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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
Most recent Practice notes
ARCHIVED: This archived guidance, from March 2014, was issued by The Chartered Governance Institute ( CGI). It offers template wording for the companies’ articles of association concerning the payment of dividends. It is not kept up to date and serves solely as background information. The model wording......
ARCHIVED: This Practice Note has been archived and is not maintained This archived Practice Note is no longer updated. It recorded the status of UK primary legislation brought forward to prepare for the UK’s exit from the EU during the 2019 Parliament. The Early Parliamentary General Election Act 2019 obtained Royal Assent on 31 October 2019, setting a poll for 12 December 2019. Procedural rules provide that Parliament is dissolved just after midnight 25 working days before polling day. Accordingly, Parliament was dissolved on 6 November 2019, a mere three weeks and two days after the Queen’s Speech in October 2019. At that moment, all parliamentary activity, including every Bill then in train, ceased. Owing to the dissolution of the 2019 Parliament, the following Brexit Bill, which had not yet secured Royal Assent, lapsed: European Union ( Withdrawal Agreement) Bill 2019 For further reading on the...
ARCHIVED: This archived Practice Note outlined significant legal developments anticipated to affect corporate lawyers during 2015. It has not been revised since 2015. For new legal developments from January 2018 onwards, see Practice Note: Corporate horizon scanning—2018 and beyond. 2015 | January 2015 | February 2015 | March 2015 | April 2015 | May 2015 | June 2015 | July 2015 | August 2015 | September 2015 | October 2015 | November 2015 | December 2015 January 2015 Date Subject matter Development and Background Resources 1 January 2015 Takeovers— Miscellaneous amendments to the Takeover Code The revisions to the Takeover Code proposed in Panel consultation PCP 2014/1— Miscellaneous amendments to the Takeover Code—come into effect. On 16 July 2014, the Code Committee of the Takeover Panel launched a consultation on a range of detailed, varied amendments to provisions of the Code. The consultation closed on 12...
This archived guidance, from January 2015, issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) ( CGI), lays out......
Short guide to appointing a company secretary This concise overview outlines the steps to appoint a company secretary. For comprehensive, practical guidance covering legislation, case law and procedure, see: Practice Notes: Appointment of a company secretary and Company secretary—role, responsibilities and liabilities, and Flowchart: Appointment of a company secretary—flowchart. Check if the company is required to have a company secretary Only public companies are required by the Companies Act 2006 ( CA 2006) to appoint a company secretary. Private companies are not obliged under the CA 2006 to have one, although their articles of association may mandate an appointment, or they may elect to appoint a secretary even where it is not compulsory. Earlier statutory provisions applicable before April 2008 did oblige private companies to have a company secretary. For details on how those provisions may continue to affect private companies...
Background The Financial Reporting Council ( FRC) oversees corporate governance in the UK and, accordingly, is tasked with issuing and maintaining a single benchmark for good corporate governance practice, now titled the UK Corporate Governance Code (the Code), previously the Combined Code. Main ‘ Principles’ Supporting ‘ Provisions’, several being more prescriptive than the Principles The most recent iteration was issued by the FRC on 22 January 2024 (the 2024 Code) and made only modest adjustments to the edition released in 2018 (the 2018 Code). Its release followed an FRC consultation launched on 24 May 2023, which aligned with the legislative reforms set out in the government’s response to its May 2022 White Paper, Restoring Trust in Audit and Corporate Governance (for more details, see: Share Incentives weekly highlights—25 May 2023— Corporate governance). The consultation set out 18 proposed changes to the 2018 Code,...
This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection. To carry out fully every element of the acquisition strand of a private equity buyout, the deal will necessitate preparation of certain ancillary documents (some of which will call for more negotiation than others). Those ancillary papers will be produced either by the corporate lawyer responsible for drafting the share purchase agreement ( SPA), or by a more junior colleague too. Some will be executed on exchange and others at completion (depending on whether these milestones occur at exactly the same time). Ancillary documents may include: loan note instrument (where part of the consideration is to be satisfied through the issue of loan notes by the buyer) board minutes (each of the buyer, seller and target company will need to hold board meetings to approve various matters at...
