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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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The gender pay gap reporting obligations are set out in the following pieces of legislation: Equality Act 2010 ( Gender Pay Gap Information) Regulations 2017 ( Private Sector Regulations), SI 2017/172, which apply to the private and voluntary sector and to public sector employers not covered by the public sector regulations Equality Act 2010 ( Specific Duties and Public Authorities) Regulations 2017 ( Public Sector Regulations), SI 2017/353, which apply to most public sector employers This Practice Note offers a summary of the essential points employers should know about both sets of regulations (together called in this Practice Note the Regulations) and considers their provisions in greater detail. The main emphasis is on how the gender pay gap reporting duties operate for private and voluntary sector employers, while also outlining the distinctions that apply to gender pay gap reporting by public...
ARCHIVED: This Practice Note has been archived and is not maintained. Last updated March 2021 Tracker overview This Transparency Directive tracker sets out recent legislative and regulatory changes relating to the TD, alongside relevant background materials and subsequent amending and implementing measures from 2001 to the present. It also covers Q& As, recommendations and technical advice issued by ESMA (which succeeded CESR). A list of abbreviations for the tracker is available here. This Practice Note is split into the following sections: Key documents and abbreviations Recent and future developments (2015 onwards) Review and further implementation of the TD (2010–2014) Implementation of the TD (2004–2010) Development of the TD (2001–2004) The TDAD (as adopted), which amended the TD (as adopted), had an implementation deadline of 26 November 2015. For further details, see Recent and future developments (2015 onwards) below. Key documents and abbreviations The following are key materials regarding the...
With appreciation to other contributors from Squire Patton Boggs offices across its global network. Cross-border JVs There is no single, universal approach to structuring cross-border joint ventures ( JVs) (ie where one or more JV participants are based outside the UK and intend to establish a JV outside the UK). The provisions of any contract must ultimately set out the parties’ commercial arrangement. However, many of the legal points highlighted in this and the related Practice Notes: Cross-border joint ventures—initial considerations, Cross-border joint ventures—management and control, and Cross-border joint ventures—termination may influence the choice of jurisdiction for the JV vehicle, as well as the commercial bargain itself, and should therefore be assessed as early as possible to give the JV the best chance of success. Even if a joint venture agreement ( JVA) uses a familiar governing law, such as English law, creating a...
This Practice Note proceeds on the basis that: the joint venture’s chosen vehicle is a private limited liability company no shareholder in the joint venture company ( JVC) is a listed company the JVC’s board comprises natural persons Directors' duties Directors owe a range of obligations to their companies. In some circumstances, they may also face liability to others under statute or the common law. Traditionally, many core obligations were fiduciary. The principal court-developed duties are now codified in sections 171–177 of the Companies Act 2006 ( CA 2006). For a summary of the scope of these statutory general duties, refer to Practice Note: Directors' duties—fundamentals. Although a JVC director owes the same duties to the JVC as any director owes to a non- JVC company, certain duties take on special significance or application for JVC directors, including: the obligation to promote the company’s success for the...
The Financial Services and Markets Act 2000 ( FSMA 2000) is the primary statute overseeing the UK financial services industry and the regulation of securities and investments, and it carries various implications for running employee incentive arrangements. FSMA 2000 is bolstered by a wide suite of further statutory instruments, rules and guidance issued by the Financial Conduct Authority ( FCA) and the Prudential Regulation Authority ( PRA). This Practice Note sets out the impact of FSMA 2000 on employee incentive arrangements and highlights key considerations that employers must address when inviting employees in the UK to participate in such incentives. FSMA 2000 FSMA 2000 regulates securities and investments in the UK to protect consumers, uphold and strengthen the integrity of the financial system, and foster effective competition within the financial services sector. It achieves this by banning and limiting a wide range of...
