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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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Instruments of transfer Where a shareholder intends to move certificated shares in a company, they will generally be required to complete and sign an instrument of transfer as part of the process. This Practice Note considers the legal rules around instruments of transfer—namely, the form an instrument used to transfer certificated shares must take and when a stock transfer form is needed for a share transfer. Shares are held in certificated form where the company has issued, or ought to have issued, a physical share certificate for the holding. Shares are held in uncertificated form where they are maintained electronically; in that case, the company need not, and will not have, issued a physical certificate. For further detail on the distinction between certificated and uncertificated holdings, see Practice Note: Transfer of shares—law and procedure. The manner in which a share transfer takes effect...
Corporate transparency reform—intended repeal of Companies Act 2006, Part 8, Chapter 2A Through the Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015), the Companies Act 2006 ( CA 2006) was revised to allow private companies and limited liability partnerships ( LLPs) to place specified details on the registrar’s central register rather than keeping their own statutory registers. Schedule 5 to SBEEA 2015 introduced several amendments into CA 2006, most notably inserting a new CA 2006, Part 8, Chapter 2A. As part of its wider plan to further modernise Companies House significantly, the government brought forward the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023), which obtained Royal Assent on 26 October 2023. Certain key provisions took legal effect on 4 March 2024 via The Economic Crime and Corporate Transparency Act 2023 ( Commencement No. 2 and...
Capital reduction demergers Why a company may undertake a demerger, and the alternative ways such a split can be structured, are explained in Practice Notes: Demergers—an introduction to the tax issues and Demergers—an introduction for corporate lawyers. More detailed Practice Notes examine the tax implications associated with the main demerger routes, namely: statutory (or dividend) demergers, whether direct or indirect—see Practice Note: Statutory demergers liquidation demergers—see Practice Note: Liquidation demergers capital reduction demergers—the focus of this Practice Note In a capital reduction demerger, the top company of the target group reduces its capital; in consideration, the demerged business is moved to a new holding company, which then issues shares to the shareholders. Unlike a statutory demerger, a capital reduction demerger does not benefit from the specific tax reliefs available for exempt distributions. Even so, it can be implemented so that it does not give rise to tax...
Updated in December 2025 Introduction Canada offers a steady, reliable and broad-based economy. It is the fourteenth-largest globally by total GDP, has a banking sector regarded as among the safest worldwide, and ranks within the top four G20 nations for ease of starting and running a business. Over the past decade, rapid expansion has created a strong operating climate, marked by the G-7’s lowest net debt-to- GDP and its most pro-business tax regime. With advantages including swift, dependable access to the vast North American marketplace via the United States– Mexico– Canada Agreement ( CUSMA), modest operating costs and corporation tax, and a highly skilled, well-educated talent pool, Canada’s performance routinely surpasses that of many other industrialised economies. Businesses can be structured in several forms in Canada. This Practice Note sets out key issues a new business should weigh before commencing operations in Canada. It is not...
Internal rate of return ( IRR) Internal rate of return ( IRR) is the benchmark financial metric set by the British Private Equity & Venture Capital Association ( BVCA) for judging private equity outcomes and making comparisons across investments. IRR seeks to identify the break-even rate for an investment while recognising the time value of money, and is typically described as the discount rate that, when applied to a sequence of projected cashflows from a specific investment, results in the net present value of anticipated cash inflows (eg investments or loans to an investee company) being equal to the net present value of anticipated cash outflows (eg dividends or interest from the investee company or exit proceeds)... The formula 0 = P0 + P1/(1+IRR) + P2/(1+IRR)^2 + P3/(1+IRR)^3 + ... + Pn/(1+IRR)^n, where P0, P1, ... Pn represent the cashflows in periods 1, 2, ... n,...
This Practice Note sets out the principal stages of a buy-out, spanning the initiation of the sales process through to the syndication of the facilities. Commencing the sale process Once a seller chooses to dispose of a business, it commences the process by drafting an information memorandum ( IM) presenting comprehensive detail on the target company’s activities. This can include preparing a business plan in collaboration with management. The IM is then circulated to prospective purchasers. Before submitting an offer, a would-be buyer will typically: conduct preliminary due diligence on the target arrange debt finance to fund the acquisition secure the support of the current management team, or recruit and install a new team Where the sale proceeds by way of a management buy-out ( MBO), the management team will approach the seller with its...
A range of employment law questions emerges when a business plans a reorganisation. These matters are both legal and practical, and this Practice Note explores each, alongside guidance on managing how they interact. It assumes the enterprise remains at the same location but operates under a different structure, rather than closing or moving, where redundancy would be the main focus (for which, see Practice Note: Definition of redundancy). In practice, employers may at times take calculated gambles by shortcutting applicable legal procedures, perhaps to save time or through a measure of reverse‑engineering to deliver a preferred outcome. However, this Practice Note proceeds on the basis that the organisation intends to follow a legally compliant course, while also setting out the legal and employee relations risks of taking an alternative route. Initial considerations The reorganisation initiative should, from the outset, be treated as one that could be...
