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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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What is a community interest company? A community interest company ( CIC) is a form of limited liability company created to carry on business for social aims or to benefit a community. CICs must meet ordinary UK company law obligations and are also overseen by additional rules to ensure their assets, income and profits are applied for the community they are set up to serve. A CIC is a social, profit-making enterprise. It is not a ‘not-for-profit’ organisation; it must generate profit to remain solvent, but those profits are committed to its community purpose rather than private gain. Legal framework The principal legislation governing CICs comprises: the Companies Act 2006 ( CA 2006) and subordinate legislation the Companies ( Audit, Investigations and Community Enterprise) Act 2004, Part 2 and Schedules 3 to 7 ( C( AICE) A 2004) the Community Interest Company...
One important way to classify loans is by how many lenders are involved. A facility with a single lender is a ‘bilateral loan’. Where more than one lender participates, it may be a ‘syndicated loan’ or a ‘club loan’. Multiple lenders can also participate indirectly through sub-participation. This Practice Note sets out the key features of bilateral loans, syndicated loans and club loans. Bilateral loans A bilateral loan involves just one lender. There may be a sole borrower or several obligors, that is, the borrower plus other group companies acting as guarantors and/or providing security. Such loans are commonly used for relatively small amounts and for simpler financing needs, for example a straightforward overdraft or a term loan. If a borrower seeks a larger sum, a single lender may be unable or unwilling to advance the full amount. In that situation, a...
This Practice Note outlines the provisions of the Companies Act 2006 ( CA 2006) concerning the absolute or conditional entrenchment of specified clauses in a company’s articles of association. It also addresses the relationship between entrenchment provisions and a variation of class rights. What are 'provisions for entrenchment'? The standard method for changing a company’s articles is by special resolution. Nonetheless, the articles may include entrenchment so that alteration is permitted only if defined conditions are satisfied or particular procedures are observed. Those conditions or procedures are called ‘provisions for entrenchment’. Any article that cannot be changed unless those requirements are met is an ‘entrenched provision’. As a rule, such requirements are drafted to be more stringent than those for passing a special resolution, raising the hurdle or imposing extra formalities before an amendment can be made, yet it remains impossible to render a...
This Practice Note is part of the Share purchase transaction collection. To implement every element of the deal, each share purchase will necessitate the preparation of certain ancillary documents (some of which will call for more negotiation than others). These supporting papers will either be produced by the corporate solicitor preparing the share purchase agreement ( SPA), or by a more junior team member. Some will be executed on exchange and others on completion (depending on whether those milestones occur at the same time). Ancillary documents include: loan note instrument (where a portion of the consideration is to be met by the buyer issuing loan notes) board minutes (the buyer, seller and target company must hold board meetings to approve various matters at completion, with the buyer and seller also holding board meetings at exchange to authorise entry into the...
Where a company has been struck off, an application can sometimes be made to the registrar of companies to reinstate it to the register through administrative restoration. This Practice Note sets out the restoration process by administrative restoration under the Companies Act 2006 ( CA 2006). Why restore a company to the register? Common reasons for using the administrative restoration procedure include: the company was still trading or otherwise in operation when the registrar struck it off the company held property at the time of strike-off and dissolution, which has now vested as bona vacantia What is administrative restoration? Introduced by the Companies Act 2006, administrative restoration offers a simpler way to place back on the register a company struck off under the registrar of companies’ powers, without the need to......
A non- UK buyer of a UK business (or one headquartered in the UK) should consider the following tax matters: the UK costs linked to the acquisition the tax-efficient return of profits to the non- UK buyer maximising the target’s UK tax efficiency a tax-efficient exit common structuring options to mitigate acquisition tax costs and optimise tax efficiency This Practice Note addresses each point in turn. For a summary of the principal non- UK tax issues in this context, see question 18 in the jurisdictional guide: Lexology Panoramic: Private M& A and Lexology Panoramic: Public M& A. Local tax advice will be required to consider those issues. UK costs associated with the acquisition of a UK business There are several potential UK tax costs to assess when a non- UK corporate buyer acquires a UK...
