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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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Holding a general meeting of a private company or an unlisted public company This Practice Note outlines the legal framework, guidance and common practice for convening and running a general meeting of a private company or an unlisted public company. Members may call and hold a general meeting at any time, and as often as needed within a year, to pass resolutions that implement changes or authorise specific actions. The Companies Act 2006 ( CA 2006) sets out the detailed rules for convening and conducting such meetings. In addition, a company must follow any provisions in its articles of association concerning the calling of general meetings. Further obligations under the CA 2006 apply where a public company is a traded company. Accordingly, this Practice Note focuses on the law and practice for general meetings of private companies and untraded public companies. For guidance on...
Practice Note This Practice Note outlines the significant revisions made to the City Code on Takeovers and Mergers ( Code) in September 2011. The reforms chiefly sought to curb perceived tactical benefits enjoyed by certain hostile (unrecommended) bidders and to refine the conduct of offers by giving fuller regard to those affected by a takeover beyond offeree shareholders, including employees and other affected parties. This Practice Note concentrates on the principal September 2011 modifications to the Code, preserving the same focus and scope. It does not address or analyse any later changes to the Code or subsequent updates. Material amendments took effect on Monday, 19 September 2011 ( Implementation Date). Putting these measures into effect, through the release of a new version of the Code (the tenth edition), followed an extensive consultation exercise initiated by The Panel on Takeovers and Mergers ( Panel) in...
STOP PRESS: A major overhaul of the UK listing regime took effect on 29 July 2024, including scrapping the premium and standard listing segments and introducing a single listing category covering equity shares in commercial companies. That commercial companies category is strongly disclosure‑led and sits alongside other listing categories, namely the shell companies, secondary listing and closed ended investment fund categories. To implement the reforms, a new UK Listing Rules sourcebook came into force and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note describes the regime prior to 29 July 2024. It gives a general overview of a listed company’s financial reporting obligations as regards financial reporting under the Listing Rules and the Disclosure Guidance and Transparency Rules ( DTR). These obligations are in addition to a company’s general legal...
A company’s duties concerning audits and auditors are set out in Part 16 of the Companies Act 2006 ( CA 2006). Under the CA 2006, members of quoted companies gained the right to demand publication on the company’s website of any of their concerns relating to: the audit of the company’s accounts, the auditor leaving the company. This Practice Note applies solely to quoted companies. Quoted companies are those with shares officially listed in the UK or the EEA, or admitted to trading on the New York Stock Exchange or NASDAQ ( AIM companies are excluded from the definition)......
Practice Note This Practice Note sets out a summary of the aims, nature and breadth of the disclosure exercise undertaken by a seller when disposing of shares in a private limited company, or on a sale of a business together with its assets (the target). Disclosure sits at the heart of the sale process, and both sides should appreciate the significant time and effort needed to deliver it properly. With suitable professional support, the parties can reduce or manage the risks that might otherwise emerge throughout the transaction... The seller must analyse every warranty closely with its advisers and decide what matters ought to be disclosed against each one, as poor or incomplete disclosure can leave the seller open to breach of warranty claims and associated liabilities. The seller’s solicitors will co‑ordinate the disclosure workstream and, working alongside the seller and its...
The Companies Act 2006 ( CA 2006) sets out the consequences where a company does not obtain the necessary members’ approval for quasi-loans to directors, persons connected with directors, and associated arrangements. For more detail on when approval is required, including key transitional provisions, see Practice Note: Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approval. For these statutory purposes, ‘director’ includes anyone occupying the position of a director, whatever title is used, and a shadow director. Where the company making the quasi-loan has a listing of equity shares in the equity shares (commercial companies) category, the UK Listing Rules ( UKLR) may apply, particularly UKLR 8 on related party transactions (see Practice Note: Equity shares (commercial companies) listing category—key continuing obligations). For detailed Commentary on loans to directors see Loans and related transactions [17]–[25]: Gore- Browne on...
The City Code on Takeovers and Mergers (the Code) was initially produced without explicit mention of schemes of arrangement, with the Takeover Panel ( Panel) applying the Code to schemes as specific matters arose on a case-by-case basis. The growing prevalence of schemes in takeovers, amongst other considerations, led to the 2007 introduction of Appendix 7 to the Code, which: applies the Code in its entirety to schemes of arrangement disapplies Code provisions that do not fit schemes, eg those relating to: acceptances and rights of withdrawal certain timing rules certain aspects of offer revision sets specific timing and announcement obligations, tied to the dates for sending the scheme circular, the...
