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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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ARCHIVED: This Practice Note is archived and is no longer maintained Coronavirus ( COVID-19) Lawyers across the globe have been addressing shared concerns linked to the coronavirus ( COVID-19) outbreak. Several issues are especially pertinent for banking and finance practitioners. For additional detail and commentary, see Practice Note: Coronavirus ( COVID-19) implications for Banking & Finance lawyers, which is updated frequently with news, practical guidance and analysis on the impact of COVID-19 developments. This Practice Note sets out governmental and regulatory actions taken in response to the pandemic from a lending standpoint, the effects on facility agreements—viewed from both borrower and lender perspectives—and a series of practical considerations relating to executing transactions. We have compiled COVID-19 FAQs, bringing together common questions that may arise on lending deals during the crisis. We add to this list on a regular basis. To access the questions, see Practice Note:...
ARCHIVED: This Practice Note has been archived and is not maintained. Amid the coronavirus ( COVID-19) emergency, the government introduced a range of measures connected to the UK tax framework. For further information, see Practice Note: Coronavirus ( COVID-19)—tax implications [ Archived]. This Practice Note gives a high-level overview of how the pandemic influenced existing tax-advantaged share schemes and triggered updates to HMRC guidance and legislation. It also examines how companies approached underwater share options and performance conditions rendered unsuitable by the ensuing economic environment. These points are relevant to all share plans. The coronavirus job retention scheme ( CJRS) and the Job Support Scheme ( JSS) The Coronavirus Job Retention Scheme ( CJRS), first announced on 20 March 2020, supported UK employers with grants enabling them to continue paying up to 80% of salary not worked (capped at £2,500 per employee per month) for staff placed on...
ARCHIVED : This Practice Note has been archived and is not maintained. The government set out a series of actions in response to the coronavirus ( COVID-19) emergency. For more information, see the following Practice Notes: Coronavirus ( COVID-19)—tax implications [ Archived] Coronavirus ( COVID-19)—key issues for Corporate lawyers This Practice Note offers a high-level overview of how the coronavirus situation affected executive remuneration and monitors updates issued by the government and the principal institutional investor organisations. For wider coverage of the impact on share plans, refer to Practice Note: Coronavirus ( COVID-19) impact on share schemes. For broader background on the leading institutional investor bodies, see Practice Notes: Directors’ remuneration—institutional investor guidelines and Comparison of UK Corporate Governance remuneration principles. The coronavirus job retention scheme and the Job Support Scheme ( JSS) The Coronavirus Job Retention Scheme ( CJRS), first announced on 20 March 2020,...
STOP PRESS: On 26 October 2023, the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent. Its purpose is to bolster corporate openness in the UK, primarily through Companies House reforms and amendments to provisions within the Companies Act 2006. It further aims to modernise the regulatory framework for limited partnerships and confer stronger powers to combat economic crime. Implementation of ECCTA 2023 will be phased, with commencement dates staggered. Several measures commenced on 4 March 2024 and could affect this content. For more detail, refer to Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, especially the legislation and consultation tracker. This Practice Note summarises the Companies Act 2006 ( CA 2006) provisions concerning a company’s annual accounts and associated reports. The CA 2006 contains detailed rules and...
The Corporate Manslaughter and Corporate Homicide Act 2007 ( CMCHA 2007) CMCHA 2007 applies throughout the United Kingdom and establishes the offence of corporate manslaughter (referred to in Scotland as corporate homicide). This Practice Note addresses corporate manslaughter rather than corporate homicide, because certain provisions of CMCHA 2007 draw slight distinctions between the two offences. For a primer on the offence, see Practice Note: Corporate manslaughter—an introductory guide. Where the interests of justice so require, a prosecution may advance a charge of corporate manslaughter arising from a particular set of facts alongside, based on some or all of the same facts, an offence under any health and safety legislation. Equally, an organisation already convicted of corporate manslaughter in relation to specified circumstances may, if justice demands, face an additional charge under relevant health and safety legislation grounded on some or all of those...
The Corporate Manslaughter and Corporate Homicide Act 2007 ( CMCHA 2007) applies throughout the UK and, on 6 April 2008, brought in the offence of corporate manslaughter (referred to in Scotland as corporate homicide). This Practice Note focuses on corporate manslaughter rather than corporate homicide, as certain provisions of CMCHA 2007 treat the two offences differently. For a general overview, see Practice Note: Corporate manslaughter—an introductory guide, and for detailed analysis of the constituent elements, see Practice Note: Corporate manslaughter—the offence. Corporate manslaughter investigations Since its commencement, the offence has been deployed relatively infrequently; projections of 10–12 prosecutions each year have not been realised, though the number of matters progressing through the courts is rising. For data on convictions, see Practice Note: Corporate manslaughter—prosecutions tracker. The precise reasons for the limited volume of prosecutions are unclear, but are thought to stem from a mix of...