This brief overview succinctly outlines the steps a company follows, in practice, when it adds, deletes or modifies its objects. For a fuller examination of the matters and procedures commonly involved in changing a company’s articles of association, refer to Practice Notes: A company’s constitution and Amending the articles of association for background and context. Objects of companies incorporated before 1 October 2009 Under the Companies Act 1985 ( CA 1985) and earlier regimes, companies had to set out their objectives in the memorandum of association document. Those stated aims, termed the objects clause, limited the company’s purpose, the sorts of business it could undertake in law and the contracts it was lawfully able to enter into. From 1 October 2009, when the Companies Act 2006 ( CA 2006) took effect, nearly all provisions in the memorandum of a pre‑existing company have, for...
ARCHIVED: This archived Practice Note reviewed the key themes of the Alternative Investment Fund Managers Directive ( AIFMD) and its application in the UK before the end of the Brexit implementation period at 11pm ( GMT) on 31 December 2020 ( IP completion day). For information on how the AIFMD applies in UK law after IP completion day, see Practice Notes: Impact of Brexit: AIFMD—quick guide [ Archived] and UK regulation of alternative investment fund managers—essentials... What is the AIFM Directive? The Alternative Investment Fund Managers Directive ( AIFMD) created a secure, harmonised EU framework for overseeing and supervising alternative investment funds, including private equity and venture capital funds. It seeks to promote greater transparency and stability in the operation of such funds by: tracking the risks that Alternative Investment Fund Managers ( AIFMs) pose to their investors,...
Resource Note This Resource Note summarises the key elements of Rules 27–38 of the AIM Rules for Companies ( AIM Rules). These cover subsequent securities issuances post-admission, language requirements, and the duties of the AIM company and its directors for compliance and continuing eligibility. It signposts pertinent materials, commentary and guidance from the London Stock Exchange ( LSE), alongside Lexis+® UK analysis and resources, to provide practical guidance on interpreting and applying Rules 27–38 of the AIM Rules herein for companies admitted to AIM......
This Resource Note summarises the principal elements of Rules 39 to 45 of the AIM Rules for Companies ( AIM Rules), namely nominated advisers, the upkeep of orderly markets, and sanctions and appeals. It signposts relevant materials, commentary and guidance from the London Stock Exchange ( LSE), alongside Lexis+® UK analysis and resources, to deliver practical direction on interpreting and applying Rules 39 to 45 of the AIM Rules. Material included in this Resource Note comprises: the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the regular publication issued by the AIM Regulation team AIM Notices, issued from time to time, containing information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library resources Setting the scene Rulebook: AIM Rules for Companies What it covers: Rule 39 addresses nominated advisers, Rules 40 and 41...
As part of an application for an initial admission to trading on AIM ( AIM admission), a thorough review is undertaken into the company’s financial and commercial standing, its prospects, and the risks inherent in its business. Due diligence for an AIM admission is typically broader and deeper than on an acquisition. In an acquisition, a buyer may tolerate certain matters because contractual protections apply; on an AIM admission such protections are absent, and the company, its directors and the nominated adviser (nomad) must comply with the AIM Rules for Companies ( AIM Rules) and the AIM Rules for Nominated Advisers ( Nomad Rules). In addition, the company and its directors may incur civil and criminal liability if any published information is inaccurate or misleading. See Practice Notes: Misleading statements under the Financial Services Act 2012 and Misleading impressions under the Financial Services Act...
This Resource Note distils the key elements of Rule 1 of the AIM Rules for Companies, centring on an AIM Company’s duty to appoint and keep a nominated adviser (a nomad) in place, and outlining the nomad’s function. It points to pertinent London Stock Exchange ( LSE) materials, together with Lexis+ UK analysis and resources, to offer practical guidance on interpreting and applying Rule 1. Materials referenced in this note include: The AIM Rules The AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the AIM Regulation team’s periodic publication AIM Notices, issued from time to time, containing updates on AIM regulatory and administrative matters Lexis+ UK and Lexis Library resources Setting the scene Rulebook: AIM Rules for Companies What it covers: Rule 1 requires an AIM Company to appoint a nomad and ensure a nomad is...
ARCHIVED: This content was published in 2022 and is not maintained. What does the Market Standards trend report cover? The evolving AGM: adapting to change The Market Standards trend report explores the distinctive range of hurdles and prospects confronting listed businesses across the 2022 AGM season timeframe. It assesses how environmental, social and governance ( ESG) considerations affect stakeholder and shareholder participation, emphasising the ways these factors shaped investor voting behaviour in the 2021 AGM season, and forecasts the themes businesses are likely to find leading the agenda during 2022, based on observed trends and outcomes. The report further explores options beyond the conventional in-person AGM format. It evaluates corporate approaches to hybrid meeting models and offers a digest of best-practice suggestions for organisations needing guidance and clarity on the fast-changing regulatory regime that supports and governs this space in practice. What are the highlights from the...
