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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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This Practice Note outlines the European Commission’s July 2020 capital markets recovery package, created to mitigate the impact of the coronavirus ( COVID-19) pandemic. The initiative makes focused adjustments to key frameworks so that capital markets can more readily support European businesses as they emerge from the coronavirus crisis, including: EU Prospectus Regulation ( EU) 2017/1129 Markets in Financial Instruments Directive 2014/65/ EU ( EU Mi FID II) EU Securitisation Regulation ( EU) 2017/2402 ( OJ L 347 28.12.2017 p 35) Capital Requirements Regulation ( EU) 575/2013 ( EU CRR) Background to the capital markets recovery package On 24 July 2020, the European Commission adopted the capital markets recovery package as part of its broader coronavirus ( COVID-19) recovery agenda. In April 2020, it had already advanced a targeted banking package to ease lending to households and businesses across the EU (see...
This Practice Note brings together core materials addressing EU legal matters that influence company law and are pertinent to corporate transactions. For a general introduction to EU law, consult the following Overviews: EU structure ( EU Law)—overview EU legislative process ( EU Law)—overview EU judicial system ( EU Law)—overview EU rights and policies ( EU Law)—overview Equity capital markets For EU law topics arising within the equity capital markets, see these Practice Notes: The Prospectus Directive EU Prospectus Regulation tracker (2001–2020) The Transparency Directive Transparency Directive tracker [ Archived] M& A On EU law considerations relevant to M& A transactions, refer to these Practice Notes: The impact......
ARCHIVED: This archived Practice Note summarises the background to the European Commission’s failed efforts to create a standard single‑member private limited company model (the Societas Unius Personae, or SUP) for use throughout the European Union, spanning all Member States, together with its earlier attempts to establish a European private company as a legal vehicle ( Societas Privata Europaea, or SPE). It is no longer updated and is provided for background purposes only. Background—the proposal for a European private company ( Societas Privata Europaea or SPE) On 25 June 2008, the Commission tabled a draft Council Regulation at EU level setting out a Statute for a European private company framework. That initiative formed part of a broader suite of measures intended to help small and medium‑sized enterprises ( SMEs) operate across the EU market as intended. Following years of fruitless...
ARCHIVED: This Practice Note is archived, and is no longer maintained. What is the Capital Markets Union? The Capital Markets Union ( CMU) is a flagship political initiative of the European Commission, unveiled on 30 September 2015 with the publication of the Action Plan for Capital Markets Union. The CMU agenda was subsequently realigned and broadened in the Commission’s Communication on the Mid- Term Review of the Capital Markets Union Action Plan, issued on 8 June 2017, and elements of the programme are periodically refined and advanced as CMU work progresses and EU and industry bodies react to evolving economic and political conditions. On 24 September 2020, the European Commission released a new CMU action plan. For information, see September 2020 CMU action plan. For information on CMU developments, see Practice Note: The Capital Markets Union—recent news [...
STOP PRESS: Regulation ( EU) 2024/2809, part of the EU Listing Act package, was published in the Official Journal of the EU on 14 November 2024 and became effective on 4 December 2024. The measure updates the EU Prospectus Regulation. Certain elements took effect immediately, while others carry lead‑in periods of 15 or 18 months—specifically from 5 March 2026 and 5 June 2026, respectively. Transitional rules permit, until their expiry, prospectuses approved up to 18 months after 4 December 2024 to remain governed by the EU Prospectus Regulation as it stood at the point of approval. For more information, see: The EU Prospectus Regulation—essentials. UK— The UK’s prospectus framework is presently grounded in the EU Prospectus Regulation, retained in domestic law post‑ Brexit as the UK Prospectus Regulation. The UK has been reassessing its regime as part of broader initiatives to reform UK capital...
STOP PRESS: The EU Listing Act appeared in the Official Journal on 14 November 2024 and introduces amendments to the EU Market Abuse Regulation. The majority of the EU Listing Act’s provisions, including the EU Market Abuse Regulation changes, are due to apply from July 2026, subject to the Commission’s adoption of level 2 delegated acts. On 7 May 2025, ESMA released its technical advice to the Commission covering, among other matters, the EU Market Abuse Regulation. The Commission is anticipated to adopt the corresponding delegated acts by July 2026. This table offers high-level insight into divergence between key provisions of the Market Abuse Regulation ( EU) 596/2014 ( EU Market Abuse Regulation) and the Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation). Be aware that the EU Listing Act’s amendments to the EU Market Abuse Regulation will drive further...
