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
Varying priority between security interests Competing security interests arise where multiple creditors hold security over the same asset or pool of assets. Establishing the order of priority between those interests dictates the sequence in which each secured creditor may claim against the charged property on enforcement or in an insolvency. If the enforcement proceeds are insufficient to discharge all secured debts in full, priority becomes crucial, as one or more creditors may not recover everything owed if the company cannot meet any shortfall from other assets. In such scenarios, occupying a higher-ranking position plainly offers significant benefits... Priority between security interests is set by general law, but the parties can alter that ranking by agreeing a contractual priority regime in a deed of priority or an intercreditor deed... What are the advantages of entering into a contractual priority...
Practice Note This Practice Note offers practical direction on how companies should execute documents after 6 April 2008 (being the date on which the pertinent provisions of the Companies Act 2006 ( CA 2006) took effect). It addresses the execution of deeds by companies, and the execution of simple contracts by and on behalf of companies. If advising on documents signed before 6 April 2008 (for instance, in a dispute), practitioners should consider the relevant provisions of the Companies Act 1985. Throughout, it is assumed the executing company is a private company subject to CA 2006 and that the document is in writing. For execution points relevant to other legal entities, see: Execution—overview. We have assembled a collection that serves as a comprehensive, interactive resource to help users identify and work through the concepts and common issues that arise when executing...
This Practice Note describes the criminal offences that are of most relevance to company directors, and: concentrates on offences an individual commits as a principal, rather than: secondary liability, eg aiding and abetting, and inchoate liability, eg acting as a conspirator is confined to the law of England and Wales The offences addressed are punishable by a fine, imprisonment, or both, as set out below. Please note that a subscription to Lexis+® UK Corporate Crime is required to view some of the Practice Notes cited. For offences committed in England and Wales before 12 March 2012, fines imposed by a magistrates' court (ie on summary conviction) were capped at £5,000, while there has never been a cap on fines in the Crown Court (ie on...
Submitting documents to Companies House might appear one of the simpler duties a corporate solicitor undertakes, yet absolute accuracy remains critical. Certain corporate steps only take effect once the relevant document is registered at Companies House (e.g. capital reductions or a change of company name), so executing the filing process properly is fundamental to the success of the deal. The moment a particular filing is made can be pivotal to a broader transaction, and if a document is lodged incorrectly, it may seriously disrupt the timetable for subsequent actions. Even minor mistakes can require refiling, introduce delay, and complicate approvals, so rigorous checks before submission are advisable for all parties involved at stake. Corporate transparency and register reform Corporate transparency reform The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. ECCTA 2023 will be...
Difference between service address and residential address Under the Companies Act 2006 ( CA 2006), it is crucial to distinguish an individual director’s service address from their residential address. A director’s residential address is treated as protected information by CA 2006 and cannot be used or revealed except as allowed, nor placed on the public register unless the director chooses it to double as their service address. By contrast, the service address is shown on the public register. Directors frequently list the company’s registered office as their service address; however, they may opt for their own residential address if they are content for that address to appear on the public register. Notifying Companies House of residential address On appointment, a director must provide Companies House with both their service address and their residential address, and must report any subsequent changes to either. A...
The Companies Act 2006 ( CA 2006) represents the most comprehensive overhaul of company law in over two decades. Its measures were introduced in stages across roughly three years, with the final elements commencing on 1 October 2009. For an exploration of the background to CA 2006 and the manner of its rollout, see Practice Note: Companies Act 2006—history and approach to implementation. Implementation of key provisions The principal commencement dates for CA 2006, together with the key provisions that started on those dates, are detailed in this Practice Note. It should be borne in mind that certain CA 2006 provisions are subject to transitional arrangements and savings, meaning they may not take immediate effect for every company on the date they commence (see Practice Note: Companies Act 2006—history and approach to implementation and Companies Act...
