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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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Under the Bribery Act 2010 ( BA 2010) Giving or accepting a bribe constitutes a criminal offence under BA 2010. BA 2010 also sets out two specific offences aimed squarely at tackling commercial bribery: the bribing of a foreign public official a distinct corporate offence of failing to prevent bribery by the organisation A commercial organisation may commit the corporate offence in circumstances where an associated person pays a bribe intending to secure or keep business, or a business advantage, for the organisation—see Practice Notes: The Bribery Act 2010—an introductory guide and Failure to prevent bribery—the offence. An organisation can likewise incur criminal liability for a bribery offence committed by a senior manager of the organisation, provided that senior manager was acting within the scope of their authority—see Practice Notes: How to manage corporate criminal liability risks and How to identify and assess corporate criminal...
ARCHIVED This archived Practice Note is not being maintained and is supplied for background purposes only. It covers the original Coronavirus ( COVID-19) Job Retention Scheme ( CJRS), first unveiled by the government on 20 March 2020, which applied from 1 March to 30 June 2020. For information on: the extended CJRS operating between 1 May and 30 September 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived] the extended CJRS in effect from 1 November 2020 to 30 April 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 November 2020 to 30 April 2021) [ Archived] the revised CJRS running from 1 July to 31 October 2020, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 July to 31 October 2020) [ Archived] The CJRS was a temporary initiative, originally intended to run for three months from 1...
Family business culture Given the relatively high expense of sourcing and appointing senior staff, holding on to the right people with the right expertise is vital for any firm, and even more so for a family-run enterprise where hiring can be tougher than for rivals. Working in a family company brings upsides; research points to greater loyalty, satisfaction, flexibility and security. Yet drawbacks can appear, such as ambiguity, perceived unfairness, muddled accountability and family politics. The task is to bring in senior leaders who align with the culture and to ensure they are incentivised to remain and help grow the business. Therefore, a family business must shape recruitment and induction so they reflect its distinctive culture and complexity. Not every senior executive will thrive in a family setting, and cultural alignment may, in the end, matter as much as formal...
This tracker monitors key legislative and regulatory attention to developments in corporate reporting and audit on climate change and environmental sustainability in England and Wales... To follow EU developments in this field, see: EU environment tracker 2025—sustainability and ESG and EU ESG and sustainability—key developments tracker... Practice Notes CSR, ESG and human rights reporting and initiatives TCFD recommendations and other ESG reporting frameworks, standards and benchmarks [ Archived] Investor group guidance on environmental, social and governance ( ESG) issues The strategic report The directors' report Voluntary environmental, social and corporate governance ( ESG) reporting 2026 30 January 2026 — FCA — Consultation Paper CP26/5: Aligning listed issuers’ sustainability disclosures with international standards The FCA is consulting on aligning listed issuers’ sustainability disclosures with international standards. Building on the government’s draft UK SRS, CP26/5 invites views on replacing the current Task Force on...
This Practice Note summarises the principal proposals to overhaul the UK listing regime set out in Lord Hill’s report of 3 March 2021, and outlines how the government and the FCA are progressing those proposals. For more on changes to the listing and prospectus framework, see Practice Notes: Reform of the UK listing regime—fundamentals UK prospectus regime reform The public offers and admissions to trading regime ( POATRs)—fundamentals UK Secondary Capital Raising Review UK listing and prospectus regime reform—progress tracker —call for evidence On 19 November 2020, ahead of the end of the Brexit implementation period, HM Treasury opened a review of the UK listing regime to be led by Lord Hill, a former EU financial services commissioner. The process began with a Call for Evidence inviting market participants’ views on five core topics: free float...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. Extensive changes to the UK framework for public offers of securities and UK admissions to trading are now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. These reforms aim to streamline capital raising and markedly lessen the circumstances in which a company must publish an FCA approved prospectus for a subsequent share issue. For full details of the updates, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime that applied before 19 January 2026. This Practice Note examines the sponsor’s role under the UK listing regime for a...
