EU requirements, see Practice Note: EU...
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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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