This Practice Note outlines what a business continuity plan ( BCP) involves, considers the requirements of industry standards concerning BCPs, and offers guidance on developing a BCP, including a Business Impact Analysis ( BIA). What is a BCP? A BCP is a written plan describing how the organisation will handle an adverse incident that could jeopardise the continuation of its operations. Purpose of the BCP The BCP is a vital component of the overall risk management framework for any organisation. It helps ensure the business can withstand a critical incident and that the organisation can meet its obligations to clients or customers, regulators and other stakeholders. The BCP pinpoints potential risks and/or disruptions to the business and records the organisation’s systems or procedures to: minimise the threat of harm to the business respond to a business...
Business angels A business angel, sometimes called an angel investor, is a wealthy individual who backs young, fast-growing private ventures with minimal or no trading record, acting solo or within a collective such as a network or syndicate. Angels bridge the equity funding gap that sits between start-up and seed money (often provided by founders and ‘family and friends’) and institutional venture capital. Angels can act independently or join networks and syndicates when making investments collectively too. This form of backing targets early-stage, high-growth opportunities where operating histories are limited. Companies seeking angel finance generally require between £10,000 and £500,000 (and at times considerably more), yet conventional funding is frequently unavailable. Banks typically insist on significant assets as security, and venture capital houses, though targeting high-growth firms, deploy larger sums in third or later rounds. For more detail on investment types and investor...
This Practice Note outlines the corporate criminal offence of failing to prevent bribery under section 7 of the Bribery Act 2010 ( BA 2010). It was the first economic crime offence to attach culpability to a company’s failure to stop an offence carried out on its behalf. See Practice Note: Corporate criminal liability. For background on the evolution of corporate criminal liability, see Practice Note: Corporate criminal liability reform—tracker. Corporate criminal liability for bribery—section 7 of the Bribery Act 2010 The failing to prevent bribery offence applies only to relevant commercial organisations ( RCOs), not to individuals. BA 2010 defines RCOs as: bodies incorporated, or partnerships formed, under the law of any part of the UK, that conduct business anywhere, i.e. within the UK or abroad bodies incorporated, or partnerships formed, anywhere that carry on any business in the UK Business includes a trade or...
ARCHIVED: This Practice Note is archived and is no longer maintained or updated. Level of uncertainty Following the UK's withdrawal from the EU on 31 January 2020, and the eleventh-hour trade agreement with the EU, businesses and plan administrators are evaluating how Brexit will influence different elements of share schemes across their organisations and operations. A positive development is that, with the arrival of the employee share scheme exemption under Regulation ( EU) 2017/1129, the Prospectus Regulation, the principal obstacle formerly facing companies offering share incentives has, in practice, fallen away. Nonetheless, several other facets of share plans, and how they are operated, will or could be touched by Brexit. Despite the trade deal, questions persist around financial services, which may affect administrators and other advisers. Some matters demand additional steps, including monitoring internationally mobile staff and making sure social security...
Status of the UK ARCHIVED: This Practice Note is archived and is no longer updated or maintained. From exit day (31 January 2020), the UK ceased to be a member of the EU. Nonetheless, under the Withdrawal Agreement, the UK moved into an implementation period, during which EU law continued to apply; during that time, it remained bound by EU law. Where Brexit SIs refer to exit day, they should generally be construed as referring to IP completion day (the end of the implementation period, defined in clause 39 as 31 December 2020 at 11.00 pm), unless the relevant SI expressly disapplies that reading. For more information, consult News Analyses: Brexit—impact of the Withdrawal Agreement and European Union ( Withdrawal Agreement) Act 2020 for R& I lawyers, and the Brexit Bulletin—key updates, research tips and resources......
This archived Practice Note looked at the impact of Brexit on the UK takeover regime. No updates have been made since May 2022. At 11pm ( GMT) on 31 January 2020 (exit day), the United Kingdom departed the European Union pursuant to a ratified Withdrawal Agreement concluded between the UK and the EU. From that moment, the EU treated the UK as a ‘third country’, ie a state that is neither an EU Member State nor part of the European Free Trade Association ( EFTA) at that time. Under the Withdrawal Agreement, during a transition period (known in the UK as the implementation period) after exit day, the UK was bound by existing and new EU law and remained subject to the jurisdiction of the Court of Justice of the European Union. However, it no longer belonged to the EU’s political...
