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
September 2021 30 September 2021: Temporary curbs on winding-up petitions and statutory demands lapse, replaced by fresh measures from 1 October 2021 (see below). See Practice Note: Corporate Insolvency and Governance Act 2020—temporary changes to corporate statutory demands and winding-up petitions [ Archived], Corporate Insolvency and Governance Act 2020 ( Coronavirus) ( Extension of Relevant Period) ( No. 2) Regulations, SI 2021/718 and Corporate Insolvency and Governance Act 2020 ( Coronavirus) ( Amendment of Schedule 10) ( No. 2) Regulations 2021, SI 2021/1091. 30 September 2021: The relaxation of eligibility criteria for companies seeking a moratorium ends ( Corporate Insolvency and Governance Act 2020 ( Coronavirus) ( Extension of the Relevant Period) Regulations 2021, SI 2021/375). 30 September 2021: Coronavirus Job Retention Scheme closes. See Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [...
This Practice Note outlines the Prudential Regulation Authority ( PRA)’s rules on pay awarded by banks, building societies and systemically important investment firms to their staff, and traces how those rules developed from the legislation and provisions that transposed the EU Capital Requirements Directive 2013/36/ EU ( CRD IV) requirements. It also covers measures brought in by UK legislators and regulators after the UK left the EU in 2020, alongside the amendments set out in the joint PRA and Financial Conduct Authority ( FCA) policy statements PRA PS21/25 and FCA PS25/15 on the reform of the remuneration regime. Remuneration requirements under CRD IV and EU CRR Following the financial crisis, the Financial Stability Board ( FSB) and several national regulators assessed the governance and configuration of remuneration across the financial services industry. Their principal conclusions were that: firms (and supervisors) had not recognised how...
ARCHIVED This Practice Note has been archived and is no longer maintained. It reviews the law and regulation concerning the corporate structure known as a UK Economic Interest Grouping ( UKEIG). A UKEIG originates from the European Economic Interest Grouping framework which, since the UK left the EU, is no longer available in the UK. It is provided for background purposes only. What is a UKEIG? In its guidance UK economic interest groupings ( UKEIG) and European economic interest groupings ( EEIG), the government explains that a UKEIG is an association formed by companies or other legal bodies, firms or individuals from different countries (within the EU or the UK) who need to collaborate across national borders. It undertakes specified tasks for its member-owners and is independent from the owners’ businesses. Its objective is to facilitate or develop the economic activities of its...
This Practice Note provides links to our public company takeovers quiz, created to test users’ knowledge of the UK takeover regime in areas. Presented in multiple choice format, each question then afterwards reveals the correct answer, alongside brief feedback and links directing users to the relevant supporting materials for further reading. It is aimed at private practice solicitors, in-house counsel, corporate finance professionals, and participants actively involved directly in advising on takeover transactions. Part 1 Part 1 of the quiz addresses the......
Practice Note More and more employers are striving to strengthen diversity and equality within their organisations. This Practice Note outlines several voluntary charters and programmes that employers may join to demonstrate and advance their pledge to foster diversity and equality—and to back colleagues with particular protected characteristics—across their workplaces. It includes the Race at Work Charter, Change the Race Ratio, the Disability Confident Scheme, the Mindful Employer Charter, the Mindful Business Charter, the Stonewall Proud Employers Programme, the Women in Finance Charter and the Dying to Work Charter. The motivation to enhance workplace diversity and equality can arise from a range of factors, such as: recognising the significant commercial gains of a diverse workforce and recruiting from the broadest possible talent pool a conviction that taking such steps is the ethically right course lifting morale by ensuring staff feel valued, understood and...
Under the Companies Act 2006 ( CA 2006), there are two categories of members’ meetings: general meetings and annual general meetings ( AGMs). Members can be convened to a general meeting at any time, and as often as required in a year, to pass resolutions authorising particular changes or endorsing specific actions. A public company must hold an AGM every year within six months starting the day after its accounting reference date. A private company is not obliged to hold an AGM annually, although it may elect to do so, or its articles of association may stipulate an annual AGM. The CA 2006 contains the detailed rules for calling and conducting a general meeting. A company must also adhere to any provisions in its articles regarding convening general meetings. For the essentials of calling a general meeting, see Practice Note: Calling a general...