This Resource Note summarises the principal provisions of Chapter 4 of the Disclosure Guidance and Transparency Rules ( DTR 4), which addresses the periodic financial reporting duties for an issuer whose transferable securities are admitted to trading on a UK regulated market. It signposts pertinent commentary, analysis and materials to support the interpretation of, and deliver practical guidance on the application of, DTR 4. Materials considered in this Resource Note include, where applicable: the Financial Conduct Authority ( FCA) Handbook FCA guidance in its Knowledge Base— Procedural notes and Technical notes (which amount to formal guidance and are binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA's newsletter List!, where still relevant to the interpretation or application of a...
Issued in May 2015, this guidance was created by The Chartered Governance Institute (formerly ICSA: The Governance Institute) ( CGI) to...
This Practice Note examines proposals to enhance the secondary capital raising process for already publicly traded companies, as set out in Mark Austin’s, published in July 2022, and considers how those proposals have since been taken forward. Background Lord Hill’s UK Listing Review, issued in March 2021, set out a series of recommendations to strengthen the UK’s appeal as an IPO venue and to optimise capital-raising processes for companies on UK markets. Among these was a recommendation to explore how to make further capital raising by listed companies more efficient. This was launched in October 2021, when HM Treasury appointed Mark Austin to lead an independent review of the UK’s secondary capital raising processes. Mark Austin chairs the Financial Conduct Authority’s ( FCA) Listing Authority Advisory Panel. As outlined in the government’s Terms of Reference, the review’s objective was to make...
This Resource Note summarises the key elements of Rules 2, 3, 4, 5 and 6 of the AIM Rules for Companies ( AIM Rules), which govern the process for seeking admission to trading on AIM. These provisions address pre-admission announcements, the admission document, circumstances allowing omissions from admission documents, and the mechanics of admission to AIM. The Note also flags essential materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to provide practical assistance on interpreting and applying Rules 2 to 6 of the AIM Rules... the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the periodic publication from the AIM Regulation team AIM Notices, issued periodically and containing information on AIM regulatory and administrative matters Lexis+® UK and...
This Resource Note summarises the key provisions of Rules 7, 8 and 9 of the AIM Rules for Companies ( AIM Rules), which set special requirements for certain AIM applicants. The provisions address lock-ins for new businesses, investing companies and other conditions. It highlights relevant materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to provide practical guidance on interpreting and applying Rules 7 to 9 of the AIM Rules. Materials referenced in this Resource Note include: the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the periodic publication from the AIM Regulation team AIM Notices, issued periodically, containing information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library resources Setting the scene Rulebook: AIM Rules for Companies and AIM Note for...
This Resource Note This Resource Note summarises the key provisions of Rules 10 and 11 of the AIM Rules for Companies ( AIM Rules), which concern the principles governing an AIM company’s disclosure of information and the release of price-sensitive information. It signposts pertinent materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to deliver practical support on interpreting and applying Rules 10 and 11 of the AIM Rules. Topics included in this Resource Note comprise: the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the regular publication issued by the AIM Regulation team AIM Notices, published from time to time, containing information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library resources ......
This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Every adviser appointed to carry out due diligence ought to flag principal findings as they emerge, particularly any significant risks or concerns, and then prepare a due diligence report to highlight material issues arising from their review work and analysis. The advisers’ engagement letters must clearly define the agreed timetable, format and scope of the due diligence report. Draft or interim reports can be produced and shared at intervals during the process, enabling material issues to be promptly addressed as they arise. Frequently, by the point the final report goes to the private equity investor, they will be aware of all material matters that could affect the transaction in question. The aim of a legal due diligence report is to: provide the investor with adequate information about the target and to...
