Featured documents
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:
Most recent Practice notes
This Practice Note should be read alongside Practice Note: Company names and business names, which summarises the legal requirements and restrictions governing company and business names. For information on the obligations to disclose a company’s name and other registration particulars at its premises, in its communications, and on business stationery and related documents, see Practice Note: Trading disclosures. Choosing a new company name Before taking any steps to change a company’s name, the company and its directors should confirm that the proposed name is permitted under the relevant legislation. The following set out the restrictions and requirements for company, limited liability partnership and business names: Companies Act 2006 ( CA 2006) The Company, Limited Liability Partnership and Business ( Names and Trading Disclosures) Regulations 2015 The Company, Limited Liability Partnership and Business Names ( Sensitive Words and...
It is a core principle of English company law that a limited company with a share capital must preserve that capital. Accordingly, a company is prohibited from reducing its capital except in ways permitted by statute and within the legal framework. The capital maintenance doctrine seeks to safeguard a company’s creditors by keeping the assets representing the company’s capital available to them for future claims and enforcement. The Companies Act 2006 ( CA 2006) sets out how a limited company may implement a reduction of capital. The CA 2006 restrictions on capital reductions do not extend to unlimited companies and therefore do not bind them. For details on that form of company, see Practice Note: Unlimited companies. This Practice Note concentrates on reductions of capital under CA 2006, Pt 17, Ch 10, with particular emphasis on those effected by special...
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline fundraising and markedly cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue, and in the UK reduce prospectus requirements accordingly. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note records the prospectus regime as it stood before 19 January 2026. It also outlines the cash box...
The Bribery Act 2010 ( BA 2010) criminalises: offering or giving a bribe to another person (active bribery) requesting, agreeing to receive, or accepting a bribe (passive bribery) bribing a foreign public official for a business or commercial organisation only, failing to prevent bribery The purpose of this Practice Note is to present a general overview of the active and passive bribery offences in BA 2010, ss 1 and 2, together with the offence of bribing a foreign public official under BA 2010, s 6; in essence, the giving or receiving of bribes. It does not include a synopsis of the corporate offence of failing to prevent bribery, which is dealt with in Practice Note: Failure to prevent bribery—the offence. This Practice Note should be considered alongside Practice Note: The Bribery Act 2010—an introductory guide. BA 2010 came into force on 1 July 2011. Conduct occurring prior to...
English company law recognises a core rule that a limited company with share capital must preserve that capital. Accordingly, a company must not reduce its capital other than as permitted by law. The rationale for this capital maintenance rule is to protect a company’s creditors by ensuring that the assets representing the company’s capital remain available to them for future recourse. Under the Companies Act 2006 ( CA 2006), a limited company with a share capital may reduce its capital by: redeeming its shares in accordance with the rights attached to them and CA 2006, Pt 18, Ch 3 purchasing its own shares in accordance with CA 2006, Pt 18, Ch 4, where that purchase is followed by a cancellation of those shares acquiring its own shares otherwise than for valuable consideration, or a purchase of own shares in pursuance of a court order referred to in CA 2006, s...
This Practice Note offers a concise introduction to security and addresses the following: what security is why lenders take security who may grant security which assets can be the subject of security what forms of security can be granted what perfection is and why perfecting security matters other steps a lender can take to improve its place in the order of priority In this Practice Note, the term ‘security provider’ means the person or entity that creates security over its assets. The term ‘secured party’ means the person or entity that benefits from that security. The secured party is commonly a lender under a loan, and this Practice Note proceeds on the basis that security is taken in connection with a lending transaction. Security, however, may support any form of...
Bona vacantia denotes ‘ownerless goods’. Under section 1012 of the Companies Act 2006 ( CA 2006), any assets not otherwise disposed of and still held by a company at the time of a company’s dissolution pass to the Crown as bona vacantia. This Practice Note examines the enforcement of security—whether by a mortgagee’s sale or by appointing a receiver—over property that has vested in the Crown bona vacantia, following dissolution. It addresses bona vacantia property, disclaimer, escheat, the role of the Crown/ Government Legal Department and the HM Land Registry’s guidance. It looks at these matters collectively and in an overview. How is a company struck off? Broadly, a company can be struck off the register of companies in two ways: voluntarily, on an application by the directors by the Registrar of Companies—the Registrar may strike off and dissolve companies the Registrar considers are not carrying on...
