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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 timetable for takeovers carried out as contractual offers. It addresses the 28-day ‘put up or shut up’ requirement under Rule 2.6, the Day 0 posting of the offer document, and the key milestones on Day 21, Day 39, Day 53 and Day 60 under the City Code on Takeovers and Mergers ( Code), alongside offer revisions and the effect of competing bids on timing. For illustrative schedules, see Timetable—recommended offer and Timetable—hostile offer. For a comparative schedule contrasting takeovers via offer and via scheme of arrangement, see Structuring a takeover: offers and schemes of arrangement—comparative timetables. Legal and regulatory framework Following an offeror’s announcement of a firm intention to make an offer ( Firm Intention Announcement), the timetable is governed by: the Code, subject to the Panel consenting to or directing modifications to the Code’s...
This Resource Note summarises the principal elements of Rule 17 of the City Code on Takeovers and Mergers (the Code) and signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to offer practical direction on interpreting and applying Rule 17. Materials addressed in this Resource Note include: detailed Notes accompanying the Code, which elaborate on how the Rules are intended to be implemented, plus Appendices dealing with particular issues Practice Statements issued by the Panel Executive (the body undertaking the day-to-day supervision of takeovers and regulation of the Code) ( Executive), providing informal guidance on the Executive’s usual interpretation and application of the Code Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response...
Dated January 2024, this guidance was issued by the Chartered Governance Institute (previously known as ICSA: The...
ARCHIVED: This archived guidance, from January 2014, was issued by The Chartered Governance Institute ( CGI). It outlines recommended best practice for the exercise of members’ rights by indirect investors under Part 9 of the......
ARCHIVED: This Practice Note is archived and no longer updated. It outlines the consequences of Brexit for European companies ( Societas Europaea, SEs) and European Economic Interest Groupings ( EEIGs). It also looks at the UK-specific forms, UK Societas and UK Economic Interest Groupings ( UKEIGs). The material is supplied purely as background information... At 11pm UK time on 31 January 2020 (exit day), the United Kingdom departed the European Union pursuant to a ratified Withdrawal Agreement between the UK and the EU. The EU now treats the UK as a ‘third country’, meaning it is not an EU Member State nor a member of the European Free Trade Association ( EFTA)... Throughout the implementation period, ending at 11pm UK time on 31 December 2020 (the IP completion day), the UK and the EU worked to negotiate and conclude an agreement to govern their future...
In banking transactions, guarantees are commonly used as collateral for debt. In that setting, they comprise a contractual arrangement under which one party (the guarantor) undertakes to be answerable for the liability of another (the principal) to a further party. They do not confer rights over property. In this sense, guarantees are characterised as quasi-security. This Practice Note considers: the key characteristics of guarantees how guarantees are used in financing transactions why lenders prefer documentation to include both a guarantee and an indemnity which obligations are commonly guaranteed in finance transactions—obligations under a specific transaction or ‘all moneys’? whose obligations are commonly guaranteed in finance transactions the use of limited guarantees the importance for lenders of understanding guarantor rights and protections This Practice Note does not deal with on demand guarantees (see Practice Note: On demand guarantees and...
This Practice Note forms part of a cross-border guide that examines essential aspects of creating specific business entities in global jurisdictions. Leading law firms within the Multilaw network respond to key questions on this subject. The guide outlines principal considerations when establishing a privately owned company in Australia. Current as at 13 January 2023. Author: Paul Kirton, Macpherson Kelley, a Multilaw member firm. Common entities Which form of entity is addressed in this questionnaire, and which other forms commonly used in this jurisdiction are covered elsewhere? This response concerns the privately owned company ( Pty Ltd Company). The trading trust is considered in a separate response. Identify other entity types that exist in your jurisdiction but are not addressed here at this time: Public...
ARCHIVED: This Practice Note has been archived and is now unmaintained. NOTE: With effect from 19 January 2026, the UK Prospectus Regulation was revoked, and a replacement framework for public offers of securities and the admission of securities to trading in the UK entered into force in its place nationwide with effect. Accordingly, this Practice Note is no longer maintained from 19 January 2026 with effect. For information on how the successor regime applies to employee share schemes, refer to Practice Note: The public offers of securities and prospectus regimes in the context of employee share plans. Introduction and legal framework As in many jurisdictions, the UK controls public offers of securities via a range of investor-protection measures, including requiring securities issuers to meet specified minimum disclosure standards set out in applicable rules therein. Unless an offer benefits from an exemption or otherwise sits beyond the public offer regime, the...
