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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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This archived Practice Note set out the principal developments expected to influence the corporate governance landscape in 2017. It has not been updated since 2017. For legal changes from January 2018 onwards, see Practice Note: Corporate governance: horizon scanning—2018 and beyond. You are welcome to share suggestions for topics we should track at Knowhow Lawyers Corporate@lexisnexis.co.uk. Mini-index January 2017 February 2017 April 2017 May 2017 No specific date in 2017 confirmed January 2017 Non- Financial Reporting Directive 2014/95/ EU ( Reporting Directive): UK disclosure duties under the Reporting Directive apply to financial years commencing on or after 1 January 2017. The Directive amends the EU Accounting Directive 2013/34/ EU, adding reporting obligations for certain companies with more than 500 employees. Required disclosures cover company policies, environmental risks, social and workforce matters, respect for human rights,...
ARCHIVED: This Practice Note has been archived and is not maintained. On 29 July 2024, a substantial redesign of the UK listing regime took effect, removing the premium and standard listing segments and establishing a single listing category for equity shares in commercial companies. That commercial companies category is highly disclosure‑based and sits alongside other listing categories, namely the shell companies category, the secondary listing category and the closed‑ended investment fund category. To give effect to these changes, the UK Listing Rules sourcebook commenced, and the previous Listing Rules sourcebook was revoked. For additional detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note reflects the position before 29 July 2024 and is preserved for reference only. It brings together relevant commentary, analysis and resources to support interpretation and to offer practical guidance on applying Chapter 5 of the former Listing Rules that were in...
Materials ARCHIVED: This Practice Note is no longer maintained and has been archived. Last revised in July 2019. From 21 July 2019, EU member states applied the Prospectus Regulation ( EU) 2017/1129 in full, and the Prospectus Directive was revoked. It now determines when a prospectus must be published for public offers of securities in the UK, and for admissions to trading on a UK regulated market. To align the FCA Handbook with the Regulation, the FCA removed the Prospectus Rules in full and substituted them with the Prospectus Regulation Rules sourcebook. Further details are set out in Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived]. This note, together with other notes on the repealed Prospectus Rules, is kept for reference, as the commentary may continue to be relevant to equivalent...
ARCHIVED: This Practice Note is archived and not maintained. Last updated July 2019. From 21 July 2019, the Prospectus Regulation ( EU) 2017/1129 took full effect in EU member states and the Prospectus Directive was repealed. The Prospectus Regulation now sets out 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 UK regulated market. The FCA aligned the FCA Handbook with the Prospectus Regulation by removing the Prospectus Rules in their entirety and introducing the Prospectus Regulation Rules sourcebook. For more information 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 the commentary may still be relevant to...
ARCHIVED: This Practice Note is archived and no longer maintained. Last revised July 2019. From 21 July 2019, the Prospectus Regulation ( EU) 2017/1129 applied in full across EU member states and the Prospectus Directive was revoked. The Prospectus 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. The FCA brought the FCA Handbook into line with the Prospectus Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For further details see Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived]. This note, and related notes concerning the now repealed Prospectus Rules, have been kept for reference because the...
ARCHIVED: This Practice Note is archived and is no longer maintained. It charted the progress of UK primary legislation introduced as part of the legislative preparations for the UK’s exit from the EU during the 2017–19 Parliament. Following the prorogation of the 2017–19 Parliament on 8 October 2019, the Brexit Bills moving through Parliament that had not yet secured Royal Assent fell, namely: Agriculture Bill Financial Services ( Implementation of Legislation) Bill [ HL] Fisheries Bill Immigration and Social Security Co-ordination ( EU Withdrawal) Bill Trade Bill For further reading, see: Brexit Bulletin—key Bills fall away on prorogation of Parliament, LNB News 09/10/2019 64......
ARCHIVED: This archived tracker contains a summary of historic changes to provisions in the former Prospectus Regulation Rules sourcebook. Tracker overview This Prospectus Regulation Rules ( PRR) tracker outlines amendments to provisions in the PRR Sourcebook (now revoked), alongside connected legislative and regulatory changes, guidance and updates. It also provides links to consultation papers, policy statements, practical guidance and notices published by the Financial Conduct Authority ( FCA). Reforms to the UK prospectus regime took effect on 19 January 2026, as part of broader efforts to make it simpler for companies to raise capital in the UK and to lower costs when admitting securities to UK public markets. The UK Prospectus Regulation and the PRR sourcebook have been revoked. The rules for public offers of securities in the UK and for admissions of securities to trading in the UK are set out in the Public Offers and...
ARCHIVED: This archived tracker contains a summary of historic changes to provisions in the former Listing Rules sourcebook. Tracker overview This Listing Rules ( LR) tracker outlines past amendments to provisions in the former Listing Rules sourcebook, alongside related legislative and regulatory developments, guidance and updates. On 29 July 2024, the Listing Rules sourcebook was withdrawn and the UK Listing Rules sourcebook came into force. For a tracker that records changes to provisions in the UK Listing Rules sourcebook, see Practice Note: UK Listing Rules tracker. The tracker also provides links to consultation papers, policy statements, practical guidance and notices published by the Financial Conduct Authority ( FCA), and by the Financial Services Authority ( FSA) before it......