Tracker overview This Disclosure Guidance and Transparency Rules ( DTR) tracker offers a synopsis of recent and proposed amendments to the provisions in the Disclosure Guidance and Transparency Rules Sourcebook, alongside connected legislative and regulatory developments, guidance and updates. It also includes links to consultation papers, policy statements, practical guidance and notices issued by the Financial Conduct Authority ( FCA) (and previously by the Financial Services Authority ( FSA)). Within this tracker, PRM denotes the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook, NSM denotes the National Storage Mechanism, and PIP denotes Primary Information Provider. Developments in 2026 27/03/2026 — FCA: Prospectus Rules ( Miscellaneous Amendments) Instrument 2026 ( FCA 2026/9); Handbook Notice 139, March 2026; Quarterly Consultation CP25/35 No 50, December 2025. Following Quarterly Consultation CP25/35, this instrument ( FCA 2026/9) introduced minor amendments to DTR 8 Annex 2R to create a new NSM...
This Resource Note summarises the key provisions in Chapter 5 of the Disclosure Guidance and Transparency Rules ( DTR 5). It addresses the reporting duties of holders and issuers of interests in voting rights in an issuer whose shares are admitted to trading on a regulated or prescribed market in the United Kingdom. It signposts relevant commentary, analysis and resources to aid interpretation and provide practical guidance on applying DTR 5. Setting the scene Where relevant, the materials referenced include: the Financial Conduct Authority ( FCA) Handbook FCA Guidance in the FCA Knowledge Base— Procedural notes and Technical notes (which constitute formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to interpreting or applying a...
This Practice Note examines the regulatory obligations that arise for a company admitted to the equity shares (commercial companies) category (also known as the commercial companies category) when it undertakes a transaction that amounts to a related party transaction under Chapter 8 of the UK Listing Rules, UKLR 8. In this Practice Note, a reference to a listed company means, for the purposes discussed here, a company listed in the commercial companies category. Provisions in the Companies Act 2006 ( CA 2006), the Disclosure Guidance and Transparency Rules ( DTR) and the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) may likewise be relevant and should be considered as appropriate where a listed company enters into a related party transaction. Notably, CA 2006 imposes controls on UK companies generally, including the rules on substantial property transactions between a company and a...
This Practice Note explores aspects of, and specifically, the government’s work on developing the UK Sustainability Reporting Standards. The UK government has pledged to establish a UK Sustainability Disclosure Requirements ( SDR) regime that consolidates new and existing sustainability reporting obligations for businesses, the financial sector and investment products. Its objective is a single, integrated framework of sustainability‑related disclosure requirements and metrics, so investors receive clear, comparable information to support their decision‑making. A key element of the UK SDR regime is the introduction of UK Sustainability Reporting Standards—reporting standards for use by certain UK companies and businesses to disclose sustainability‑related information. These standards emphasise sustainability‑related risks and opportunities. This Practice Note concentrates on the creation of the UK Sustainability Reporting Standards ( UK SRS) and proposals for transition plan disclosures. Within Greening Finance: A Roadmap to Sustainable Investing ( October 2021) ( Roadmap), the...
Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules ( DTR 2). Where relevant, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base— Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the...
This Resource Note signposts pertinent commentary, analysis and materials to help with interpreting, and to give practical direction on applying, Chapter 3 of the Disclosure Guidance and Transparency Rules ( DTR 3). Where appropriate, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural and Technical Notes (which are formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes, and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 3 provides guidance on certain notification duties of issuers, persons...
What is a rescue buyout? A company or business in a rescue scenario is typically facing potential financial strain, for example when it: has a short-term inability to meet its debts, or lacks capital or alternative finance to support medium to long-term development In private equity terms, following the 2007–2008 credit crunch, many funds actively sought to acquire troubled companies, with the intention of engineering turnarounds and folding them into their portfolios. This sort of distressed investment is counter-cyclical and can be a practical way to spread risk and balance exposure within a portfolio. By contrast, incumbent private equity investors backing distressed businesses could themselves become targets if a portfolio company moved into the ‘zone of insolvency’. The following types of company are commonly viewed as suitable for turnaround by private equity firms, in particular those that: need operational and financial...
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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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