STOP PRESS: This Practice Note cites a previous iteration of the UK Corporate Governance Code, not the latest edition issued on 22 January 2024. For more details, see Practice Note: The UK Corporate Governance Code. In the wake of the 2007–2008 worldwide financial turmoil, significant debate arose over the type and calibre of disclosures companies give investors about their financial health and capacity to endure pressures in the short to medium term. Consequently, the Financial Reporting Council ( FRC) commissioned an inquiry chaired by Lord Sharman (the Sharman Inquiry), commencing in March 2011. The FRC’s objectives in initiating the inquiry were to capture the lessons of the crisis, spread leading practice widely, and develop, as needed, its guidance on going concern and liquidity risks. The Sharman Inquiry’s remit was to pinpoint lessons for companies and auditors addressing going concern and liquidity risks and to...
ARCHIVED: This material was published in 2014 and is not kept up to date. The Market Standards Trend Report examines contemporary market practices and developing trends arising from 2014 annual general meeting ( AGM) season......
ARCHIVED: Published in 2015, this material is no longer updated or maintained. The Market Standards Trend Report reviews the latest mid-year figures and provides an overview of the ways FTSE 350 companies are currently......
Distribution A company is generally taken to possess an implied authority to share its profits with its members, unless its articles of association state otherwise. For the purposes of Part 23 of the Companies Act 2006 (ss 829–853) ( CA 2006), ‘distribution’ is interpreted very broadly. It encompasses any form of transferring a company’s assets to members, whether in cash or otherwise, save for: an issue of bonus shares (fully paid or partly paid), and certain: reductions of share capital redemptions of shares share buy-backs distributions of assets to members on a winding up For a fuller discussion of the meaning of distribution, see Practice Note: Distributions. A dividend is one form of...
On 20 July 2017, the Prospectus Regulation ( EU) 2017/1129 entered into force across the EU. It became fully effective in all EU member states (which then included the UK) on 21 July 2019, although certain exemptions from the prospectus publication requirement applied from July 2017 and July 2018. The Prospectus Directive was fully repealed on 21 July 2019. For further detail on the Prospectus Regulation, see the Practice Notes: Prospectus requirements ( UK Prospectus Regulation)—fundamentals; The UK Prospectus Regulation—essentials [ Archived]; and Prospectus Regulation and Prospectus Directive comparison and analysis. This Practice Note is maintained for reference only and sets out the law as at 19 July 2017, before the Prospectus Regulation took effect and before the UK’s withdrawal from the EU. It offers a concise summary of the (now repealed) Prospectus Directive, its development, content and UK...
Introduction ARCHIVED : This Practice Note was archived and is no longer maintained. Global depositary receipts ( GDRs) are securities issued by a depositary bank that stand for another security held by that bank, such as shares. An issuer commonly establishes a depositary receipt programme with a depositary to permit institutional investors to gain exposure to its shares. These programmes are widely used by companies based in emerging markets where domestic rules—like taxes or burdensome registration obligations—make direct shareholding by overseas investors impractical or unattractive. As a result, GDR programmes can open access to a broader investor base than a purely local share offering. GDRs are usually admitted to trading on leading stock exchanges, most frequently London, which can provide investors with enhanced liquidity and offer issuers the prospect of larger deal sizes or improved valuations. While issuers may...
STOP PRESS: From 24 February 2025, the core elements of the Procurement Act 2023 ( PA 2023) now apply. Any procurement launched on or after this date must proceed under PA 2023, while procurements initiated under earlier regimes (the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be run and overseen in line with those rules. See Practice Note: Introduction to the Procurement Act 2023— PA 2023. PCR 2015 as assimilated law PCR 2015 are EU-derived domestic rules and therefore constitute assimilated law under sections 2 and 6 of the European Union ( Withdrawal) Act 2018. For practical guidance on the standing and construction of assimilated law, see Practice Note: Assimilated law. Public procurement in the UK Public procurement concerns public bodies buying goods, works or...
This Practice Note summarises the law relating to the steps involved in preparing, identifying recipients and sending a notice of general meeting This note sets out the required form and content of notices, together with the statutory minimum notice periods. It is designed for practitioners and company secretaries working with companies whose equity shares are listed on the Main Market of London Stock Exchange plc (listed companies) and those with equity shares admitted to AIM ( AIM companies). Members of a company may call and hold a general meeting at any time, and as many times as needed within a year, to pass resolutions implementing certain changes or approving particular actions. Any general meeting must comply with the Companies Act 2006 ( CA 2006) and the company’s articles of association. Compliance includes sending a meeting notice that satisfies statutory content rules, using the correct form,...