STOP PRESS The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. Part 1 of ECCTA 2023 comprises a significant suite of measures that bolster the function of Companies House and increase the transparency of UK corporate entities, furthering the openness of UK corporate bodies. The ECCTA 2023’s provisions will be introduced gradually over time, over an extended period. Numerous elements of the statute depend on detailed secondary legislation and guidance, alongside the development of fresh technical systems and tools to deliver the changes. For further details, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know and The Economic Crime and Corporate Transparency Act 2023—tracker. This Practice Note draws out the practical distinctions between legal entities in Scotland and those in England and Wales. It also addresses the legal...
ARCHIVED: This Practice Note is archived and no longer updated. A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity in commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other categories including shell companies, secondary listing and closed-ended investment funds. To deliver these reforms, the UK Listing Rules sourcebook was commenced and the prior Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note records the regime before 29 July 2024 and is kept for background reference. It examines the regulatory tests that previously applied where a company with what was then a standard or premium listing undertook, or intended to undertake, a significant transaction treated as a reverse...
Scope of restraint of trade clauses When a party exits a joint venture yet the venture’s operations carry on, those who stay may wish to stop the leaver exploiting insights and relationships gained while part of the venture. This can be achieved by adding a term to the joint venture agreement that bars the leaver from establishing a competing enterprise against the joint venture business. Ordinarily, such a provision is made up of several distinct elements, each addressing a specific restriction in detail......
This Practice Note sets out an outline of the Companies Act 2006 ( CA 2006) provisions for re-registering a private limited company as a public limited company (re-registration from private to public). It addresses: preliminary considerations possible reasons for re-registration the procedure for re-registering the legal effect of re-registration Re-registering a private unlimited company falls outside this Practice Note; see Practice Note: Re-registration of an unlimited company as limited for details. Summary of CA 2006 provisions Part 7 of CA 2006 governs the re-registration of a company as another type. CA 2006 permits a private company, whether limited or unlimited, to be re-registered as a public company limited by shares......
When a non- UK incorporated business sets up an establishment that carries on business in the United Kingdom, it may need to file its particulars with Companies House under the Companies Act 2006 ( CA 2006) and the Overseas Companies Regulations 2009 ( OC Regs). This Practice Note should be read alongside Practice Notes: Overseas companies in the UK—ongoing operation and Overseas companies in the UK—winding up, liquidation, insolvency and closure. Register of overseas entities holding property in the UK The process for registering an overseas company that conducts business in the UK is separate from the registration of overseas entities with interests in UK property, introduced in August 2022. For more on the register of overseas entities that own UK property created by the Economic Crime ( Transparency and Enforcement) Act 2022 ( EC( TE) A 2022), see Practice Notes: Register of overseas...
This Practice Note sets out how a limited company can redeem its redeemable shares. Companies must adhere to Part 18 of the Companies Act 2006 ( CA 2006) when both issuing redeemable shares and completing their redemption. Extra procedural steps apply to a redemption by: listed companies, which must comply with CA 2006 and the Listing Rules AIM companies, which must comply with CA 2006 and the AIM Rules for Companies For more on these additional requirements for listed and AIM companies, see Practice Note: Public company redemptions of shares—initial considerations. Preliminary considerations Before moving ahead with a redemption, a company should weigh a range of matters. For fuller guidance on these early considerations, see Practice Note: Private company redemptions of shares—initial considerations. Terms, conditions and manner of redemption A redemption must take place in the manner, and on the terms and...
Appointing a receiver offers creditors and certain other parties a means to safeguard their interests in a company’s assets. This note outlines the available forms of receivership and the key consequences of a receiver being appointed. For access to materials within the Receivership subtopic, refer to: Receiverships—overview. The following features apply across all receivership types: A company does not have to be insolvent to enter receivership Other creditors may still pursue claims despite a receiver being appointed During the receivership, the company’s dealings with property covered by the appointment are curtailed Receivership does not automatically lead to liquidation (the winding up of its affairs) Further points specific to particular receivership forms are outlined below. Law of Property Act ( LPA)/fixed charge receiver Under the Law of Property Act 1925 ( LPA 1925), a mortgagee may appoint an LPA...