ARCHIVED: This Practice Note is archived and is not maintained. What does the Market Standards trend report cover? Trends in Equity Capital Markets 2021–2022 The Lexis+ UK Market Standards trend report explores the current dynamics of UK equity capital market activity in 2021. It reviews 124 IPOs (58 on the Main Market and 66 on AIM) and 192 secondary offers (84 on the Main Market and 108 on AIM) completed in 2021, setting these against transactions from 2018, 2019 and 2020 for context. The report delivers analysis and commentary on both established and developing trends, alongside insight into what we might see in 2022. Topics covered include: a four-year comparison of Main Market and AIM transaction volumes, market capitalisations and gross proceeds spotlights on standout 2021 deals, including Deliveroo’s £4.9bn dual-class share structure IPO, Wise’s pioneering direct listing, and the first SPAC to list under the new listing rules,...
ARCHIVED: This archived report analyses market patterns with regard to delistings from and...
ARCHIVED: This guidance is archived and no longer maintained. It exists solely as background information. Issued in July 2013, this guidance was created by The Chartered Governance Institute (formerly......
ARCHIVED: This retired guidance, from July 2013, was issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute)......
ARCHIVED: This archived guidance, from March 2013, was prepared by The Chartered Governance Institute ( CGI) at the behest of the 2020 Investor Stewardship Working Party, and was co-developed by companies and institutional investors. Its purpose is to enable sound engagement practices between companies and their shareholders, helping to foster long-term investment founded on higher levels of mutual trust. It is not updated and is provided for background only......
ARCHIVED: This report seeks to define for both executive and non-executive directors: how...
The City Code on Takeovers and Mergers ( Code) is the main framework setting rules for: the schedule, manner and exact substance of announcements made before and during a takeover bid the disclosure of shareholdings and dealings throughout an offer period (see Practice Note: Disclosure of interests and dealings in shares prior to and during a takeover) Practice Statement 20: Rule 2— Secrecy, possible offer announcements and pre-announcement responsibilities explains how the Takeover Panel ( Panel) typically both interprets and applies the provisions of Rule 2 of the Code regarding the need for secrecy beforehand, in practice, and the timing, content and scope of possible offer announcements, including the actions the Panel expects the parties involved in a potential offer and their advisers to take so as to help ensure they fully meet their responsibilities under Rule 2......
Unlawful payments—general position When a company goes into liquidation or administration, dealings concluded prior to the opening of the insolvency proceedings can be scrutinised by the liquidator or administrator and, where the conditions are met, set aside by the court. This presents a hazard for creditors, who may find themselves in the unenviable position of having to repay company monies despite being properly owed those sums, and thereafter fall to be an unsecured creditor for that amount in any subsequent liquidation or administration, seeking to secure a dividend alongside other unsecured creditors. In these circumstances, the causes of action available to an administrator or liquidator can include: transactions at an undervalue preferences transactions to defraud creditors property dispositions after the commencement of the winding up The prospect of these transactions subsequently being unwound is greater where the company is insolvent or verging on insolvency. This Practice Note will consider only...
This Practice Note outlines how a range of shareholder and corporate actions are executed in CREST, covering: voting on resolutions changes to share capital other corporate actions in CREST dividend payments and other distributions in CREST It does not include an introduction to CREST or to uncertificated securities, nor practical guidance on transferring shares in CREST. For information on those subjects, including an overview of the relevant terminology, see Practice Note: CREST and uncertificated shares—an introduction. Where an action in CREST involves transferring monies (whether dividends or other payments), the recipient in CREST is responsible for ensuring the cash memorandum account for the applicable currency is enabled by appointing an appropriate CREST settlement bank. If settlement fails because the account is not enabled, the registrar or receiving agent effecting the payment may cancel the instruction and either hold the funds pending an...
Choosing the joint venture vehicle A joint venture is not recognised in English law as a separate legal form. Rather, it is a commercial arrangement in which two or more parties agree to combine resources to deliver a defined project or other business activity. The term spans a wide range of scenarios, from structural solutions that establish or shift economic control of a legal entity—such as joint venture companies or partnerships—to non‑structural approaches, including contractual joint projects and informal, undocumented collaborations. A joint venture may be set up for a single initiative, a set timeframe, or as an ongoing business relationship. Parties considering a joint venture have several structural routes open to them, and the most suitable model will turn on their particular circumstances. Commonly used structures include: Corporate joint venture—creating a separate limited company in which each party holds shares Joint...
The Companies Act 2006 ( CA 2006) requires a company to: retain copies of directors’ service contracts make copies of directors’ service contracts available for inspection provide copies of directors’ service contracts to any member of the company on request For these provisions, the expression ‘director’ covers any individual occupying the office of director, whatever designation is used (ie, regardless of the formal title), and includes a shadow director. For other obligations that may apply to directors’ service contracts, see Practice Note: Directors’ long term service contracts. Companies whose equity shares are listed in the equity shares (commercial companies) category on the London Stock Exchange are subject to additional regulation concerning directors’ service contracts; for further details see Practice Note: Directors’ service contracts—listed companies. The Chartered Governance Institute has issued guidance on directors’ service contracts that addresses, among other things, the...
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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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