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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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The UK Corporate Governance Code ( UKCG Code), issued and overseen by the Financial Reporting Council ( FRC), is the yardstick for effective governance of companies with equity shares listed in the equity shares (commercial companies) category. The UKCG Code requires these companies to create an audit committee and sets out recommendations covering its make-up, remit and duties. This Practice Note explores those obligations alongside other regulatory provisions and recognised best practice. For commentary, guidance, analysis and materials on the audit committee aspects of the UKCG Code, see Resource Note: UK Corporate Governance Code— Section 4— Audit, risk and internal control. Composition of the audit committee Role of the audit committee Responsibilities of the audit committee Regulatory framework UK Corporate Governance Code The UKCG Code applies to companies with a listing of equity shares in the equity shares...
Background From time to time, a party involved in a takeover may wish to release an asset valuation during the offer period, or may already have a valuation on file. The City Code on Takeovers and Mergers ( Code) acknowledges that shareholders may depend on such figures when deciding whether to accept or refuse an offer, and Rule 29 of the Code sets out how asset valuations must be dealt with during a takeover. Following an October 2018 consultation, the Takeover Panel ( Panel) issued a revised Code on 1 April 2019 that included amendments to Rule 29. These updates were intended to align more precisely with the Panel’s practice and to introduce a clearer, more coherent framework for the asset valuation regime. The 2019 amendments continue to underpin the current operation of Rule 29, and the framework outlined below mirrors the Panel’s present...
EHS questionnaire The buyer’s solicitors compile a legal due diligence questionnaire ( DDQ) in the preliminary or due diligence phase. In some transactions, responses are added to the seller’s data room. The legal DDQ should always include environment, health and safety ( EHS) questions. Even an office-based business will be subject to general EHS laws such as waste management duty of care, energy management and health and safety obligations. These enquiries can be tailored for the specific transaction or business type and added to legal DDQ or further enquiries......
This Practice Note summarises the principal environmental and health and safety ( EHS) considerations in an asset purchase transaction. The questions indicated can be treated as a checklist for: the seller’s solicitors assembling the data room; and the buyer’s lawyers assessing whether the EHS materials provided suit the nature of the business. See Practice Notes: Environmental due diligence—asset purchase and Environmental issues when selling a company or business. Contaminated land Where an asset deal includes land, the parties must decide how legal and contractual risk for onsite contamination and any offsite migration will be allocated. If the property is ‘sold with information’, the seller’s legal liabilities under the contaminated land regime ( Part IIA of the Environmental Protection Act 1990) will ordinarily move to the buyer. If the seller wants the cleanest possible break from contaminated land liabilities at completion, the asset purchase...
Asset purchase contracts commonly contain seller warranties and indemnities for the buyer’s benefit. Why we need warranties and indemnities From the outset, a buyer in any asset deal is governed by the maxim caveat emptor (let the buyer beware). The buyer will carry out due diligence on the target business to learn as much as possible before entering into the transaction, yet perfect knowledge is not achievable prior to completion. Consequently, the buyer cannot know exactly what is being acquired and must seek protection from the common law position by negotiating suitable contractual provisions in the form of warranties and indemnities. In the absence of warranties or indemnities, and unless the seller has made a misrepresentation during the course of negotiations, the buyer would have no recourse against the seller. Ultimately, warranties operate to allocate risk and liability between the seller and the buyer......
Legal requirements It is legally assumed that any non-domestic premises—and the shared areas of domestic buildings—finished before 2000 contain asbestos, so an asbestos survey is generally required. Under the Control of Asbestos Regulations 2012, SI 2012/632, the dutyholder must undertake a suitable and sufficient assessment to determine whether asbestos is present in non-domestic premises and in the common parts of domestic premises. A suitable and sufficient assessment is also required before any construction, maintenance, demolition, or other activity that could disturb asbestos is undertaken. What is a 'suitable and sufficient assessment'? According to the Approved Code of Practice and Guidance, paragraph 113, ‘everything that can reasonably be done must be done’ to establish the presence of asbestos. This means you should: systematically review all obtainable documentation about the premises carry out, so far as reasonably accessible, a comprehensive inspection of the interior and...