ARCHIVED: This Practice Note has been archived and is not maintained. A major restructuring of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is predominantly disclosure-based and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. To give effect to the reforms, the UK Listing Rules sourcebook came into force and the Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note reflects the regime as it stood before 29 July 2024 and has been retained for reference. It brings together relevant commentary, analysis and resources to assist with interpretation and to provide practical guidance on applying Chapter 6 of the former...
ARCHIVED: This archived Practice Note offers background reading on the Model Code and is provided for information only. Following the implementation of Regulation ( EU) 596/2014 ( Market Abuse Regulation), the FCA removed the Model Code. From 3 July 2016, the Chartered Governance Institute (previously called ICSA), alongside the GC100, the QCA and other market participants, issued a guidance note and a series of specimen dealing codes for use by listed and quoted companies. See the Market Abuse Regulation ( MAR) dealing code and policy documents on the Chartered Governance Institute website. This note outlines how the Model Code applied to share incentive issues and scenarios. Its objective was to deter manipulation of the market in a company’s shares by restricting when specified individuals—principally directors and senior executives of a listed company—could deal in that company’s securities. Listed companies were required either to adopt the Model Code or to...
ARCHIVED: This archived Practice Note provides information about the Data Protection and Digital Information Bill introduced to Parliament in March 2023. This bill did not obtain Royal Assent before Parliament was dissolved on 30 May 2024 and consequently dropped from the legislative agenda—see LNB News 29/05/2024 66 and News Analysis: General election announced for 4 July 2024. This Practice Note is supplied for context only and is not updated. For broader developments on data protection reform, see Practice Notes: The Data Protection Act 2018—timeline and UK e Privacy law reform—tracker. This Practice Note outlines principal elements of the Data Protection and Digital Information Bill as published on 6 December 2023 (the Bill), which would have amended: United Kingdom General Data Protection Regulation, Assimilated Regulation ( EU) 2016/679 ( UK GDPR) Data Protection Act 2018 ( DPA 2018) Privacy and...
ARCHIVED: This guidance, now archived, from July 2009, was issued by The Chartered Governance Institute (previously ICSA: The Governance Institute) ( CGI), regarding......
ARCHIVED: This Practice Note has been archived and is not maintained. A significant restructuring of the UK listing regime came into effect on 29 July 2024, removing the premium and standard listing segments and establishing a single listing category covering equity shares issued by commercial companies. That commercial companies category is highly disclosure-driven, and it operates alongside other categories, including shell companies, secondary listings, and closed-ended investment fund categories. To give effect to these changes, the UK Listing Rules sourcebook came into force, while the previous Listing Rules sourcebook was revoked. For further information and context, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note describes the regime as it stood before 29 July 2024 and is retained solely for reference purposes. It signposts relevant commentary, analysis and resources designed to help with interpreting, and to provide practical guidance on...
ARCHIVED This Practice Note is archived and is no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. That commercial companies category is strongly disclosure-led and sits beside other categories, including the shell companies, secondary listing and closed ended investment fund categories. To implement these reforms, the UK Listing Rules sourcebook came into force and the previous Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note summarises the regime as it stood before 29 July 2024 and has been kept for reference. It brings together relevant materials, commentary, analysis and resources to aid interpretation of, and deliver practical guidance on, Chapter 9 of the former Listing Rules that...
ARCHIVED: This guidance, archived, dates to July 2003 and was updated in 2013, issued by The Chartered Governance Institute (formerly ICSA: The Governance Institute) ( CGI) in partnership with a......
ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data Protection Act 1998 ( DPA 1998). This Practice Note is for background purposes only and is not kept up to date. Under the DPA 1998, data controllers handling personal data must observe the following eight principles: Principle 1: personal data must be processed fairly and lawfully Principle 2: personal data must be collected only for specified and lawful purposes Principle 3: personal data must be adequate, relevant, and not excessive Principle 4: personal data must be accurate and maintained up to date Principle 5: personal data must not be retained longer than necessary Principle 6: personal data must be processed in line with the rights of data subjects Principle 7: safeguards must exist against...
ARCHIVED: This archived guidance note, dated November 2017, was issued by The Chartered Governance Institute ( CGI) to set out an overview of the legal context, plus the strategic and practical considerations prompted by the General Data Protection Regulation, Regulation ( EU) 2016/679 ( EU GDPR), before it took effect. It is not being maintained and is supplied for background reference only. The EU GDPR became directly applicable and fully enforceable in all EU Member States from 25 May 2018. It brought significant changes to EU data protection law regulating the processing of personal data and,......
ARCHIVED: This guidance, now archived, from October 2004, was issued by The Chartered Governance Institute (previously ICSA: The Governance Institute) ( CGI), examines......
ARCHIVED: This archived guidance, from March 2008, was issued by The Chartered Governance Institute ( CGI). It offers a concise reference indicating what at that time comprised......
ARCHIVED: This archived guidance, dated November 2008, was issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute)......
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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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