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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 duties imposed on quoted companies regarding the creation, implementation and ongoing operation of a deferred share bonus plan. For a fuller overview of deferred share bonus plans, see Practice Note: An introduction to deferred share bonus plans. UK Listing Rules By their very nature, deferred share bonus plans will typically constitute employees’ share schemes under the Companies Act 2006 ( CA 2006), as they are commonly established to promote or enable the holding of shares in the company by or for employees’ benefit. The UK Listing Rules ( UKLR) adopt the CA 2006 definition, which covers any scheme: that encourages or facilitates the holding of shares in, or debentures of, a company by or for the benefit of: the bona fide employees or former employees of the company, any of its...
Asset sale In an asset sale, the purchaser chooses and acquires from the vendor only the assets and liabilities it intends to take on. At times, an asset sale involves disposing of a whole business (that is, all assets comprising, and used within, that undertaking) or a segment of a business, and at other times it is the transfer of a single asset or a bundle of assets......
Financial and non-financial reporting duties vary between different categories of company. For further detail, see Practice Note: Financial reporting obligations of a company and its directors. For a high-level outline of the statutory reporting regime, consult Practice Notes: Accounts and reports—an outline of the statutory framework and Accounts and reports—individual and group accounts. A short summary of the process required to prepare, approve, publish and file accounts The summary below directs you to fuller guidance for each stage involved in preparing and filing company accounts: preparation of the accounts and reports — see Practice Note: Accounting records and the section Preparing the accounts and reports in Practice Note: Financial reporting obligations of a company and its directors approval and signing of the accounts and reports — see Approval and signing of accounts and reports in Practice Note: Financial reporting obligations of a company and its...
This Practice Note This Practice Note, relevant to both share purchase and asset purchase deals, sets out: the distinctions between a physical data room (a dedicated location containing hard copy materials) ( PDR) and a virtual data room (an online repository to which documents are uploaded) ( VDR), together with the considerations in deciding which option to adopt a synopsis of the key organisational matters for the seller and the seller’s team of advisers when creating a data room, including how to determine what to include and how best to structure the data room the documentation to be prepared by the seller/seller’s advisers and executed by those given access to the data room (namely a confidentiality agreement and data room rules) Although procedures will differ depending on whether a PDR or a VDR is used, the underlying purpose for...
Background The Market Abuse Directive 2003/6/ EC ( MAD) was enacted in 2003, creating a legal framework across the EU to safeguard market integrity against insider dealing and market manipulation. In the wake of the extensive harm caused by the financial crisis, however, an assessment of MAD’s effectiveness was undertaken, leading the European Commission ( Commission) to propose its repeal and replacement. Consequently, on 12 June 2014, the Official Journal of the European Union published the texts of two new legislative instruments: Regulation ( EU) 596/2014 ( EU Market Abuse Regulation), Directive 2014/57/ EU on criminal sanctions for market abuse ( CSMAD) Together, the EU Market Abuse Regulation and CSMAD displaced MAD and ushered in a new EU‑wide market abuse regime that spans a broader range of markets, products and behaviour than before. The EU Market Abuse Regulation and CSMAD took effect on 3 July...
When preparing to make an offer for a prospective offeree, the bidder and its advisers may have to take account of the legal regimes of any overseas jurisdictions where shareholders of the offeree (whether individuals or companies) are located. Although this Practice Note provides high-level guidance concerning holders abroad in two principal territories (the United States and Australia), every party involved in a cross-border takeover proposal ought to obtain advice from lawyers on the ground regarding the topics set out below herein......
With appreciation to other contributors from Squire Patton Boggs’ offices across its global network. Cross-border JVs There is no universal model for creating cross-border joint ventures ( JVs) (that is, where one or more JV parties are based outside the UK and intend to form a JV outside the UK). Ultimately, the agreement’s terms must capture the parties’ commercial bargain. That said, the legal considerations outlined in this and the accompanying Practice Notes— Cross-border joint ventures—taxation and funding issues, Cross-border joint ventures—management and control, and Cross-border joint ventures—termination (together, the Cross-border Joint Venture Practice Notes)—may influence both the jurisdiction selected for the JV entity and the commercial deal itself. These factors should therefore be reviewed at the earliest opportunity to give the JV the best chance of success. Even where a joint venture agreement ( JVA) is governed by a familiar law, such as English law,...
With appreciation to additional contributors from Squire Patton Boggs’ offices throughout its global network. Cross-border JVs There is no universal template when putting together cross-border joint ventures ( JVs) (ie where one or more participants is located outside the UK and the JV vehicle is to be established overseas). Any agreement must, in the end, capture the parties’ commercial bargain. That said, many of the legal considerations outlined in this and the companion Practice Notes: Cross-border joint ventures—initial considerations, Cross-border joint ventures—taxation and funding issues and Cross-border joint ventures—termination can shape both the chosen jurisdiction for the JV entity and the commercial terms, and so ought to be addressed at the earliest stage to maximise the JV’s prospects. Even where a joint venture agreement ( JVA) is governed by a familiar system, such as English law, creating a cross-border JV can throw up...