At 11pm UK time on 31 January 2020 (exit day), the United Kingdom departed the European Union pursuant to a Withdrawal Agreement that had been duly ratified by both the UK and the EU. Throughout the implementation period—ending at 11pm UK time on 31 December 2020 and known as ‘ IP completion day’—the parties worked to settle terms for their future relationship. In readiness for Brexit, the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018) became law, repealing the European Communities Act 1972 ( ECA 1972) on exit day. The European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A 2020) was enacted to enable ratification and domestic implementation of the Withdrawal Agreement, and to provide for implementation of the EEA EFTA Separation Agreement and the Swiss Citizens’ Rights Agreement. EU( WA) A 2020 also amends EU( W) A 2018....
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note examines how Brexit affects the service of court papers within the EU when the UK leaves the EU. It reviews the present framework under Regulation ( EC) 1393/2007 (the Service Regulation), outlines the UK and EU stances respectively, and sketches probable scenarios on the basis of information available. It also looks at challenges that could surface on exit and the alternative regimes that might support service of judicial and extra-judicial documents within the EU when seeking to serve parties there. For insight into routes to a deal or no deal outcome, see the House of Commons Exiting the EU Committee report, The progress of the UK’s negotiations on EU withdrawal ( June to September 2018), paragraph [35], which includes a helpful...
ARCHIVED: This archived Practice Note outlines the sequence and principal milestones of Brexit, beginning with the referendum on the United Kingdom’s EU membership and running through to the UK’s entry into, and ratification of, a Withdrawal Agreement bringing that membership to a close. It reflects the position on 31 January 2020, is not updated, and is provided solely for background context. On 23 June 2016, the United Kingdom held a vote on EU membership; a majority supported the UK leaving the EU (a choice commonly termed Brexit). For further details, see News Analysis: Brexit: UK Article 50 TEU notification starts the clock—what happens now? On 29 March 2017, Theresa May MP, then the UK Prime Minister, issued formal notice of the UK’s intention to withdraw from the EU (ie to Brexit), thereby triggering the exit procedure under Article 50 of the Treaty on...
ARCHIVED : This Practice Note has been archived and is not maintained. It examines the impact of Brexit on contractual boilerplate provisions ahead of IP completion day. For information on the effect of IP completion day on boilerplate clauses, see Practice Note: What does IP completion day mean for contract clauses? The United Kingdom’s departure from the European Union on exit day, the implementation period, and the period thereafter each carry implications for the drafting, negotiation, and enforcement of contracts governed by English law. This Practice Note focuses specifically on the effect of Brexit on boilerplate clauses. ‘ Boilerplate’ refers to those provisions within an agreement that govern its operation and address legal points relevant to most transactions. Such terms are typically found at the beginning and the end of an agreement. Although often viewed as standard or...
Brexit—impact on private M& A transactions [ Archived] ARCHIVED: This archived Practice Note examined the anticipated impact of Brexit in the period before 11pm ( GMT) on 31 December 2020 ( IP completion day) on private M& A transactions, namely the sale and purchase of shares or the business/assets of a private limited company or an unlisted public limited company, carried out under a share purchase agreement ( SPA) or an asset purchase agreement ( APA). For details on how Brexit affected private M& A sale and purchase agreements after IP completion day, see Practice Note: Brexit— IP completion day impact on private M& A sale and purchase agreements [ Archived]. At 11pm UK time on 31 January 2020 (exit day), the United Kingdom left the European Union pursuant to a ratified Withdrawal Agreement between the UK and the EU. The EU now treats the UK as a...
ARCHIVED: This Practice Note has been archived and is not maintained. Key publications on possible implications for environmental law It is estimated that over 90% of environmental law stemmed from EU legislation, so Brexit’s impact on this area will be considerable. Multiple government departments, parliamentary committees, advisory bodies and independent parliamentary offices, together with academic institutions and environmental law associations, industry organisations and NGOs, as well as the European Commission, have investigated these potential effects, and this Practice Note points to several of the most important publications. Brexit impact: At 11 pm ( GMT) on 31 December 2020, the transition/implementation period that followed the UK’s withdrawal from the EU came to a close. From that moment—described in UK law as ‘ IP completion day’—principal transitional arrangements ended and substantial changes began to operate across the UK’s legal system. Any updates pertinent to this material will be provided below. For...
ARCHIVED: This archived Practice Note reviews how UK company law and regulation stood at different points in the Brexit process and the potential effects on corporate transactions. It reflects the position as at 31 December 2020 ( IP completion day). It is not maintained and is provided for background purposes only. On 23 June 2016, the United Kingdom held a referendum on EU membership, with a majority voting for the UK to leave the EU (commonly termed Brexit). For more information, see: LNB News 24/06/2016 1. Brexit collection and Practice Note: Brexit timeline. Implementing Brexit To give effect to Brexit, several procedural steps needed to be addressed. Reaching exit day On 29 March 2017, Theresa May MP, then the UK Prime Minister, gave formal notice of the UK's intention to withdraw from the EU (ie to Brexit), initiating the withdrawal process under Article 50 of the Treaty on...
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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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