A company with a share capital can issue several classes of share, each carrying distinct rights. A company without a share capital may likewise have different classes of member with varying entitlements. The presence of multiple share classes or categories of member within a company may result in class rights arising. Where class rights exist, they may only be altered in the manner allowed by the Companies Act 2006 ( CA 2006). Different types of shares In a limited company that has share capital, every share must have a fixed nominal value (as mandated by CA 2006, s 542) and will generally be given a designation or name, for example ordinary shares of £1 each. The nominal (par) value is the fixed monetary figure by which a share is denominated and defines the shareholder’s liability to contribute to the company’s assets on a winding up. Any...
This Resource Note summarises the key features of Rule 2 of the City Code on Takeovers and Mergers (the Code), addressing strict confidentiality obligations ahead of any announcement and both the scheduling and substance of offer announcements. It signposts pertinent materials, commentary and guidance issued by the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK commentary and tools, to provide practical insight and guidance into interpreting and applying Rule 2. Materials referenced in this Resource Note comprise the following: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) ( Executive), which offer informal guidance on how the Executive usually interprets and applies the Code Panel Statements ( P/ S) and Panel Instruments issued by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code...
What is a cashless exercise of options? The term ‘cashless exercise’ of options, sometimes called a ‘cashless exercise facility’, describes a method for exercising share options on the basis of an undertaking by the option holder to settle the exercise price (and often any income tax and National Insurance contributions ( NICs) payable by the option holder on the exercise of the option) out of the sale proceeds of the shares obtained on exercise. This might involve selling all of the acquired shares, or disposing of only so many shares as are needed to meet the exercise price and, where relevant, any income tax and NICs due at that time. In essence, a cashless exercise facility lets the option holder exercise an option without having to provide the exercise costs themselves up-front, removing the need to fund those amounts in...
A core tenet of the City Code on Takeovers and Mergers (the Code) is that an offeror should declare a firm intention to make an offer only after thorough and responsible deliberation, and only where it has strong grounds to believe it can, and will continue to, implement the offer, including ensuring it can fulfil in full any cash consideration (the ‘certain funds’ or ‘certainty of funds’ concept). Under Rules 2.7(d) and 24.8, if an offer is made in cash or contains a cash element, both the announcement and the offer document must include confirmation from an appropriate third party—usually the offeror’s financial adviser—that resources are available to the offeror sufficient to satisfy full acceptance of the offer (a ‘cash confirmation’). This Practice Note reviews the certain funds principle and the related cash confirmation obligations in the Code, and considers a range of issues for the...
The nature and purpose of break fees Break fees typically exist to reimburse a party’s legal and professional outlay incurred through due diligence and negotiations when a deal ends. They can also act as a deterrent to behaviour that might unreasonably derail the process, encouraging both sides to keep talking, and discouraging steps that could prevent the transaction from moving forward at all or otherwise cause it to stall. The parties usually enter into a break fee agreement early in the sale process, commonly before the buyer begins its due diligence. Such provisions (also referred to as inducement, termination or broken deal fees) may appear in a stand-alone agreement or be set out within heads of terms. Types of break fees The most prevalent form of break fee arises where the target undertakes to pay the bidder a sum if a specified event happens and the...
The Companies Act 2006 ( CA 2006) The Companies Act 2006 ( CA 2006) addresses appointing an auditor to a private company ( CA 2006, ss 485–488) as well as to a public company ( CA 2006, ss 489–491). In addition, further rules concerning the appointment of an auditor may apply in certain circumstances, from time to time to a listed company, an AIM company, or a company with securities admitted to the AQSE Main Market, AQSE Growth Market or AQSE Trading (formerly NEX Exchange Main Board, NEX Exchange Growth Market and NEX Exchange Secondary Market), yet these fall outside the scope of this Practice Note. Where a fresh auditor is to be chosen in place of an outgoing auditor whose term of office has ended, or is due to end, see Practice Note: Failure to re-appoint an auditor. Regarding the terms of an...
Where a company produces annual accounts for a financial year, an audit is required unless an audit exemption applies. Qualifying subsidiary exemption from the requirement to audit accounts A subsidiary that meets specific criteria may claim an exemption from auditing its individual accounts for a given financial year. The necessary conditions are: it is a subsidiary undertaking its parent undertaking is constituted under the law of any part of the United Kingdom every member consents to the exemption for the financial year concerned its parent undertaking provides a guarantee for that financial year under section 479C of the Companies Act 2006, namely a statement guaranteeing all of the subsidiary’s outstanding liabilities at the end of the financial year until they are settled in full, which is enforceable against the parent by any person to whom the subsidiary is liable in respect of those...