This Practice Note sets out the statutory defences available in respect of the three criminal insider dealing offences under the Criminal Justice Act 1993 ( CJA 1993): the ‘dealing offence’, the ‘encouragement offence’ and the ‘disclosing offence’. It should be read alongside Practice Note: Insider dealing—the criminal offence, which details the constituent elements of the three criminal insider dealing offences. For coverage of the civil/regulatory insider dealing framework, see Practice Note: UK Market Abuse Regulation—insider dealing. General defences The statutory defences applicable to the three criminal insider dealing offences appear in CJA 1993, s 53. The burden lies with the defence to demonstrate, on the balance of probabilities, that a defence is established. General defences to the dealing offence and encouraging offence There are three general defences available to the dealing offence or the encouraging offence......
This Practice Note provides an overview of the process of making a rights issue in CREST It does not attempt to introduce CREST or uncertificated securities, nor does it offer practical steps for transferring shares through CREST. For guidance on those topics, including a summary of key terms, refer to Practice Note: CREST and uncertificated shares—an introduction. For a synopsis of how various shareholder and company actions are carried out within CREST, see Practice Note: CREST—shareholder and general corporate actions. For a guide to conducting an open offer in CREST, consult Practice Note: CREST—open offers. For how to accept a takeover offer via CREST, see Practice Note: CREST—takeover offers. The general mechanics of undertaking a rights issue fall outside the remit of this Practice Note. It addresses solely the aspects that differ, or merit specific comment, where a rights issue is...
This Practice Note sets out an introduction to, and overview of, CREST, covering: what CREST is and the idea of uncertificated securities the legal framework the advantages of CREST and what companies must do to allow their securities to be held in CREST how uncertificated securities are held and transferred within CREST, and a brief introduction to the concept of depository interests It does not address how various shareholder and corporate actions are undertaken in CREST, nor practical guidance on the CREST processes around shareholder voting on resolutions, alterations of share capital, dividends, open offers, rights issues and takeovers. What is CREST? CREST is a central securities depository, run by Euroclear UK & International Limited ( Euroclear), for the holding and transfer of dematerialised securities. It supplies core infrastructure for the electronic holding, transfer and related servicing of (or...
ARCHIVED: This archived Practice Note explains what the CRC Energy Efficiency Scheme was and how it operated. It also highlights principal elements of the CRC Scheme, including: Eligibility thresholds Enrolment obligations Reporting duties How allowances were purchased and surrendered Sanctions for non-compliance It is not maintained and is provided for background reference only. The CRC Scheme was abolished after the 2018/19 compliance year, following the announcement by HM Treasury ( HMT) in the 2016 Budget. The CRC Energy Efficiency Scheme ( Revocation and Savings) Order 2018, SI 2018/841 (the 2018 Order), effective from 1 October 2018, terminated the CRC Scheme with effect from 31 March 2019, while preserving continuing compliance obligations for the phase ending on that date (and the preceding phase). Businesses were required to surrender CRC Scheme allowances for the final time in October 2019. The CRC Scheme has been replaced by an...
ARCHIVED: This Practice Note is archived and no longer maintained. Last updated 30 June 2020. Scope of this tracker This document’s table reviews secondary issues by listed and AIM companies raising a minimum of £10m between 25 March and 30 June 2020, and examines the impact of the coronavirus ( COVID-19) crisis on equity fundraising. It focuses on deal structure and scale, including whether issuers relied on the Pre- Emption Group’s ( PEG) temporary relaxation of the recommended cap on non-pre-emptive offers, lifted to as much as 20% of issued share capital from 1 April 2020. Announcements relating to secondary issues The table records announcements of secondary capital raisings by listed and AIM companies made between 25 March 2020 and 30 June 2020 where at least £10m was sought. The tracker covers: Placings Offers for subscription Rights issues Open offers It also sets out:...
Background This archived Practice Note examined the effect and implications of the coronavirus ( COVID-19) pandemic on the preparation and filing of a company’s report and accounts. It has not been updated or otherwise revised since May 2022. Disclosure of principal risks The Companies Act 2006 ( CA 2006), the UK Corporate Governance Code ( UKCG Code) and the Disclosure Guidance and Transparency Rules ( DTRs) contain overlapping requirements obliging companies to disclose the principal risks facing their business in both annual and interim financial reports: the CA 2006 requires all UK incorporated companies (except for small companies) to prepare a strategic report for each financial year of the company. This report must include, among other things, ‘a fair review of the company’s business, and a description of the principal risks and uncertainties facing the company’ the UKCG Code requires the board of a...
