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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 not maintained or updated. It examines how Brexit could affect businesses’ contractual rights and duties for a business, and explores what Brexit means for managing contract risk in advance of IP completion day. For further information and guidance on the impact of IP completion day on contracts and, more generally, on commercial law, see Practice Notes: What does IP completion day mean for contract clauses? and What does IP completion day mean for Commercial? The Note evaluates the effects of Brexit on companies’ contractual rights and obligations and addresses the ramifications of Brexit for contract risk management in practice. It offers practical step-by-step guidance on identifying contractual risk to businesses arising from Brexit and on conducting a Brexit risk-management contract audit and contract review process. See also: Brexit risk management: contract...
ARCHIVED: This Practice Note is archived and no longer maintained. It outlines the legal consequences for Scotland arising from the UK’s departure from the EU. Notably, these implications stem from the United Kingdom’s devolution arrangements, which allocate legislative and executive authority to the Scottish Parliament and the Scottish Government under the Scotland Act 1998 ( SA 1998), subsequently and progressively expanded—principally to increase legislative and taxation powers—by the Scotland Act 2012 ( SA 2012) and the Scotland Act 2016 ( SA 2016) (collectively, the Scotland Acts). For additional guidance on Brexit, see: Scotland collection. Scotland's constitutional arrangements The starting point remains that Scotland’s status within what is now the United Kingdom of Great Britain and Northern Ireland finds its constitutional basis in the Act of Union between Scotland and England. Although devolution has re-ordered aspects of internal governance, the UK’s character as a single and...
ARCHIVED: This Practice Note has been archived and is not maintained. The UK and EU’s tailored proposals for allocating jurisdiction in disputes will be a central concern for UK practitioners. This Practice Note examines how Brexit will influence the identification of jurisdiction and the interpretation of choice of court agreements on the UK’s exit from the EU. It first explains the present regime under Regulation ( EU) 1215/2012, Brussels I (recast). It then outlines the respective approaches of the UK and the EU and weighs the likely outcomes, so far as the current information permits. The Practice Note highlights issues that may surface when the UK leaves the EU. It also reviews alternative frameworks that may assist with jurisdiction determinations, namely the Hague Convention on Choice of Court Agreements and the Lugano Convention 2007. Finally, it addresses the drafting of a...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note explores how Brexit may affect the determination and settlement of disputes through mediation or other forms of Alternative Dispute Resolution ( ADR) when the UK leaves the EU. It reviews the current position: the Mediation Directive 2008/52/ EC, implemented in England and Wales by the Cross- Border Mediation ( EU Directive) Regulations 2011, SI 2011/1133; and the relevant ADR directive, European Directive 2013/11/ EU on ADR, which amends Regulation ( EC) 2006/2004 and Directive 2009/22/ EC. That latter directive was transposed into the law of England and Wales by the ADR for Consumer Disputes ( Competent Authorities) Regulations 2015, SI 2015/542. The note then summarises the respective positions of the UK and the EU, considers likely potential outcomes arising on the UK’s exit from the EU, and...
Updated in November 2025 Introduction This Practice Note outlines essential points a company should weigh before starting operations in Bolivia. In the 1990s, Bolivia—much like many nations—pursued a broad programme to privatise state enterprises and certain public services, introducing complementary legislation that encouraged significant foreign investment. This was especially evident across hydrocarbons, telecoms, railways, electricity, water provision and, to a lesser degree, mining. The new century began with public pushback and social unrest against these measures. In Cochabamba, privatising the water system alongside notable tariff rises sparked the so-called 'water war'. Civil and political opposition culminated in the cancellation of the concession held by a group of foreign investors. This, in turn, led to an international arbitration claim that was ultimately settled. A comparable episode followed with the water utility in the main city of La Paz. Resistance to...
Observing good practice in relation to the role, responsibilities, composition and evaluation of a company’s board of directors and its directors’ committees is an important aspect of corporate governance At the heart of the UK’s governance framework sits the UK Corporate Governance Code (the UKCG Code). The Financial Reporting Council ( FRC) oversees the Code and issues accompanying guidance. Under specified UK Listing Rules ( UKLRs), issuers with equity shares admitted to the equity shares (commercial companies) category, or to the closed-ended investment funds category, are required to apply the Code’s principles and either comply with each provision or explain non-compliance in their annual report and accounts. This must be set out in the annual report and accounts, identifying any departures and the reasons given. In practice, this is the familiar comply-or-explain model used across UK listings today. Beyond this, numerous other...