ARCHIVED: This archived Market Standards trend report reviews dividend payment practice across the FTSE 350 in 2018. Entitled Dividends 2018, the archived Market Standards study explores how FTSE 350 companies approach the payment of dividends. Expert insights and contributions are provided by Martin Webster, Partner at Pinsent Masons LLP, Jonathan Beastall, Senior Adviser at Pinsent Masons LLP, Peter Swabey, Policy and Research Director at The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), and the Stock Situations Team of the London Stock Exchange ( LSE). The trend report encompasses all FTSE 350 companies with a financial year ending between 1 July 2016 and 30 June 2017, which held their annual general within this archived Market Standards trend report publication context......
Capital maintenance rule Under English company law, a limited company with share capital is required to preserve that capital. The capital maintenance principle exists to safeguard a company’s creditors by making sure that the assets which represent the company’s capital remain available to them for future recourse. A company’s share capital can be affected by certain events that occur from time to time over the course of its life, in accordance with the provisions of the Companies Act 2006 ( CA 2006). These include: the issue of shares, on incorporation and thereafter, including bonus issues the redenomination of share capital the sub-division and consolidation of shares reductions of capital share buybacks the issue of redeemable shares and their eventual redemption This Practice Note sets out, in brief, the accounting treatment for each of these possible events in turn. It also considers matters relating to distributable reserves, including the payment of...
Flooding—issues in corporate (private M& A) transactions Introduction Flood-related considerations can emerge in private company merger and acquisition ( M& A) deals that involve acquiring land. It is prudent to determine at an early stage whether flooding is relevant and, if so, to appoint suitable environmental and hydrology experts to identify, evaluate, assess and quantify the attendant risks. Those risks should be expressly allocated and controlled in the deal documentation, ensuring the client clearly grasps both their scope and magnitude, together with the possible effect on valuation, liabilities and activities after completion. Potential risks for buyers Share and asset purchase Flood matters may affect whether the deal proceeds as a share purchase or an asset purchase. On a share purchase, the buyer inherits all liabilities (including environmental or regulatory) of the target company. Examples of liabilities that might arise include: Regulatory...
Updated November 2025 Introduction The Argentine Republic comprises 23 provinces plus a federal district—the City of Buenos Aires, the nation’s Federal Capital. Sitting on the south-eastern edge of South America, Argentina ranks eighth worldwide by land area and second in Latin America, spanning roughly 3.8 million square kilometres (about 1.5 million square miles). Its population exceeds 45 million, with around 15 million residing in Greater Buenos Aires, and an overall density close to 15 inhabitants per square kilometre. With a GDP near US$633bn, Argentina stands among Latin America’s biggest economies. Yet recurrent swings in growth and entrenched institutional constraints have hampered development. Although urban poverty has fallen compared with the prior year, it remains elevated at roughly 32% of residents, according to recent data. In December 2023 a new right-of-centre coalition assumed office, pledging a shift towards more market-friendly measures, such as easing foreign exchange...
Updated in December 2025 Introduction Germany stands as Europe’s strongest economy and ranks among the largest worldwide. Its central position across the continent underpins a tightly knit infrastructure network. The country presents excellent business conditions and enjoys strong regard from overseas investors. Far-reaching structural reforms, together with restrained growth in unit labour costs, have markedly enhanced the competitiveness of German enterprises. Outstanding infrastructure and a highly qualified workforce further underpin long-term commercial success. The Federal Government has recently expanded public spending to unprecedented levels, with a particular focus on infrastructure investment. In addition, the legislature has widened depreciation allowances and resolved to lower corporation taxes. There are numerous options for structuring a venture in Germany. The purpose of this Practice Note is to flag key issues a new business should address before commencing operations in Germany. This Practice Note is not intended to be a...
Updated in June 2025 Introduction Set in the Eastern Mediterranean, Cyprus sits at the meeting point of Europe, Asia and Africa. It is a sovereign, independent republic operating a presidential system, under a written constitution that upholds the rule of law, political stability, human rights and private property. Cyprus has belonged to the EU since 1 May 2004 and adopted the euro on 1 January 2008. In the run‑up to accession, wide‑ranging structural and economic reforms reshaped the economy, fostering a modern, open and energetic business landscape. Since entry, the island has become a natural gateway for two‑way investment between the EU and global markets, notably the fast‑expanding economies of Russia, Eastern Europe, India and China. As an international business and financial centre, Cyprus is exceptionally well positioned. Beyond its strategic location, cosmopolitan character and appealing climate, it offers first‑class commercial...