This archived Practice Note examined the principal issues for Corporate practitioners arising from the coronavirus ( COVID-19) pandemic. It has not been revised since May 2022. General meetings and AGMs The coronavirus outbreak created immediate legal and practical challenges for companies intending to hold their annual general meeting ( AGM) or other general meetings. For more information, see Practice Note: Coronavirus ( COVID-19)—holding general meetings and AGMs. Latest guidance for company meetings in 2021 Chartered Governance Institute guidance for company meetings in 2021 On 24 February 2021, the Chartered Governance Institute ( CGI) issued updated guidance (the 2021 Guidance), anticipating that general meetings would need to be conducted on a closed basis until at least 17 May 2021, and potentially until at least 21 June, due to the government’s ‘stay at home measures’. The 2021 Guidance was produced by a working group comprising the City of London Law...
This archived Practice Note monitored the evolving position on holding valid and effective general meetings and annual general meetings during the coronavirus pandemic, alongside the restrictions implemented to contain it. For ongoing (post‑pandemic) guidance on convening and conducting hybrid general meetings and AGMs, see: How to call and hold an effective hybrid general meeting Holding entirely virtual or hybrid general meetings and AGMs For general guidance on calling and holding company meetings, see: Calling a general meeting (including an AGM) Holding a general meeting of a private company or unlisted public company Holding a general meeting of a listed public company Holding an AGM of a private company or unlisted public company Holding an AGM of a listed public company Pre-pandemic hybrid general meetings and AGMs Before the coronavirus pandemic, a number of FTSE 350 companies began...
ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note outlines the principal temporary alterations to company filings and related administrative processes arising from the coronavirus crisis. On 26 March 2021, Companies House confirmed that the automatic extensions under the Corporate Insolvency and Governance Act ( CIGA) 2020, which covered deadlines from 27 June 2020 to 5 April 2021 to ease pressure on companies during the coronavirus ( COVID-19) pandemic, would cease for any deadlines falling after 5 April 2021. These temporary allowances were designed to relieve the burden on companies during the coronavirus pandemic, but would not apply to any filings due beyond that point thereafter. From 6 April 2021 onwards, confirmation statements, accounts and event‑driven filings would no longer benefit from automatic extensions; any deadlines landing after that date revert to the usual timetable. Regarding mortgage charges, where an...
What is the background to the temporary changes to the wrongful trading regime? The coronavirus ( COVID-19) outbreak, along with the lockdowns and social distancing measures mandated by the UK Government, has continued to inflict severe strain on numerous businesses and the wider economy. When the first national lockdown was declared in March 2020, the Government rolled out a range of legislative and financial measures aimed at supporting businesses and keeping large areas of the private sector going. As part of this programme of reform, the Corporate Insolvency and Governance Act 2020 ( CIGA 2020) received Royal Assent on 25 June 2020. For further guidance for restructuring and insolvency professionals, see: Coronavirus ( COVID-19)— Restructuring & Insolvency—overview. Directors of companies in financial distress face a host of practical and legal issues, including the possibility of personal liability. A major concern is exposure to wrongful trading claims under...
ARCHIVED: This archived Practice Note is no longer updated and is supplied solely for background and reference purposes only. What is the background to the changes? The coronavirus ( COVID-19) outbreak, together with the ensuing lockdowns and social distancing rules brought in by the UK government, has had a significant impact on companies and the wider economy. On 20 March 2020, ministers ordered the closure of businesses such as restaurants, pubs and leisure centres, and by 23 March 2020 a nationwide lockdown was in place, putting vast areas of the private sector into a deep freeze. Compulsory shutdowns have imperilled the finances of many once-viable firms, and for enterprises already under pressure they proved to be the final straw. To soften the economic fallout of coronavirus and keep the economy on basic life support, the government rolled out a suite of...
Coronavirus ( COVID-19)—impact on private M& A transactions [ Archived] ARCHIVED: This archived Practice Note examined how the coronavirus ( COVID-19) pandemic affected private M& A (share purchase or asset purchase) deals. It has not been revised since May 2022. Factors affecting deal activity For the duration of the coronavirus ( COVID-19) outbreak, many strands of corporate law will be influenced, shaping the work of legal practitioners and their clients. The effects on private M& A transactions are likely to extend beyond the pandemic’s immediate timeframe, given the wider repercussions for the economy and for individual businesses. Direct consequences arising from the pandemic include: financial viability of pursuing an acquisition—amid the economic turmoil and global shock, can buyers access the requisite funds to complete a private M& A deal? A prospective purchaser may prefer to preserve or strengthen cash reserves, rather than hunt for...
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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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