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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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During the due diligence stage, the purchaser’s solicitors and other advisers have the chance to review the target business’s legal, technical and financial performance in depth......
This Practice Note addresses the core obligations, covering risk assessments and the prevention of risk, health and safety arrangements, and the supply of information and training. It also considers the duties of employees and outside workers. The Management of Health and Safety at Work Regulations 1999, SI 1999/3242, establish a framework of employer duties aimed at preventing or reducing the likelihood of workplace accidents... Post 1 October 2013 From 1 October 2013, section 69 of the Enterprise and Regulatory Reform Act 2013 ( ERRA 2013) took effect. For workplace accidents occurring on or after that date, civil liability no longer follows from a breach of a health and safety statutory duty unless the specific regulation provides for it. An exception persists under the Management of Health and Safety at Work Regulations 1999, SI 1999/3242, regs 16 and 17, which continue to impose civil...
IMPORTANT NOTE: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed. In the Autumn Statement 2016, the government confirmed the withdrawal of these ESS-related reliefs: Income tax and NICs relief on the first £2,000 of employee shareholder shares issued to an individual The capital gains tax exemption covering all or part of ESS shares The rule that, when a company buys back employee shareholder shares, the payment is not treated as a distribution in the shareholder’s hands These measures apply to any employee shareholder agreements entered into on or after 1 December 2016. However, individuals who received independent advice about entering such an agreement before 23 November 2016 could still complete it before 1 December 2016 and keep the beneficial income tax and CGT treatment. Likewise, anyone who obtained independent advice on 23 November 2016 before 1.30 pm...
IMPORTANT NOTE: The facility to issue tax‑favoured employee shareholder shares ( ESS), commonly seen in private equity company structures, has been withdrawn. In the Autumn Statement 2016, the government confirmed that the following ESS reliefs were removed: the income tax and National Insurance contributions ( NICs) relief that applied to the first £2,000 of ESS granted to an individual the capital gains tax ( CGT) exemption covering all or part of the ESS the measure ensuring that, when a company repurchases ESS from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands These amendments apply to any employee shareholder agreements entered into on or after 1 December 2016. That said, an individual who obtained independent advice about entering an employee shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the favourable income tax and CGT...
Archived: The option to grant tax‑advantaged Employee Shareholder Shares ( ESS), often used in private equity arrangements, has been withdrawn. In the Autumn Statement 2016, the government confirmed the removal of these ESS-related reliefs: income tax and NICs relief on the first £2,000 of ESS received by an individual; the capital gains tax exemption on all or part of the ESS; and the rule that, where a company repurchases ESS from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands. These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. However, individuals who obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still proceed before 1 December 2016 and retain the beneficial income tax and CGT...
A business might need to secure extra capital for a variety of purposes. It could, for example, be to finance a planned acquisition or to satisfy continuing financial commitments. There are several routes by which a company can obtain the extra funding required, including tapping existing shareholders through a rights issue, an open offer or a placing. When running a rights issue, open offer or placing, the company must carefully assess the effect on any current employee share plans it operates. This assessment should take place as early as possible in the decision-making process to determine whether, and if so what, steps can be taken so that employees are not put at an unfair disadvantage by a rights issue, open offer or placing. This Practice Note outlines the key points that typically arise in connection with employee share plans on a rights issue, open offer or...
Background Pursuant to Article 3(1) of Directive 2004/39/ EC, the EU Prospectus Directive ( PD), and section 85(1) of the Financial Services and Markets Act 2000 ( FSMA 2000), making any direct or indirect public offer of transferable securities (including, for example, listed shares) to any person in the UK is generally prohibited unless a prospectus sanctioned by the FCA, or by another EU state’s competent authority, has first been duly published, or a relevant statutory exemption clearly applies. If it is determined that an offer to employees (or ex‑employees) from time to time necessitates a prospectus, a company may, instead, be able to prepare one by relying on a short form disclosure regime. See Practice Note: When is a prospectus needed for an offer to employees (the pre‑19 January 2026 regime)? [ Archived] for a fuller description of when a...