This Practice Note outlines what constitutes a public to private ( P2P) deal and the relevant UK regulatory framework in brief. It also highlights particular matters a P2P can trigger under the City Code on Takeovers and Mergers (the Code) and addresses, among other things, directors’ duties. Public to private transactions Types of public to private transactions A public to private transaction (also referred to as a ' P2P' or a 'take-private' transaction) typically entails an offer for the entire issued share capital of a listed target company (the offeree) by a newly formed company established to act as the bidding vehicle ( Bidco), owned by a private equity firm and members of the offeree’s management team in tandem (the offeror). The offeree will ordinarily be de-listed (for example, from the Main Market or AIM) and ultimately re-registered as a private company. Generally, the private equity fund will take a...
The framework of the people with significant control ( PSC) regime The architecture of the people with significant control ( PSC) regime, first commencing on 6 April 2016, appears in Part 21A of the Companies Act 2006 ( CA 2006), as modified by sections 81–83 and Schedule 3 of the Small Business, Enterprise and Employment Act 2015, and by sections 44, 51 and Schedule 2 of the Economic Crime and Transparency Act 2023 ( ECCTA 2023). The PSC regime tackles opacity in corporate ownership, where historically records captured the legal holder but not always the beneficial holder of an entity’s shares. The PSC register supplies clearer, current details on who ultimately owns and controls companies and other bodies, and this data is publicly available via the central register maintained at Companies House. It aids prospective investors in evaluating whether to invest in a...
Capital maintenance rule Under English company law, a core principle is that a limited company with a share capital must preserve that capital intact. Accordingly, a company must not reduce its capital save as expressly permitted by statute. The capital maintenance doctrine is designed to safeguard a company’s creditors by ensuring that the assets representing its capital remain available for future recourse. The Companies Act 2006 ( CA 2006) sets out detailed provisions governing the ways in which a limited company may implement a reduction of capital. The restrictions in CA 2006 concerning reductions of capital have no application to unlimited companies. For further guidance on that type of company, see Practice Note: Unlimited companies. This Practice Note concentrates on reductions of capital under CA 2006, Pt 17, Ch 10, with particular emphasis on those effected by a special resolution supported by a...
Subordination Subordination is the reordering of claim priority against a debtor, whereby one creditor or a group (the junior creditor(s)) agrees that its debt will not be satisfied until liabilities owed to another creditor or group (the senior creditor(s)) have been paid. In effect, it changes the sequence in which creditors are repaid. This Practice Note explains: why subordination is adopted in particular finance transactions the two principal forms of subordination: contractual subordination, and structural subordination, and how insolvency affects subordination This Practice Note concentrates on the core principles for subordinating debt. Intercreditor agreements will typically address a broad range of matters, one of which is the subordination of junior debt. For fuller detail on how subordination provisions are included in, and drafted...
This Practice Note condenses the law, guidance and practical approach to executing simple contracts and deeds. It highlights the main distinctions between deeds and simple contracts, pinpoints those transactions that must be effected by deed, and outlines the execution formalities for both. It also covers the need for signature, use of counterparts, dating, smart legal contracts, virtual execution and electronic signatures. We have created a comprehensive, interactive collection to help users recognise and navigate the concepts and recurring issues that arise when executing documents. Each section or phase provides practical guidance, precedent-style clauses and Q& As relevant to that stage. For further information, see: Execution collection. Creating contracts A contract is a binding agreement that confers rights and imposes obligations on two or more parties. There is extensive case law on contract principles which is not examined in detail here. Put simply, for a...
Rule 19— Setting the scene This Resource Note summarises the key provisions of Rule 19 of The City Code on Takeovers and Mergers ( Code) and signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), alongside Lexis+® UK analysis and resources, to offer practical guidance on interpreting and applying Rule 19. Code and Lexis+® UK resources Detailed Notes to the Code ( Notes), expanding on the intended implementation of the Rules, and relevant Appendices addressing specific issues Practice Statements issued by the Panel Executive (the body undertaking the day-to-day takeover supervision and Code regulation) ( Executive), providing informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code...
Popular documents
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 ]...
Discover more from LexisNexis