This Practice Note outlines the steps to alter or update a company’s articles of association in line with the Companies Act 2006 ( CA 2006). Why amend the articles? There are numerous reasons a company may wish, or be required, to revise or adjust its articles of association......
This Practice Note summarises the law relating to the steps involved in preparing, identifying recipients and sending a notice of an annual general meeting ( AGM). It explains the required format and substance of notices, together with the statutory minimum timeframes for giving notice. Intended for practitioners and company secretaries alike, it applies to companies with equity shares on the Main Market of London Stock Exchange plc (listed companies) and to those with equity shares on AIM ( AIM companies), for whom the guidance is relevant. A public company is obliged to convene an AGM annually, within six months beginning the day after its accounting reference date. The Companies Act 2006 ( CA 2006) prescribes the detailed rules for calling and conducting an AGM, from convening through to holding the meeting. Where a public company is also a traded or quoted company, CA 2006...
STOP PRESS: On 29 July 2024, a significant overhaul of the UK listing framework took effect, which included scrapping the premium and standard segments and establishing a single listing category for equity shares in commercial companies. This commercial companies category is heavily disclosure-led and sits alongside other listing categories, such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement these changes, and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime prior to 29 July 2024. It relates to the admission of depositary receipts, commonly referred to as global depositary receipts ( GDRs), to listing on the Official List of the Financial Conduct Authority ( FCA) and to trading on the main market for...
Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note succinctly outlines the relevant rules and guidance concerning parties who are, or are deemed likely to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular, the note reviews the various relationships that may amount to acting in concert, the importance of concert parties for Rule 9 of the Code, and the disclosures required in connection with stakebuilding. Stakebuilding is not prohibited by the Code, but can carry significant implications. The effects of membership of a concert party will typically be engaged under Rules 4 ( Restrictions on dealings), 5 ( Timing restrictions on acquisitions), 6 ( Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 ( Disclosure of dealings and...
Trusts and trustees A trust can be created for many purposes and to pursue different aims. What virtually all trusts share, however, is the presence of a trustee, or a number of trustees (the trustee). The trustee’s principal role is to hold and administer the trust’s property. The scope of the trustee’s authority and duties is ordinarily described in a formal trust instrument, for example a trust deed (the trust deed). Read together with the general law, the trust deed will specify, among other matters: the trustee’s powers and obligations, and any restrictions on the trustee’s powers and obligations A trust that owns shares in a private company is most often structured as either a discretionary trust—through which different members of the immediate or wider family may receive benefits—or an employee trust in practice within private company...
Administration Administration is a process intended to give a company time to breathe, aiming either at rescue or restructuring, or at securing a better result for all creditors than liquidation wherever possible. The core statutory framework for administration sits in Section 8 and Schedule B1 of the Insolvency Act 1986 ( IA 1986), together with the Insolvency ( England and Wales) Rules 2016, IR 2016, SI 2016/1024 rr 3.1–3.70, which apply in tandem. An administrator, an insolvency practitioner appointed under IA 1986, takes control of the company’s business and assets to pursue one of the three statutory purposes of administration set out in IA 1986......
This Practice Note offers hands-on guidance on correctly executing simple contracts and deeds for general partnerships. For details on execution by limited liability partnerships, see Practice Note: Execution formalities—limited liability partnerships. For execution by limited partnerships, see Practice Note: Execution formalities—limited partnerships. We have assembled a comprehensive, interactive Execution collection to help users pinpoint and address the key concepts and recurring issues in document execution. Each stage features practical guidance, precedent clauses and Q& As tailored to that step. For more, see: Execution collection... Quick view The summary below outlines the core execution formalities for partnerships and indicates where the relevant precedent execution clauses are located. For fuller guidance, go to the document type via the links in the first column... Simple contracts Can be made: On behalf of the partnership. Executed by: The...
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