The legal technology landscape is changing at pace, spawning a fresh vocabulary of AI-related terms and expressions. For those who are not product developers or software engineers, it is useful to clarify what these phrases mean. This Practice Note is intended to help legal professionals gain a clearer grasp of key Artificial Intelligence ( AI) concepts. For further detail on the technology underpinning AI, see Practice Note: Artificial intelligence and machine learning—an introduction to the technology. The Basics Algorithm: a coded series of instructions within software that resolves a problem or executes a computation. Artificial Intelligence ( AI): computer software and systems capable of exhibiting human intelligence. They can learn, plan, reason, or handle natural language as they operate, rather than relying only on pre-programmed tasks; for example, speech recognition, computer vision, translation between natural languages, and other mappings of inputs. In the UK and EU,...
ARCHIVED: This Practice Note has been archived and is not maintained. The UK and EU’s particular proposals for addressing the enforcement of judgments across the EU will be a central concern for UK practitioners. This Practice Note examines how Brexit will affect the enforcement of court judgments in the EU once the UK leaves the bloc. It reviews the existing framework under Regulation ( EU) 1215/2012, Brussels I (recast), sets out the respective stances of the UK and the EU, and evaluates the probable outcomes based on the information currently available. The Note highlights issues that may arise upon the UK’s exit and points to regimes that could support the enforcement of court judgments, including the Hague Convention on Choice of Court Agreements and the Lugano Convention 2007. It provides a concise summary of the current position and the foreseeable scenarios for...
ARCHIVED : This archived Practice Note relates to a statement by an auditor of an unquoted company who is ceasing to hold office for financial years commencing before 1 October 2015; see also archived Practice Note: Company and Companies House notifications on an auditor ceasing to hold office—financial years beginning before 1 October 2015—unquoted company [ Archived]. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), which came into effect on 1 October 2015, introduced a series of changes concerning auditors, among other matters, including provisions addressing the notices and statements required when an auditor stops holding office. These provisions apply to financial years starting on or after 1 October 2015. For the purposes of the notices and statements required on an auditor’s departure from office, the DA 2015 amended the Companies Act 2006 ( CA 2006) to clearly...
This archived Resource Note summarises the key provisions of the iteration of Rule 12 of The City Code on Takeovers and Mergers (the Code) that applied to firm offers announced before 5 July 2021. It has not been updated since the Code was revised in July 2021. For details of the version of Rule 12 that applies to firm offers announced on or after 5 July 2021, see Resource Note: Takeover Code— Rule 12— Long-stop date. Materials covered in this Resource Note include: detailed notes to the Code ( Notes), expanding on how the Rules are intended to be implemented, together with relevant Appendices dealing with specific issues Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee relevant Lexis+® UK...
ARCHIVED: This Practice Note has been archived and is not maintained. STOP PRESS: The UK’s prospectus framework, once anchored in the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 ( POATRs). Detailed admission to trading requirements now reside in the Financial Conduct Authority ( FCA) admission rules. The FCA released its final rules ( PS25/9) on 15 July 2025, with the new regime taking effect on 19 January 2026. In October 2025, Primary Market Bulletin 58 outlined guidance on the timing and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For further information on the key elements of the POATRs relevant to debt capital markets, see: The UK Prospectus Regulation—essentials [ Archived]— Reform of the UK prospectus regime... UK Prospectus Regulation— Level 2...
ARCHIVED : This Practice Note has been archived and is not maintained. STOP PRESS: On 21 October 2025, within its Regulation Action Plan, the government stated it believed the Investment Association Public Register had fulfilled its role and accordingly asked the IA to wind it up. That day, the IA confirmed the register would cease to be updated, with its aims pursued instead via reporting against the UK Corporate Governance Code and continued stewardship work. Those objectives remain addressed through disclosure under the UK Corporate Governance Code and continuing stewardship activity by the IA. See: Policy paper— A new approach to ensure regulators and regulation support growth, and IA remarks on ending the Public Register. Accordingly, from that date this Practice Note is archived and is no longer maintained or revised. Evolution of the IA public register In November 2016, the Department for Business, Energy &...
Last updated July 2019 ARCHIVED — On 21 July 2019, the Prospectus Regulation Rules Instrument 2019 took effect, removing the Prospectus Rules and substituting them with the Prospectus Regulations Rules. For more, see: Prospectus Regulation Rules tracker Tracker overview This Prospectus Rules ( PR) tracker outlines recent and anticipated legislative and regulatory moves, alongside the latest updates affecting the PRs and material on prospectus publication requirements, the approval process and what a prospectus must contain. It also brings together consultation papers, policy statements, practical guidance and notices issued by the Financial Conduct Authority ( FCA) (the successor to the Financial Services Authority ( FSA)). Recent and future developments (2011 onwards) 21/07/2019 — FCA — Prospectus Regulation Rules Instrument 2019 (the Instrument): The Instrument commenced, removing provisions in the PR sourcebook, which are now replaced by those set out in the Prospectus...