Coronavirus ( COVID-19): In the wake of the coronavirus ( COVID-19) outbreak, certain Companies House filing activities and other administrative formalities were temporarily paused or altered. For fuller information on the effects of COVID-19, see Practice Note: Coronavirus ( COVID–19)—impact on company filing and administrative procedures [ Archived]. A redenomination of share capital means converting shares that carry a fixed nominal amount in one currency into shares that carry a fixed nominal amount in a different currency. Before 1 October 2009, a limited company with a share capital that wished to redenominate all or part of that capital had first to cancel the existing shares through a reduction of capital, or to undertake a share buyback followed by cancellation, and only then issue fresh shares denominated in the replacement currency. That approach was administratively burdensome, costly and could have given rise to...
Development (or growth) capital typically means putting funds into a well-established business that generates income and profits, yet lacks adequate cash to finance expansion or restructuring. Background to development capital investment Why seek investment? A company may pursue this type of private equity to: expand its business restructure its operations fund a significant acquisition rework its balance sheet, eg by reducing debt Such businesses often cannot assume more borrowing, whether because of current leverage or prevailing market conditions. Private equity is viewed as a practical alternative. Typically, this kind of funding does not trigger a change of control, as investors acquire a minority shareholding. Moreover, unlike other private equity styles, investors do not heavily involve themselves in day-to-day management. Current shareholders are not seeking an exit and the management team remains in place. Types of investors and...
Prepared with input from Rebecca Cousin of Slaughter and May on market practice. The nature of a mandatory offer Takeover bids are most often voluntary: the offeror decides to seek control of a company (or a particular class of its shares) after careful thought and planning, and—subject to certain limits—selects the consideration to be provided and the conditions to be included (see Practice Note: Voluntary, partial and tender offers). By contrast, one of the Code’s most familiar provisions, Rule 9, obliges an individual (or persons acting in concert) to make a takeover offer for a company within the scope of the Code once that person’s holding (or their aggregate holdings) in that company pass specified thresholds. This is described as a mandatory offer, or a Rule 9 offer. Mandatory offers are relatively uncommon in practice, as they are generally regarded as something to steer clear of. For...
This Practice Note explains how the business and affairs of a partnership are handled after a solvent general dissolution (not a technical dissolution). It does not consider insolvency or how matters are managed when the firm is insolvent. For guidance on partnership insolvency, see: General partnerships and insolvency—overview. The Note addresses partnerships formed under the Partnership Act 1890 ( PA 1890) and governed by English law, excluding limited partnerships, limited liability partnerships and partnerships governed by Scottish law. A partnership may come to an end by: dissolution (see Practice Note: Ending a partnership—what is dissolution?) insolvency (see: General partnerships and insolvency—overview) For other routes to dissolution, see the Practice Notes: Ending a partnership—dissolution by the court and Ending a partnership—dissolution otherwise than by the court. Consequences of a general dissolution On a general dissolution, each partner is entitled, as against the other partners and all...
This Practice Note concentrates on the admission requirements for equity shares within the commercial companies category of the Financial Conduct Authority’s ( FCA) Official List. It sets out the core listing standards that apply to all securities, alongside the additional obligations for the commercial companies category, as provided for in the UK Listing Rules ( UKLR). Structure of the UK listing regime The UK listing regime comprises 11 distinct categories, each designed for different issuer types and the securities seeking admission. An issuer must adhere to the specific provisions of the UK Listing Rules ( UKLR) that correspond to the category under which it is seeking a listing......
Where a provision of the Companies Acts permits or requires a body corporate to send or supply documents or information (however phrased), that body corporate must follow the company communications provisions in the Companies Act 2006 ( CA 2006), namely sections 1144–1148 and Schedule 5. The Companies Acts are defined in CA 2006, s 2 and encompass CA 2006 itself, save for ss 1182–1283. For the purposes of the company communications provisions, a reference to a document covers a summons, notice, order, other legal process, or a register. The company communications provisions yield to any requirements imposed, or contrary provision made, by or under any enactment (in particular, the provisions of CA 2006, Pt 35 concerning documents or information to be sent or supplied to Companies House). Nevertheless, a provision is not to be taken as contrary to the company...