Updated in April 2025 Introduction Companies are operating ever more across borders, spurred by the rise of online services. Yet while commerce may span jurisdictions, each territory preserves its own regulatory stance, customs and market practices. Before launching in a new location, businesses should weigh potential political or legislative exposure. Such risks differ by nation, and their salience shifts with the industry and the particular priorities of the enterprise. This note highlights key points to evaluate before entering a fresh jurisdiction. Numerous organisations assess how jurisdictions perform on critical dimensions. The World Economic Forum’s Future of Growth Report 2024 recognises many of these areas as key indicators when appraising a country’s economic climate and resilience. At the close of this note you will find links to country specific guides that provide deeper reviews of the principal legal matters to address when...
ARCHIVED: This material was published in 2017 and is now unmaintained. Market Standards’s newest trends report reviews current market practices and patterns arising from the FTSE 350 annual general meeting ( AGM) season 2017......
This Practice Note describes the written resolution route that directors can use to reach decisions instead of convening board meetings. It also looks at how sole directors make decisions under the model articles for private companies limited by shares. For guidance on the power and authority of directors to decide matters, whether as a full board or via a committee, on duties to consider when deciding, and on decision-making in group companies, see Practice Note: Directors’ decision-making—power, authority and duties. For details on calling board meetings, including giving notice, required content of notices, attendance and attendees at board meetings, see Practice Note: Directors’ decision-making—convening board meetings. For information on conduct at board meetings, including the role of the chair, quorum and voting requirements, declaring interests in transactions, and consideration of board papers and debate, see Practice Note: Directors’...
STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing both the premium and standard segments while at the same time introducing a single listing category for equity shares in commercial companies. This commercial companies category is heavily disclosure-based and sits alongside other listing categories, such as the shell companies, the secondary listing and the closed ended investment fund categories. A new UK Listing Rules sourcebook took effect to deliver these reforms, and the previous Listing Rules sourcebook was also revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note describes the regime exactly as it stood prior to 29 July 2024. B Buy out This is the acquisition of a business or a controlling stake in a corporation’s shares. It commonly arises where the current management team wishes to assume full control of the...
Consequences of not obtaining members’ approval for credit transactions under the Companies Act 2006 The Companies Act 2006 ( CA 2006) sets out what follows if a company fails to secure the necessary members’ approval for credit arrangements made for the benefit of directors, persons connected to directors, and associated arrangements. For more on when members’ consent is required, and on key transitional provisions, refer to Practice Note: Credit transactions for the benefit of a director, a connected person and related arrangements—requirement to obtain members’ approval. For these statutory rules, ‘director’ embraces anyone occupying the role of director, whatever the title, and includes a shadow director. Where the company entering into the credit transaction has its equity shares listed in the equity shares (commercial companies) category, the UK Listing Rules ( UKLR)—notably UKLR 8 on related party...
Prepared with insights from Rebecca Cousin of Slaughter and May on market practice. Background UK public company takeovers are tightly regulated transactions, and meticulous forward planning is fundamental to the success of any takeover bid process. This Practice Note sets out the matters an offeror should weigh when preparing a takeover, including the need for strict secrecy before any offer announcement, the various situations in which an announcement becomes required, and the very significant implications that follow once an announcement is made. It also explains the roles of the key advisers, the different structures used for takeovers, financing considerations, anti-trust and other regulatory considerations and constraints, such as limits on entering into offer‑related arrangements and special deals with shareholders. Bid team A suitable team of advisers should be appointed at the outset. Under the City Code on Takeovers and Mergers (the Code), discussions before...
Resignation of a company secretary This Practice Note considers the corporate law consequences arising from the resignation of a company secretary in a public or private company. It does not address procedures for appointing or dismissing a company secretary in public or private companies; for matters, refer to Practice Notes: Appointment of a company secretary and Removal of a company secretary. There are no express rules in the Companies Act 2006 ( CA 2006) or the model articles setting out the process by which a company secretary can resign......
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