ARCHIVED: This Practice Note has been archived and is not maintained. On 29 July 2024, a major overhaul of the UK listing framework took effect, abolishing the premium and standard segments and introducing a single category for equity shares of commercial companies, alongside additional categories defined by company and security type. To give effect to these reforms, a new UK Listing Rules sourcebook came into force to implement the changes, and the previous Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note describes the regime as it stood before 29 July 2024 and has been retained for reference purposes. The Listing Principles ( Listing Principles) and the Premium Listing Principles ( Premium Listing Principles) (together, the Principles) are set out in Chapter 7 of the Listing Rules ( LR) published by the...
ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK prospectus framework, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 ( POATRs), with detailed admission-to-trading requirements now contained in the Financial Conduct Authority ( FCA) admission rules. The FCA issued its final rules ( PS25/9) on 15 July 2025, and these rules took effect on 19 January 2026. In October 2025, the FCA released Primary Market Bulletin 58 which, among other matters, provided guidance on the timing and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For further information on the POATRs’ key elements relevant to the debt capital markets, see: Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and...
ARCHIVED : This archived Practice Note concerns a statement by an auditor of a quoted company on vacating office; see also the archived Practice Note: Company and Companies House notifications on an auditor ceasing to hold office—financial years commencing before 1 October 2015—quoted company [ Archived]. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), which took effect on 1 October 2015, introduced a series of changes relating to auditors, including the statutory rules that govern the notices and statements required when an auditor leaves office and what must be communicated and to whom. Those amendments apply to financial years starting on or after 1 October 2015. For the purposes of the notices and statements required on the cessation of an auditor’s appointment, DA 2015 amended the Companies Act 2006 ( CA 2006) to draw a line between public...
ARCHIVED: This Practice Note has been archived and is not maintained. Last updated July 2019. On 21 July 2019, the Prospectus Regulation ( EU) 2017/1129 came fully into force across EU member states, and the Prospectus Directive was repealed. The Regulation now determines when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. To implement this, the FCA aligned the FCA Handbook by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For more details, see Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived]. This note, together with related notes on the now repealed Prospectus Rules, has been preserved for reference, as its commentary may still apply to...
This archived Practice Note was previously included within the Corporate toolkit for public company takeovers. It covered how to declare an offer unconditional as to acceptances, addressing how the acceptance condition operates, how acceptances are counted, and what must be announced. Alongside the mechanics of the acceptance condition, it summarised how acceptances should be counted and what announcements were required under the applicable rules. It has not been updated following the Takeover Code’s July 2021 revision. Changes to the Code In March 2021 the Panel confirmed it would press ahead with amendments to the Code concerning the handling of offer conditions and the timetable for contractual offers. Among the revisions, the previous split between the deadline for satisfying the acceptance condition and the deadline for fulfilling or waiving the other offer conditions will disappear. Instead, the Code will require every condition to an offer to be met by Day...
ARCHIVED: This Practice Note has been archived and is not maintained. This archived note formerly outlined anticipated legal shifts likely to affect corporate lawyers in 2023 and now serves purely as background. Brexit-related changes remain ones to watch; use the Brexit legislation tracker for statutory instruments, and see the Brexit collection and Brexit timeline. For developments across other topics, consult: Corporate governance horizon scanning—2023 and beyond National Security and Investment Bill—progress tracker UK listing and prospectus regime reform—progress tracker SPAC tracker Dual class share structure tracker Listing Rules tracker Prospectus Regulation Rules tracker UK Prospectus Regulation tracker EU Prospectus Regulation tracker (2001–2020) Disclosure Guidance and Transparency Rules tracker Transparency Directive tracker [ Archived] Market Abuse Regulation—timeline Markets in Financial Instruments Directive ( Mi FID II) and Markets in Financial...
This archived Practice Note outlined the principal legal developments anticipated to affect the corporate governance framework in 2020. It has not been updated since that year. For a broader overview of key legal changes expected to influence corporate lawyers in 2021 and thereafter, see Practice Note: Corporate governance horizon scanning—2021 and beyond. Mini–index January 2020 February 2020 March/ April 2020 May 2020 June 2020 July 2020 September 2020 October 2020 No specific date in 2020 confirmed 2021 and beyond January 2020 1 January 2020: The revised Stewardship Code applies to reporting periods commencing on or after this date. The Financial Reporting Council ( FRC) issued the updated Code, setting robust expectations for those investing on behalf of UK savers and pensioners. It provides a clear yardstick for...
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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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