ARCHIVED: This Practice Note is archived and no longer maintained This case tracker sets out the current position and latest developments in key matters relevant to corporate practitioners where judgment was delivered, or is expected to be delivered, in 2023. It covers significant cases before the High Court, Court of Appeal and the Supreme Court. It is not intended to be a complete list of cases heard in 2023. This tracker is divided into two parts: Ongoing cases, i.e. those that remain subject to appeal Recent cases, arranged with the most recent first For the purposes of this tracker, CA 2006 refers to the Companies Act 2006 and FSMA 2000 refers to the Financial Services and Markets Act 2000. Ongoing cases Case Citation Next court Subject Status and background Further information Vald. Nielsen Holding A/ S v Baldorino [2019] EWHC 1926 ( Comm) Next court: Court of...
This case tracker outlines the present position and latest updates in significant matters of interest to corporate practitioners where judgment was delivered, or is expected, in 2019. It includes notable cases before the High Court, Court of Appeal, the Supreme Court and the Court of Justice of the European Union. It is not intended to serve as a comprehensive catalogue of all cases heard in 2019. The tracker is arranged in two sections: ongoing cases, ie those that are subject to appeal, and recent cases, listed with the most recent first Ongoing cases Case: United Company Rusal plc (a company incorporated in Jersey) v Crispian Investment Ltd (a company incorporated in Cyprus) and another Citation: [2018] EWHC 2415 ( Comm) Next court: Court of Appeal Subject:...
This case tracker presents the current status and the most recent developments in key cases of interest to corporate practitioners where judgment was handed down, or expected to be handed down, in 2018. It includes key matters before the High Court, Court of Appeal, the Supreme Court and the Court of Justice of the European Union. It is not intended to be a fully comprehensive list of 2018 cases. This tracker is divided into two parts as follows: ongoing cases, ie those that are subject to appeal, and recent cases, listed with the most recent first in time Ongoing cases Case: Frederick ( Appellants) v Positive Solutions ( Financial Services) Ltd ( Respondent) Citation: [2018] EWCA Civ 431 Court: Supreme Court ( UKSC 2018/0067) Subject: Tort—vicarious liability of a principal for an...
ARCHIVED: This archived Practice Note outlined key legal developments anticipated to affect corporate solicitors during 2014. It has not been updated since 2014. For new legal developments from January 2018 and beyond see Practice Note: Corporate horizon scanning—2018 and beyond. 2014 January 2014 February 2014 March 2014 April 2014 May 2014 June 2014 July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 January 2014 9 January 2014 — Equity capital markets— NEX Exchange. End of the grace period for issuers to comply with certain rules in the amended NEX Exchange Rules for Issuers. In the first half of 2013, NEX Exchange consulted on proposed changes to the framework of the NEX Exchange Growth Market, including amendments to the NEX Exchange Rules for Issuers and the NEX Exchange...
Articles of association and the joint venture agreement The principal documents required for a corporate joint venture are: the articles of association (articles) of the joint venture company ( JVC); and the joint venture agreement or the shareholders’ agreement ( JVA) Practice varies as to which provisions sit in the articles and which are captured in the JVA. Key differences between the articles and the JVA are outlined in the table below for ease of reference. Differences between the JVA and articles Publicity Articles: A publicly available document that must be filed at Companies House and accessible to the public. Joint venture agreement: The prevailing view is that the JVA need not be registered, provided it does not seek to amend the articles or cover matters for which the Companies Act 2006 requires a special resolution. Accordingly, do not...
Principal documents The key papers required when establishing a corporate joint venture are as follows: the articles of association (the 'articles') of the joint venture company ( JVC); and the joint venture agreement ( JVA) (often, and sometimes also, called a 'shareholders' agreement'). A shareholders' agreement operates under English common law as a commercial contract in nature and is not governed by any distinctive or special legal rules. The expression 'shareholders' agreement' may denote an informal—indeed, even an implied—arrangement between only certain shareholders in a company, as well as a highly detailed agreement regulating, for instance, the formation of a JVC. For a discussion of what is typically covered in the JVA and also in the JVC's articles, see Practice Note: Documenting the corporate joint venture......
This Practice Note pinpoints, from a practical standpoint, the first matters to assess when an intractable dispute arises between parties to a corporate joint venture (a joint venture company, or JVC), whether a 50-50 vehicle or one with majority and minority participants. Such disagreement can produce managerial deadlock within the JVC, activating the prescribed deadlock resolution procedures set out in the joint venture agreement ( JVA). In other instances, the issue may give rise to redress under the Companies Act 2006 ( CA 2006) or, potentially, a broader contractual remedy at common law. Scope of this Practice Note on corporate joint venture disputes Where the joint venture ( JV) relationship is constituted via a JVC, the primary documents to review when tackling any dispute or issue relating to the JVC are the JVA and the JVC’s articles of association. Although the substance of disputes may...