This Practice Note explains how the Investment Association ( IA) remuneration principles apply to employee benefit trust ( EBT). These principles sit within the IA Principles of Remuneration. It describes their application in the EBT context. The IA remuneration principles—key messages Pension funds, insurers and related institutions commonly place their clients’ capital in UK equities. As a result, such institutions form a significant slice of the shareholder base across companies listed on the London Stock Exchange and other markets. Acting for these members, the IA articulates clear expectations on senior executive pay and speaks out on what it regards as important. The IA Principles of Remuneration are broad in scope, spanning numerous dimensions of executive reward and practice. They set out the boundaries its members view as critical when designing pay frameworks and policies, and also address the role of the...
Published in January 2014, this guidance was issued by the Chartered Governance Institute ( CGI). It aims to help companies understand how electronic communications with shareholders are governed and to support their own interpretation of them......
The rules regarding Scottish electronic documents and their execution are contained in: Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) Assimilated Regulation ( EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (as amended by the Electronic Identification and Trust Services for Electronic Transactions ( Amendment etc) ( EU Exit) Regulations 2019) ( UK e IDAS) Land Registration etc ( Scotland) Act 2012 ( LRE( S) A 2012) Electronic Documents ( Scotland) Regulations 2014, SSI 2014/83 Land Registration etc ( Scotland) Act 2012 ( Commencement No 2 and Transitional Provisions) Order 2014, No 41 ( C 4) (2014 Order) Land Register of Scotland ( Automated Registration) etc Regulations 2014, SSI 2014/347 Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A...
If any rule within the Companies Acts permits or obliges documents or information to be delivered or provided to a body corporate (in whatever terms this is framed), the sender must observe sections 1144–1148 and Schedule 4 of the Companies Act 2006 ( CA 2006), which set out the company communications provisions. The Companies Acts are described in CA 2006, s 2 and embrace CA 2006 itself, save for CA 2006, ss 1182–1283. For these communication provisions, any mention of a document also covers a summons, notice, order, other legal process, or a register. The company communication provisions yield to any requirements laid down, or any inconsistent provision made, by or under any enactment. Yet a provision is not to be treated as inconsistent with the company communications provisions merely because it expressly permits a document or information to be sent or...
Acting for a seller The Precedent: EHS warranties—asset purchase agreement—seller’s version sets out a pared-back suite of environment, health and safety ( EHS) warranties intended for use when representing a seller. The definitions are broad, and there are no warranties provided relating to contaminated land at all whatsoever......
EHS questionnaire The buyer’s solicitors typically compile a legal due diligence questionnaire ( DDQ) at the preliminary stage or during due diligence. In some deals, responses are uploaded to the seller’s data room. The legal DDQ should invariably cover environment, health and safety ( EHS) matters. Even office-based operations must comply with general EHS laws, including the waste management duty of care, energy management and health and safety obligations. These enquiries can be adapted for the specific transaction or business type and included within the legal DDQ or raised as further enquiries. For more information, see: Environment, Health and Safety ( EHS) due diligence questionnaire ( DDQ)—share purchase Environmental due diligence—share purchase If the transaction involves a manufacturing business, or if additional health and safety information is required, the following can be used as a checklist on health and safety issues: ...
The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) secured Royal Assent on 26 October 2023. Its provisions will be phased in over a prolonged period so that companies and Companies House can get ready for implementation. Numerous elements will not take effect until detailed secondary legislation and guidance are in place, while others depend on new technical systems and tools before they can be brought online. Full implementation is anticipated by 2027. A significant tranche of measures commenced on 4 March 2024 under The Economic Crime and Corporate Transparency Act 2023 ( Commencement No. 2 and Transitional Provision) Regulations 2024. For details on the roll-out of the new rules and powers, see Practice Note: The Economic Crime and Corporate Transparency Act 2023—tracker. Companies House has also issued an updated implementation plan for ECCTA 2023, setting out key dates for the new...