ARCHIVED: This archived guidance, from July 2017, was produced by The Chartered Governance Institute (formerly known as ICSA: The...
This Practice Note explores the processes by which directors call board meetings under model articles for private companies limited by shares and for public companies limited by shares ( Model Articles). It addresses issuing notice, what notices must contain, and who may attend and be present at board meetings. It reviews corporate governance expectations in the UK Corporate Governance ( UKCG) Code. For guidance on the scope of directors’ power and authority to take decisions, whether acting as the full board or through a committee, the duties directors must weigh when deciding, and group company decision-making, see Practice Note: Directors’ decision-making—power, authority and duties. For material on boardroom conduct, including the chair’s role, quorum and voting rules, disclosure of interests in dealings, consideration of board packs and discussion, see Practice Note: Directors’...
This Practice Note outlines the board evaluation process, covering what it entails, why it is undertaken, common issues and pitfalls, and the relevant requirements and guidance... The regulatory framework UK Corporate Governance Code The UK Corporate Governance Code ( UKCG Code), issued and overseen by the Financial Reporting Council ( FRC), sets the benchmark for good governance of companies with a listing of equity shares in the equity shares (commercial companies) category, whether incorporated in the UK or elsewhere, and includes a number of recommendations on the board evaluation process... The FRC’s Corporate Governance Code Guidance accompanies the UKCG Code. For general information on its application, aims and provisions, see Practice Note: The UK Corporate Governance Code... The UKCG Code advises premium listed companies to conduct a formal, rigorous annual review of the board, its committees, the chair and individual...
Issued in May 2022, guidance was prepared by The Chartered Governance Institute ( CGI), previously known as ICSA: The Governance Institute, to...
This Practice Note reviews best practice guidance on relations and engagement between listed companies and their shareholders. It provides coverage and interpretation of the UK Corporate Governance Code ( UKCG Code), overseen and maintained by the Financial Reporting Council ( FRC), together with: the FRC’s Stewardship Code the FRC’s 2018 Guidance on Board Effectiveness the guidance on enhancing stewardship dialogue issued by the Chartered Governance Institute ( CGI) the Stewardship and Voting Guidelines 2023 published by the Pensions and Lifetime Savings Association ( PLSA) the Shareholder Voting Guidelines (available to purchase from PIRC website) ( PIRC Guidelines) issued by Pensions & Investment Research Consultants Ltd ( PIRC) the 2024 Benchmark Policy Guidelines published by Glass Lewis This Practice Note also assesses the particular role each of the Chair, the senior independent director ( SID) and the non-executive directors ( NEDs) should play in shareholder relations and...
Share allotments are regulated by the Companies Act 2006 ( CA 2006). The applicable requirements differ according to the nature of the company proposing the allotment, and in each case depend on whether there is a single class of shares or multiple classes in issue. In addition to the relevant statutory provisions, any proposed allotment of shares within a company requires careful consideration of the following: the company’s articles of association; and whether the concept of authorised share capital remains pertinent to the company The concept of authorised share capital should not be confused with the separate obligation on public companies to maintain an authorised minimum allotted share capital; for guidance on this, see the section on Additional requirements for public companies in Practice Note: Incorporating a company. For more detailed information on share allotments across different company types, see Practice Notes: Allotment and issue of...
Updated in January 2025 Introduction Australia’s resilient economy, a talented multilingual labour force, favourable tax settings and a predictable political climate position it as a prime destination for overseas capital. Businesses also benefit from comparatively modest establishment costs, proximity to the Asia– Pacific, a dynamic finance industry, and a time zone bridging the United States market close and Europe’s opening. Before the global coronavirus ( COVID‑19) outbreak, Australia ranked among the quickest‑expanding economies in the Organisation for Economic Co‑operation and Development ( OECD). Relative to many OECD peers, it managed the immediate health and economic shocks of COVID‑19 effectively. As elsewhere in the OECD, though, the short‑run effects of domestic and international stimulus during the pandemic years—together with external influences such as the war in Ukraine and local issues including COVID‑19‑related construction backlogs—have driven stronger inflationary pressures in Australia and prompted a period of firm...