From a competition law perspective, transaction agreements (for example, a sale and purchase agreement) usually contain three main categories of provisions: merger control conditions to closing competition warranties non-compete covenants For this Practice Note, the parties are called the 'seller' and the 'buyer' (though comparable considerations commonly apply to joint venture participants). For sample clauses suitable for sale and purchase agreements, see Standard competition law clauses for sale and purchase agreements. Note—where an offer is made for a target (or potential target) with securities admitted to trading on a UK regulated market or multilateral trading facility, or on any stock exchange in the Channel Islands or the Isle of Man, the Takeover Code may apply (see Merger control and the Takeover Code). For further guidance on competition law points to address during a corporate transaction, see the checklist. Merger control conditions to closing It is typical for the parties to agree that...
Taking a thoughtful, carefully planned stance on environmental, social and governance ( ESG) matters is a key element of corporate governance and oversight. What is ESG? ESG is an initialism meaning environmental, social and governance. Together, they form an investment lens and set of criteria that assesses a firm’s environmental and social footprint, alongside the overall quality of its governance. ESG is frequently discussed with sustainability and corporate social responsibility; however, whereas those are broader philosophies or end-goals, this framework is more concrete and practical in application today. It captures the data and metrics that guide decision-making for both companies and investors alike, as increasingly today investors seek to align their strategies with their values. What is sustainability? Within a business context, sustainability refers to a company’s strategy and actions in this regard......
ARCHIVED: This Practice note has been archived and is not maintained. Environmental, social and governance ( ESG) matters have climbed to the forefront of corporate priorities in recent years, with society, the press, customers, employees and investors increasingly judging companies and boards against measurable and comparable ESG factors. In line with this intensified attention, businesses are encountering a widening set of legislative and regulatory obligations concerning how they report ESG matters. As ESG reporting has matured, a wide range of voluntary frameworks and standards has appeared to guide and influence how organisations measure, evaluate and disclose ESG information to investors and other stakeholders. This Practice Note reviews the principal ESG reporting frameworks alongside initiatives aiming to build a single global framework for companies to report on ESG matters. It opens by examining the disclosure recommendations of the Task Force on...
Reviewing technical reports If a buyer has secured a technical environmental report during due diligence (or the seller has placed one in the data room), it must be analysed and converted into clear, practical guidance for the client on potential liabilities, along with proposals to mitigate the risks. Key matters for lawyers to assess include: whether the report presents clear evidence of environment health and safety ( EHS) non-compliance, capex needs, or possible liabilities; whether an independent environmental consultant should be engaged to review and challenge the report’s conclusions; whether a conference call or meeting between the two environmental consultants (with clients and lawyers) would help resolve areas of concern; whether further investigations or enquiries are necessary and, if so, the associated timing and cost implications; which options are most practical to address the...
In the due diligence phase At this stage, the buyer’s solicitors and other advisers are able to scrutinise the target’s legal, technical and financial performance. The purpose of environmental due diligence is to: evaluate the risk of taking on contaminated land liabilities connected to properties or former properties identify any material non-compliance with environment, health and safety ( EHS) law, environmental permits, or capital expenditure duties that the buyer could become accountable for determine what protections are needed to reduce these risks as much as possible through further......
The Sentencing Council has released offence-specific sentencing guidance for use in magistrates’ courts and the Crown Courts in England and Wales concerning, specifically, unauthorised or harmful depositing, treatment or disposal of waste, and also illegal discharges to air, water and land, directly contrary to section 33 of the Environmental Protection Act 1990 ( EPA 1990) and the Environmental Permitting ( England and Wales) Regulations......
When is environmental insurance appropriate? Environmental insurance may warrant consideration in the following situations: an environmental assessment identifies significant and serious concerns regarding contamination environmental indemnity negotiations have reached a stalemate there are ongoing concerns about the covenant strength of the indemnifying party insurance is required by funders, tenants, or to improve the saleability of a high‑risk site See Practice Note: Environmental insurance—when is it needed? What type of policy? The usual form of cover in share purchase transactions is a ten‑year fixed‑site policy, often referred to as an Environmental Impairment Liability ( EIL) policy or a Premises Pollution Liability ( PPL) policy. It can provide protection for the insured parties against regulatory action or third party......