What is a debenture and when do you use one? Debentures feature widely in financing where the intention is to secure claims over the entirety of a company’s assets. They operate as an overarching instrument, bundling multiple forms of security across a wide spectrum of asset classes. What is a debenture? Within secured lending, a debenture is a security agreement granting interests over a broad array of the chargor’s assets as collateral, supporting either the chargor’s own liabilities or those of a third party. The term can also describe a document that creates or acknowledges indebtedness. This Practice Note examines debentures as security in the secured lending context. In particular, it addresses: the requisite formalities for a debenture the applicable legal principles the typical fixed security included in a debenture the floating security provided under a debenture how the security is...
Practice Note This Practice Note introduces employment lawyers to the due diligence exercise in which they act as advisers to a seller or a buyer before a share acquisition in a private limited company, or the purchase of a business and its assets (the target). It explains the aims of due diligence and how a typical review is run, covering auction sales and exceptions-only or high-level diligence, the interplay with disclosure, further aspects of auction processes, use of data rooms, timetables, and reporting. It also outlines the employment adviser’s responsibilities within the workflow, the categories of information commonly requested, and distils the key issues that a buyer’s or seller’s employment lawyer should assess carefully at the outset......
This Practice Note sets side by side and contrasts the attributes of the two most widely and frequently used deal structures for acquiring a UK public limited company (or any company subject to the City Code on Takeovers and Mergers ( Code), referred to as the Code), namely takeover offers and schemes of arrangement, and explores the principal distinctions between them. This Practice Note also contains a summary table: Key advantages and disadvantages of offers and schemes; for a fuller discussion of the pros and cons, from an offeror’s viewpoint, of completing a takeover via a scheme of arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages. Offers and schemes There are two core routes to carry out a takeover of a UK public company: by means of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 ( CA 2006) by...
A limited company may retain, or otherwise transact in, its own shares that it has repurchased in accordance with the Companies Act 2006 ( CA 2006), provided the specific conditions set out in CA 2006 are satisfied. These repurchased shares are described as being held in treasury, or as the company’s treasury shares. Alongside the CA 2006 provisions on share buybacks, additional rules and guidance apply where a listed company or an AIM company proposes to acquire its own shares (for the purposes of this Practice Note, references to a listed company mean a company with a listing of equity shares in the equity shares (commercial companies) category). In particular, a listed company must take account of the UK Listing Rules ( UKLRs) and the Disclosure Guidance and Transparency Rules ( DTRs)... An AIM company must also have regard to the AIM Rules for...
Certificated shares Company shares may exist in certificated or uncertificated form. Private companies and public companies that are not listed commonly hold shares with certificates, whereas shares in listed entities and AIM companies are generally maintained without certificates. This Practice Note addresses the legal framework and procedures for share certificates, which apply solely to certificated holdings. Shares are treated as certificated where both of the following apply: the company has produced a paper share certificate for the relevant shares, and the shareholder’s name appears in the company’s register of members An individual becomes a member only if they have consented to become one and their name has been entered in the register of members. Under the Companies Act 2006 ( CA 2006), every company limited by shares must maintain a register of members. That register must state each member’s name and address, the date they...
Share buybacks (purchase of own shares) A limited company can repurchase its own shares, provided the conditions in the Companies Act 2006 ( CA 2006) are satisfied. This is commonly described as a share buyback or a purchase of own shares. Alongside CA 2006, other regimes are relevant where the company is listed or on AIM. In particular, a listed company must consider the Listing Rules ( LRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules); however, those rules do not expressly address share buybacks, and AIM Regulation has confirmed that, in most situations, an AIM company following the LRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both listed and AIM companies may follow guidance issued by...
The framework for execution of documents under Scots law is set out in the Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) and the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule: contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) the creation, transfer, variation or termination of a real right in land an agreement between...