This Practice Note This Practice Note provides an overview of the legal framework, guidance and customary practice for running an annual general meeting ( AGM). It is intended for practitioners and company secretaries dealing with public companies whose equity is listed on the Main Market of London Stock Exchange plc (listed companies) and those with equity admitted to AIM ( AIM companies). For information on AGM notice obligations for a listed or AIM company, see Practice Note: AGMs—notice requirements for listed public companies. A public company must convene an AGM annually within six months beginning on the day following its accounting reference date. The Companies Act 2006 ( CA 2006) sets out the detailed rules for calling and conducting an AGM. Further obligations under CA 2006 apply where a public company is also a traded or quoted...
This Practice Note outlines the principal actions and matters a company must address and weigh up before beginning an application for an initial admission to trading on AIM, the market run by the London Stock Exchange ( LSE). Certain essential steps and considerations need to be undertaken by a company (company) ahead of starting the process of seeking an initial admission to trading on AIM ( AIM admission). Initial considerations The AIM admission timetable normally spans three to six months from the first all-parties meeting, and will demand a significant commitment of management time. Before embarking on this, it is vital that the company gives thoughtful consideration to: raising capital; improving liquidity in the company’s shares; enabling incentivisation of employees; raising the company’s profile. and whether this route is suitable for the company in its particular...
This concise overview explains the process for a company adopting new articles of association on incorporation, and later altering its articles (including replacing the current articles entirely). For fuller guidance on the issues and procedures around adopting and amending articles of association, see Practice Notes: A company’s constitution and Amending the articles of association. Articles adopted on incorporation Under the Companies Act 2006 ( CA 2006), every company must have articles of association. A new company can be formed either by completing Companies House form IN01 ( Application to register a company), tailored to the subscribers’ needs, or by buying an off‑the‑shelf company. Incorporation using form IN01 When form IN01 is used, subscribers must state at part 1, section A8 which type of articles will apply at incorporation: Where the relevant statutory model articles are adopted in full, no copy needs to be...
This brief note outlines the actions required to return a company to the register by using the administrative restoration route after it has been removed at the behest of the Registrar of Companies under the Companies Act 2006 ( CA 2006). For a full analysis of the legislation, case law and process on administrative restoration, see Practice Note: Company restoration—administrative restoration. For a practical step-by-step overview, see Flowchart: Company restoration—administrative restoration—flowchart. When to use the administrative restoration procedure You may use administrative restoration where the company was struck off on the Registrar’s initiative in accordance with CA 2006 (see Practice Note: The Registrar's powers to strike off a company for further detail). Compared with applying to the court, this route is generally more straightforward, faster and less costly, though the court process remains available even where the striking off was initiated by the...
Rule 144A has operated since April 1990. This Practice Note examines the key legal issues when assessing whether to add a so‑called ' Rule 144A tranche' to a company's Main Market initial public offer ( IPO). It also considers further points that arise when a company weighs up accessing the US market by offering and selling shares to 'qualified institutional buyers' as defined in Rule 144A in connection with its Main Market IPO. What is a Rule 144A tranche? There are several ways for a company to extend the initial admission of its securities to listing on the Official List of the Financial Conduct Authority ( FCA) and to trading on the main market for listed securities of the London Stock Exchange ( Main Market) (initial public offer or IPO) to investors in the US, eg by means of: a public offering in the US (a...
This Practice Note outlines the UK’s financial and trade sanctions framework created by the Sanctions and Anti- Money Laundering Act 2018 ( SAMLA 2018). Introduced to provide a resilient domestic system after Brexit, it allows the UK to impose a comprehensive range of sanctions to meet UN sanctions obligations, including: financial sanctions director disqualification sanctions immigration sanctions trade sanctions aircraft sanctions shipping sanctions other sanctions What is the background to the UK’s domestic sanctions regime? ‘ Sanctions’ describes a set of tools intended to create adverse effects for foreign states or designated persons (individuals or corporate entities) for specified aims—most often foreign policy, and sometimes counter-terrorism. These measures place prohibitions and obligations not only on the targets themselves, but also on third parties who trade with, or otherwise deal with, them. For detailed guidance, see Practice Note:...
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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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