Legislation tracker This tracker outlines consultation papers, primary and secondary legislation, and guidance linked to the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023), which obtained Royal Assent on 26 October 2023. It lists all pertinent primary legislation and statutory instruments associated with ECCTA 2023, including the ECCTA Bill as it moved through parliament. The Protection and Disclosure of Personal Information ( Amendment) Regulations 2025 Status: Draft – not yet in force. This instrument will broaden the circumstances in which individuals may apply to the Companies House registrar to shield personal information that appears on the public register. Once protected, the registrar must not make the relevant details publicly available. The Register of People with Significant Control ( Amendment) Regulations 2025 Date: 18...
In recent years, there has been mounting pressure on the government to introduce further legislation on economic crime to deter criminals from laundering money in the UK. The conflict in Ukraine triggered the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022), forming part of the UK government’s response. The government expedited the Bill’s passage through Parliament, with all stages completed in five Parliamentary sitting days. EC( TE) A 2022 is intended to stop the UK property market being used to store, hide or launder criminal proceeds and wealth, to improve transparency over the ultimate owners of properties and assets in the UK, and to make it simpler for enforcement bodies to dispossess owners of unlawfully obtained assets. This is supported by separate provisions that make it easier to designate persons and organisations under sanctions pursuant to the Sanctions and Anti- Money...
On 22 September 2022, the government unveiled the Economic Crime and Corporate Transparency Bill (the Bill). On 26 October 2023, the Bill secured Royal Assent and thereby became the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023). Alongside a range of other adjustments to a company’s filing obligations with Companies House, ECCTA 2023 sets out provisions intended to reform several aspects of the regime for a limited partnership ( LP) established in England. For more detailed information on the existing LPs regime, together with links to all related legislation and guidance, see Practice Notes: The nature of a limited partnership and its legal framework and Forming a limited partnership and continuing obligations. It should be noted that, although ECCTA 2023 is now in force, some of its provisions, including those addressing reform of the LP regime, have yet to...
The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) ECCTA 2023 received Royal Assent on 26 October 2023. Its provisions will be introduced gradually to allow companies and Companies House time to prepare for implementation. Numerous parts will only take effect once detailed secondary legislation and guidance are in place, while others depend on the development of new technical processes and tools before they can operate. Full implementation is anticipated by 2027. The Act’s core aims are to prevent UK corporate structures being exploited for crime and terrorism, to strengthen the UK’s broader response to economic crime, and to support enterprise by improving the efficiency of the UK’s companies registry, including the reliability of its data. Some measures took effect on 26 October 2023 alongside Royal Assent, with further commencements on the following dates: 15 November 2023 26 December 2023 15 January 2024 4 March 2024 5 March 2024 26 April...
Relevance of the takeover code to share acquisitions by an EBT In certain situations, the Takeover Panel ( Panel) may need to be approached where a trustee of an employee benefit trust ( EBT) is purchasing shares in a company. Where the trustee might be deemed to be acting in concert with others when making such purchases, it could trigger an obligation for the trustee to make a comparable offer to all remaining shareholders, in line with the City Code on Takeovers and Mergers ( Code). The Panel can be asked to determine whether, for the purposes of the Code, an EBT trustee will be presumed to be acting in concert. In particular cases, the Code stipulates that the Panel must be consulted in advance of specific share acquisitions by an EBT, as outlined below. The Panel’s principal roles are to publish and enforce the Code, and to...
This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Timing A private equity buyout ( MBO) typically opens with discussions aimed at settling the key commercial principles in outline. In contrast to a routine share or asset acquisition, three groups are at the table: the investor/private equity fund, the seller, and management, who may, in certain cases, have interests in the seller and/or the target. The fundamental points to confirm to determine if a deal can proceed are the price for the business (commonly via a share sale) and the allocation of management equity after completion. Beyond these, a number of early commercial and legal considerations must be addressed at the outset of any prospective transaction. After the principal commercial terms have been agreed in principle, consideration of the main legal issues is underway and a...
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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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