This guide outlines the rules and requirements for the execution of deeds across multiple international jurisdictions. A table offers a quick-reference overview and summary of the execution formalities for companies, individuals and partnerships in a range of countries. Further detail on each overseas jurisdiction listed in the table appears in the sections that follow, including any variations in limitation periods for claims under contracts made as a deed. Each section corresponds to the overseas jurisdictions shown in the table for reference. For the execution of contracts across jurisdictions, see Practice Note: Execution of contracts—jurisdictional guide. For electronic signatures in different jurisdictions, consult Practice Note: E-signatures—jurisdictional guide. For the formation of contracts across jurisdictions, refer to Practice Note: Contract formation—jurisdictional guide. For the execution of documents under Scots law, see Execution— Scotland—overview. Note that this is an introductory resource only; seek local advice from...
Electronic signatures This Practice Note sets out the legal position on electronic signatures—also called digital signatures, e‑signatures, E‑ Signatures, e Signatures, paperless signing or electronic document signing. It explains the categories of electronic signature and the technology used to generate digital signatures, including public key infrastructure ( PKI). It reviews key UK legislation such as the Electronic Communications Act 2000 ( ECA 2000) and the UK e IDAS Regulation, and outlines best practice for executing documents by electronic means. An electronic signature functions as the digital counterpart to a handwritten signature, connecting an individual with the contents of an electronic document. The Note focuses on the general law in England and Wales for commercial contracts in a business‑to‑business context. Readers should be aware that particular transactions may present distinct issues, for example due to laws applicable to consumers. For practical guidance on signing when one or more...
Employee benefit trusts ( EBTs) are a form of discretionary trust created primarily to allow companies to deliver shares, cash or other rewards to employees within the workforce. They are frequently used to underpin employee share plans and to promote broader employee share ownership. For broader background on EBTs, see Practice Note: What is an employee benefit trust? This Practice Note considers how private company sales can affect EBT share arrangements and the practical hurdles for businesses running them in practice. It explores the potential consequences for EBT-held shares where a private business is sold, and highlights key practical considerations for companies that operate such trusts. Note that further complications may emerge where share trading occurs on a PISCES. For more on this, see Practice Note: PISCES and share incentive arrangements in...
This Practice Note explores the role, function and significance of defined terms within an agreement context. It outlines those definitions most frequently found in documents relating to transactions, and considers the method that ought properly to be adopted when reviewing or preparing a contract that uses defined terminology. For wider guidance on boilerplate clauses generally, see Practice Note: The role of boilerplate. For general guidance on construing contracts, see Practice Note: Contract interpretation—rules of contract interpretation. The definitions and interpretation clause A common boilerplate provision is the definitions and interpretation clause, often treated as a standard component. It should gather every individual defined term contained in the agreement together with all provisions that govern the overall interpretation of the agreement and, where required, the meaning of particular expressions used in it as well. Typically, the defined terms and the...
Updated in October 2025 Introduction Brazil ranks fifth globally by land area (3,287,956 sq mi) and seventh by population (a little over 213,000,000). With a US$2.12trn economy, as projected by the International Monetary Fund for 2025, it places tenth worldwide by nominal GDP. As South America’s largest state and a leading participant in BRICS and the G20, Brazil occupies a pivotal position in the international economy. Its corporate landscape is constantly evolving, influenced by shifts in domestic policy, worldwide macroeconomic tides, and a sustained drive to build a more favourable setting for investment. Grasping these layered dynamics is essential to succeed, and this paper seeks to arm readers with the core understanding needed to approach the market with confidence, acknowledging both its core advantages and current hurdles. As a fast-moving emerging market, Brazil continues to draw strong global interest for its expansion prospects and...
Why is it necessary to perfect security? When a creditor takes security, it will be concerned with three issues: whether the security binds the security provider (ie whether it has been validly created)—see: Taking security—overview whether the security is enforceable against third parties whether the security has the intended priority over other creditors with competing interests in the same asset(s)—see: Priority of security—overview ‘ Perfecting security’ refers to the actions taken after the security is created to ensure it is enforceable against third parties such as creditors, liquidators and administrators. The expression is also used in a wider sense to cover steps that enhance or protect the creditor’s position, for example by obtaining a legal interest or ensuring the priority of its security......
ARCHIVED: This material was issued in 2015 and is no longer being updated. STOP PRESS: A major revamp of the UK listing regime took effect on 29 July 2024, including the abolition of the premium and standard listing segments and the introduction of a......
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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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