This archived Practice Note outlined the principal legal developments anticipated to influence the corporate governance framework during 2022 and beyond. It has not been revised since 2022. Please feel free to propose matters for inclusion in our horizon scanner via: Knowhow Lawyers Corporate@lexisnexis.co.uk. For a broader overview of significant developments expected to affect corporate lawyers in 2022 and thereafter, see Practice Note: Corporate horizon scanning—2022 and beyond. Mini-index January 2022 February 2022 April 2022 May 2022 June 2022 July 2022 August 2022 October 2022 November 2022 December 2022 No specific date in 2022 2023 and beyond January 2022 1 January 2022 — Climate-related disclosures for issuers of standard listed equity shares and global depositary receipts (excluding standard listed investment entities and shell companies). The FCA confirmed changes to the Listing Rules...
Practice Note summary This Practice Note condenses the principal legal changes anticipated to affect the corporate governance regime in 2023 and thereafter. It is monitored and refreshed during the year. You are welcome to propose topics for our horizon scanner at: Knowhow Lawyers Corporate@lexisnexis.co.uk. For an overview of wider developments likely to influence corporate lawyers in 2023 and beyond, see Practice Note: Corporate horizon scanning—2023 and beyond... Mini-index January 2023 February 2023 May 2023 June 2023 September 2023 December 2023 2024 and beyond January 2023 5 January 2023 — Corporate Sustainability Reporting Directive 2022/2464 takes effect. Application is staged, with the first reporting obligations applying to financial years starting on or after 1 January 2024. The CSRD updates and reinforces the Non- Financial Reporting Directive 2014/95/ EU, which amended the Accounting Directive 2013/34/ EU. The...
Practice Note This Practice Note outlines what a company within DTR 7.2 of the Disclosure Guidance and Transparency Rules ( DTR) must do to include a corporate governance statement in its annual financial report. It also examines the obligations under the UK Listing Rules ( UKLR) and the UK Corporate Governance Code ( UKCG Code) to provide corporate governance disclosures in the annual financial report. A company caught by DTR 7.2 must place a corporate governance statement in its directors’ report (which forms part of the annual financial report) and, where relevant, refer to the corporate governance code to which it is subject or that it has chosen to apply voluntarily. Under the UKLR, companies with equity shares listed in the equity shares (commercial companies) category (also referred to as the commercial companies category) and those with equity shares listed in the...
The corporate governance framework The UK Corporate Governance Code ( UKCG Code) is the leading framework for corporate governance in the UK. Under the Listing Rules and the Disclosure Guidance and Transparency Rules ( DTRs), the UKCG Code applies to UK and overseas companies with a premium listing of equity shares. It does not extend to a company admitted to trading on AIM (an AIM company). For further details on the UKCG Code, see Practice Note: The UK Corporate Governance Code......
This Practice Note summarises key UK legislative, regulatory and voluntary best practice resources on corporate social responsibility ( CSR), environmental, social and governance ( ESG), human rights reporting and related company initiatives. It also highlights core EU regimes that require sustainability and ESG disclosures. ESG and sustainability collection We have curated an ESG and sustainability collection to assist practitioners advising organisations on ESG and sustainability, bringing together content from several Lexis+® UK Practice Areas (subscription required). For more details, see: ESG and sustainability collection. Board briefing notes We have additionally prepared briefing notes for the board of a quoted company and for the board of an unquoted company (including an AIM company), summarising the key environmental reporting duties applicable to the business: Board briefing note—environmental reporting—quoted companies Board briefing note—environmental reporting—unquoted companies Defining CSR and ESG Corporate social responsibility ( CSR)—also called corporate...
Scope of this tracker This tracker covers the annual general meetings of FTSE 350 and AIM 50 companies that issued an AGM notice between 1 March and 31 May 2020 during the coronavirus pandemic, and has therefore now been archived. Two tables within this document record how the outbreak influenced preparations for the AGMs of FTSE 350 and AIM 50 entities that published an AGM notice between 1 March 2020 and 31 May 2020 in that period. For further analysis of the findings captured in the tracker, see Coronavirus ( COVID-19)—impact on the AGMs of FTSE 350 and AIM 50 companies (1 March 2020–31 May 2020). The tracker is no longer being updated at present. In October 2020, the FRC released a review of the different ways FTSE 350 companies conducted their 2020 AGMs following significant disruption caused by the pandemic. On 24...
Coronavirus ( COVID-19)—implications for Banking & Finance lawyers [ ARCHIVED] ARCHIVED: This Practice Note is archived and no longer maintained. It consolidates key coronavirus ( COVID-19) content published across Lexis®PSL for Banking & Finance lawyers, with regular updates covering news, practical guidance and analysis on COVID-19 developments and their impact. Force Majeure Execution of documents LIBOR General lending Leveraged finance Asset finance Project finance Real estate finance Trade and commodity finance Debt capital markets Derivatives Structured products and securitisation Financial services Restructuring Corporate Scotland International In addition, the Practice Note: Coronavirus ( COVID-19)— Banking & Finance frequently asked questions [ Archived] addresses common queries from Banking & Finance practitioners and collates key Lexis®PSL materials. Force Majeure 13 January 2021 — Force majeure arising from the coronavirus ( COVID-19) pandemic and notification injunctions ( Fibula Air Travel v Just- US Air): on an interim application, the court considered an injunction obliging Just- US Air to notify Fibula Air Travel......
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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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