When is environmental insurance appropriate? Environmental insurance may need to be weighed up carefully in the following scenarios: an environmental report flags significant concerns about contamination environmental indemnity negotiations have reached an apparent impasse there are ongoing concerns over the covenant strength of the indemnifying party insurance is required by funders, tenants or to support the saleability of a high risk site See Practice Note: Environmental insurance—when is it needed? What type of policy? The usual insurance in asset purchase transactions is a ten‑year fixed site policy, often referred to as an Environmental Impairment Liability ( EIL) Policy or Premises Pollution Lability ( PPL) Policy......
When is an indemnity needed? In a share purchase, the buyer assumes all environmental liabilities tied to the target and its subsidiaries. If due diligence uncovers contaminated land exposure or specific environment, health and safety ( EHS) non-compliance, the buyer may seek an environmental indemnity in the share purchase agreement ( SPA) or a separate environmental deed. The seller might also look for an indemnity from the buyer where, for example, directors or managers linked to the target remain with the seller. See the following Precedents: Environmental indemnity for a share purchase agreement Asbestos indemnity for when seller is in breach Checklist for environmental indemnity Once the principle of an environmental indemnity is agreed, lawyers and their clients should settle the indemnity’s scope before drafting starts. Indemnities are tailored to the individual transaction. The points below highlight the key issues to...
Technical due diligence If known or suspected non-compliance or land contamination arises, the purchaser, or preferably its solicitors, may appoint an environmental consultancy to perform a phase 1 environmental, health and safety ( EHS) compliance review, or more invasive phase 2 investigations, to appraise the potential liability and overall financial risk......
Buyers and sellers weigh numerous factors when conducting thorough due diligence during a commercial transaction for the purchase or disposal of a business together with its operational sites and plant. Environmental considerations ought to form a key part of any diligence process for the enterprise. ' Caveat emptor'—'let the buyer beware'—is a well-established common law doctrine under which the seller has no legal obligation to reveal material facts to a potential purchaser, so the purchaser must make their own enquiries. Environmental regulations can drive substantial capital spending, and such risks may materially change a company’s overall risk profile. Compliance shortcomings may seriously damage reputation, while enforcement could threaten the long term viability or profitability of the business. Commissioning an environmental consultant Provide your environmental consultant with full and relevant context for the proposed deal when commissioning due diligence, so an appropriate and...
The environmental damage regime ( EDR) obliges operators of activities that cause serious environmental incidents to both prevent harm and put it right. It rests on the polluter-pays principle and implements the requirements of the EU Environmental Liability Directive. For more information, see: Environmental damage regulations—overview. Who is liable? Liability for environmental damage sits with the operator of the activity. Operator: any natural or legal person, whether private or public, who runs or controls an activity. This also covers the holder of a permit and anyone who registers or notifies an activity. Activity: any economic undertaking, public or private, whether or not for profit. Purely domestic or recreational activities are excluded. The enforcing authority may proceed against more than one operator. Where more than one person could be the operator, the authority must decide whom to enforce against. When...
Enforcement bodies Reviewed by Professor Richard Macrory From 4 January 2011, the Environment Agency ( EA) has exercised powers conferred by the Environmental Civil Sanctions ( England) Order 2010, SI 2010/1157, and the Environmental Sanctions ( Wales) Order 2010, SI 2010/1821. Natural England ( NE) began applying these powers on 3 January 2012. In England, the EA and NE are the authorities charged with enforcing environmental civil sanctions. From 1 April 2013, Natural Resources Wales ( NRW) has taken on the role of enforcing environmental civil sanctions in Wales. Civil sanctions were created by the Regulatory Sanctions and Enforcement Act 2008 ( RESA 2008), which supplies the principal framework. Orders made under RESA 2008 concerning environmental civil sanctions commenced in England on 6 April 2010 and in Wales on 15 July 2010. Their purpose was to render the enforcement of...
The purpose of environmental due diligence Environmental due diligence aims to: assess the likelihood of inheriting contaminated land liabilities linked to properties being transferred to the purchaser establish whether environmental permits must be transferred to the buyer, or if fresh permits should be obtained identify material non-compliance with environmental law or permits, or capital expenditure obligations that may pass to the buyer offer recommendations to mitigate these risks through further investigations, price negotiation, contractual protections or environmental insurance For a broader discussion of due diligence, see Practice Note: Due diligence—share and asset purchases. The scope of environmental due diligence Environmental and health and safety ( EHS) matters are generally examined together because: issues like managing asbestos and exposure to chemicals are both health and safety concerns and environmental matters environmental managers frequently hold...
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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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