A company can be struck off under Part 31 of the Companies Act 2006 ( CA 2006) in two ways: voluntarily, initiated by the company’s directors; or by the registrar of companies using its statutory strike off powers. In brief, the registrar of companies possesses four distinct powers to strike off a company: authority to strike off a defunct company; a duty, together with power, to strike off a company that is being wound up; power to strike off a company registered on false pretences; and power to strike off a company that lacks an appropriate registered office address. This Practice Note outlines each of the registrar’s powers to commence a strike off. For guidance on how a company may apply for voluntary striking off, see Practice Note: Voluntary striking off and...
The primary appeal of private equity for investors and fellow shareholders (including management) is the prospect of realising a notable capital uplift on exit. While income streams during the holding period—dividends on shares, interest on loan notes and assorted fees—are meaningful to the investor, the true benchmark of success is the capital return. Over the longer term, this is what ultimately defines whether a venture capital or private equity firm has succeeded and its capacity to attract investment into later funds. For further information, see Practice Note: Private equity investment—firms and funds. Managing the exit Exit planning starts almost from day one of the private equity investment journey. The likelihood of achieving a successful realisation forms a central part of the investor’s assessment and decision-making. Without a workable exit, the investment will, in all likelihood, be judged a failure....
A company, and its directors, carry numerous duties concerning accounts and reporting under the Companies Act 2006 ( CA 2006). This Practice Note concentrates on obligations common to every company. Further, particular duties in CA 2006 tied to accounts and reports differ depending on whether the entity is small, medium-sized, quoted, or unquoted. For guidance on those particular requirements and when they take effect, consult the following Practice Notes: The small companies regime The medium-sized companies regime The quoted companies regime The unquoted companies regime To obtain an overview of the statutory reporting regime itself, see Practice Notes: Accounts and reports—an outline of the statutory framework and Accounts and reports—individual and group accounts. Further obligations, in addition to those in CA 2006, apply to the accounts and reports of listed companies, AIM companies, and companies with securities traded on the AQSE Main...
Provision for termination When setting up a joint venture ( JV), parties will frequently have an early view on both the circumstances that might justify termination and the likely timing for that outcome. By way of illustration, a JV established to deliver a discrete project would typically be brought to an end once that project has been completed. Alternatively, the participants may agree a fixed term, at the expiry of which the JV should conclude. Another common position is that the parties intend to realise their investment within a defined period, whether by selling the entire joint venture company ( JVC) to an external buyer or by listing the JVC on a stock exchange. Exit may follow a listing or a sale of the JVC to a buyer. Nevertheless, even where no express intentions are documented at the start regarding how and when the JV...
ARCHIVED This Practice Note is archived and is no longer maintained. This tracker outlines the latest position and recent updates in significant cases of interest to corporate practitioners where judgment was delivered, or expected, in 2024. It covers notable matters before the High Court, Court of Appeal and the Supreme Court, and is not intended to be a complete catalogue of hearings in 2024. For this tracker, CA 2006 denotes the Companies Act 2006 and FSMA 2000 denotes the Financial Services and Markets Act 2000... December 2024 Case details and analysis Subject A and B v The Registrar of Companies ( Re Prudencia LLP) [2024] EWHC 3255 ( Ch) High Court LLP— Restoration Summary The High Court assessed whether an LLP should be reinstated to the Register of Companies under section 1029 of the CA 2006 despite having no current members. The court concluded that,...
The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023 and is being phased in across multiple commencement dates. A significant proportion of its measures will only commence once detailed secondary legislation and guidance are in place, and some also require the rollout of new technical systems and tools before they can operate. It is anticipated ECCTA 2023 will not be fully in force until 2027. The Act’s principal aims are to stop corporate vehicles in the United Kingdom being used for criminality and terrorism, bolster the UK’s wider response to economic crime and back enterprise by enhancing the efficiency of the UK’s companies registry, including the dependability of its data. For background on ECCTA 2023 and the most recent developments relating to it, including consultation papers, secondary legislation and guidance, refer to Practice Note: The...
This Practice Note forms part of a multi-jurisdictional guide outlining essential aspects of establishing specific business entities across global jurisdictions. Leading law firms in the Multilaw worldwide network respond to key questions on this topic. This edition sets out principal considerations when creating a representative office in Thailand. Current as at 13 January 2023. Authors: Kobkit Thienpreecha and Athistha Chitranukroh, Tilleke & Gibbins, a Multilaw member firm. Common entities Which entity type is addressed here, and which other commonly used forms are covered in separate responses? This response concerns the representative office. The public limited company and the private limited company are discussed in distinct responses. Identify other entity types that exist in this jurisdiction but are not covered at this time: Regional office Limited liability...
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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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