A Term Explanation AIC Corporate Governance Code ( AIC Code) The corporate governance code published by the Association of Investment Companies sets out a best‑practice framework for the governance of closed‑ended investment companies whose shares are traded on public markets. AIM company/ AIM companies A company with a class of securities admitted to AIM, the market operated by London Stock Exchange plc. Association of British Insurers ( ABI) A trade association representing the UK insurance industry with a focus on corporate governance; following its June 2014 merger with ABI Investment Affairs, the Investment Association ( IA) assumed responsibility for the corporate governance guidance previously issued by the ABI. Association of Investment Companies ( AIC) A membership organisation representing a broad spectrum of investment companies, investment trusts, venture capital trusts and other closed‑ended funds. Audit, Reporting and...
A co-operative or community benefit society ( CCBS), previously termed an industrial and provident society ( IPS), is a limited liability corporate body that organisations may use to run a business either as a co-operative serving members’ mutual interests, or as a community benefit society operating for the good of a community. This Practice Note sets out the legal framework, organisational structure and the registration process for these societies. It also makes extensive reference to the FCA’s finalised guidance on registered societies, with sections addressing governing rules, share capital, name, transfer of engagements, conversion, amalgamation, dissolution and winding up. What is a co-operative or community benefit society? A co-operative society or community benefit society (historically called an industrial and provident society) is a registered society—also described as a society—and a corporate body with limited liability that can be used by...
A general meeting must comply with requirements laid down in the Companies Act 2006 ( CA 2006) and the company’s articles of association. These obligations include issuing a meeting notice that satisfies statutory content rules, in the proper form, to all those entitled to receive it, and making sure adequate notice of the meeting is provided. Who is entitled to receive notice of general meeting? A notice of general meeting should be sent to every person with an entitlement to it. Failure to serve notice on those who are entitled can invalidate the meeting. Consequently, establishing who is entitled to notice is a crucial step. This exercise is typically simpler where the company is a small private company with a single class of shares, than where it is a large listed public company with multiple share classes and a global...
ARCHIVED This Practice Note has been archived and is not maintained. Last updated July 2019. From 21 July 2019, the Prospectus Regulation ( EU) 2017/1129 applied in full across EU member states, and the Prospectus Directive was revoked. It now determines when a prospectus must be published for a public offer of securities in the UK, or for admitting securities to trading on a UK regulated market. To align the FCA Handbook with the Regulation, the FCA removed the Prospectus Rules in full and substituted them with the Prospectus Regulation Rules sourcebook. For further details, see Practice Note: The UK Prospectus Regulation—essentials [ Archived] and The UK Prospectus Regulation—is a prospectus required? [ Archived] This note, and associated notes concerning the repealed Prospectus Rules, are kept for reference because the commentary may remain relevant to equivalent provisions in the Prospectus Regulation Rules ( PRR). This...
A- Z of striking off, dissolution and restoration This glossary provides concise explanations of commonly used terms and expressions in the context of a company’s striking off, dissolution and restoration... Administrative restoration — Introduced by the Companies Act 2006 ( CA 2006), this is a simpler method to return to the register a company removed by the Registrar of Companies, without needing a court application. It is available only when specific conditions are met. It took effect on 1 October 2009. For further information see Practice Note: Company restoration—administrative restoration. Compare with restoration by court order... Bona vacantia — A Latin term meaning ‘ownerless goods’. Where a company is dissolved while still owning, or holding an interest in, property, that property is treated as bona vacantia (that is, it is ‘vacant’ and without a legal owner) and passes to the Crown. In such a case the...
This guidance, May 2022 In May 2022, The Chartered Governance Institute ( CGI) released this resource aimed to equip directors with practical advice on their general duties under the Companies Act 2006 ( CA......
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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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