This Practice Note sets out the statutory framework in the Companies Act 2006 ( CA 2006) and related legislation covering how an auditor’s report must be filed, circulated and made public. For guidance on when an auditor’s report is required and what it should contain, see Practice Note: When to audit company accounts and the content of the auditor’s report. Additional regimes may govern audit obligations for a listed company, an AIM company, or an entity with securities admitted to the AQSE Main Market, AQSE Growth Market or AQSE Trading (previously NEX Exchange Main Board, NEX Exchange Growth Market and NEX Exchange Secondary Market); however, those lie beyond this Practice Note. Signing the auditor’s report The report must show the auditor’s name and bear a signature and date. If the auditor is an individual, that person must sign. If the auditor is a firm, the senior...
Background This Practice Note sets out the statutory framework under the Companies Act 2006 ( CA 2006) on removing or resigning an auditor, for financial years commencing on or after 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), which took effect on 1 October 2015, brought in a series of changes regarding auditors, including provisions covering an auditor’s removal or resignation. Those provisions apply to financial years beginning on or after 1 October 2015. For details of the statutory regime for financial years starting before 1 October 2015, see the archived Practice Note: —financial years beginning before 1 October 2015 [ Archived]. Beyond the statutory rules, additional requirements on the removal or resignation of an auditor may apply to a listed company, an AIM company, or a company with securities listed on the AQSE Main Market or AQSE...
Background This Practice Note outlines the statutory requirements in the Companies Act 2006 ( CA 2006) and other legislation that apply when a company fails to re-appoint an auditor. Section 18 and Schedule 5 of the Deregulation Act 2015, from 1 October 2015, introduced amendments relating to auditors, including provisions addressing a company’s failure to re-appoint an auditor. These provisions apply to financial years beginning on or after 1 October 2015. For information on the statutory regime for financial years commencing before 1 October 2015, see the archived Practice Note —financial years beginning before 1 October 2015 [ Archived]. For those earlier periods, the position is explained in that archived guidance. Further rules concerning the removal and resignation of an auditor may apply to a listed company, an AIM company, or a company with securities admitted to the AQSE Main Market or AQSE Growth Market...
Background There are statutory provisions on the notices and statements that must be given on an auditor ceasing to hold office. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), which came into force on 1 October 2015, introduced a number of changes in relation to auditors, which include the statutory provisions dealing with the notices and statements required on an auditor ceasing to hold office. The amendments have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, DA 2015 amended the Companies Act 2006 ( CA 2006) to make a distinction between public interest companies and non-public interest companies (each being treated slightly differently), rather than the distinction between quoted companies and unquoted companies (again, each being treated...
ARCHIVED : This archived Practice Note concerns a statement made by the auditor of a quoted company on vacating office for a financial year starting before 1 October 2015; see also the archived Practice Note: Audit authority and accounting authority notifications on an auditor ceasing to hold office—financial years beginning before 1 October 2015—quoted company [ Archived]. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), effective from 1 October 2015, introduced several revisions relating to auditors, including the statutory rules on the notices and statements required when an auditor leaves office. These revisions apply to financial years commencing on or after 1 October 2015. For the purposes of the required notices and statements on an auditor’s departure, the DA 2015 amended the Companies Act 2006 ( CA 2006) to differentiate between public interest companies and non-public interest...
STOP PRESS: A new version of the UK Corporate Governance Code ( UKCG Code) was published on 22 January 2024 (2024 UKCG Code). It introduces only limited amendments to the current UKCG Code, first released in 2018 (the 2018 UKCG Code). The 2024 UKCG Code takes effect for accounting periods starting on or after 1 January 2025, except Provision 29, concerning the requirement for a board declaration on internal controls, which applies to accounting periods commencing on or after 1 January 2026. In parallel, the supplementary best practice guidance to the 2018 UKCG Code has been unified into a single digital source to sit alongside the 2024 UKCG Code. For further details, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note sets out the principal provisions in Section 4 ( Audit, risk and internal control) of the UK...
Where a company or LLP prepares annual accounts for a financial year, an audit is required unless an exemption applies... Audit exemption for micro-entities A company or LLP that meets the micro-entity criteria may rely on the audit exemption in sections 477–479 of the Companies Act 2006 ( CA 2006), provided the relevant conditions are satisfied. For details of how a company or LLP qualifies as a micro-entity, see Practice Notes: The micro-entities regime and The micro-entities regime for LLPs... Audit exemption for small companies or LLPs A company or LLP that meets specified conditions may be exempt from auditing its individual accounts for a financial year. The relevant conditions are that: it qualifies as a small company or LLP in relation to that financial year (for details of how a company or LLP qualifies as small, see Practice Notes: The small companies regime and The small LLPs...
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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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