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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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This Practice Note examines how the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017, SI 2017/692 ( MLRs) apply to financial services firms. It includes: a high-level outline of the legislation guidance and regulatory expectations linked to the MLRs the MLRs’ obligations relating to: risk assessments, policies, controls and procedures staff training customer due diligence ( CDD), including enhanced due diligence ( EDD) and simplified due diligence ( SDD) beneficial ownership information, the UK register of trusts, and reporting discrepancies in registers the statutory framework of the MLRs—background and reform Key points Key points to note: the MLRs span a broad range of...
ARCHIVED: This Practice Note has been archived and is not maintained. A wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard segments and introducing a single listing class for equity in commercial companies. This commercial companies class is strongly disclosure-led and sits alongside other categories, including shell companies, secondary listings and closed-ended investment funds. These categories operate in parallel within the overall regime. To deliver these reforms, the UK Listing Rules sourcebook commenced and the previous sourcebook was withdrawn. For more detail see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note describes the position before 29 July 2024 and is kept solely for reference. It examines the rules applying to sponsors, covering admission as a sponsor, sponsor competence, the principles governing sponsors, systems and controls, and the sponsor’s duties to the issuer and to the...
Economic Crime and Corporate Transparency Act 2023—limited partnerships On 22 September 2022, the government introduced the Economic Crime and Corporate Transparency Bill (the Bill). It obtained Royal Assent on 26 October 2023, becoming the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023). In addition to multiple reforms affecting a company’s filing duties at Companies House, ECCTA 2023 updates several elements of the framework governing an English limited partnership ( LP). For a wider overview of these changes, see Practice Note: Corporate transparency reform—changes to the limited partnerships regime. Among the forthcoming amendments are provisions establishing a court process to reinstate an LP that has already been dissolved. To implement this, ECCTA 2023, s 141 will insert new sections 23–25 into the Limited Partnerships Act 1907 ( LPA 1907). This Practice Note gives a concise summary of the procedure described in those...
If any provision in the Companies Acts permits or obliges a body corporate to send or provide documents or information (however phrased), that body corporate must follow sections 1144–1148 and Schedule 5 of the Companies Act 2006 ( CA 2006), which set out the company communications regime. The Companies Acts are defined in CA 2006, s 2 and embrace CA 2006 itself, save for ss 1182–1283. For these communications rules, references to a document also cover a summons, notice, order, any other legal process, or a register. The communications provisions yield to requirements imposed, or contrary provision made, by or under any enactment (notably, CA 2006, Pt 35 on documents or information to be sent or supplied to Companies House). Nonetheless, a provision is not to be treated as inconsistent with the communications provisions merely because it expressly permits a document or...
This Practice Note outlines the process for returning a limited liability partnership to the register through an application made to the court. Why restore an LLP to the register? Where a limited liability partnership ( LLP) has been struck off, an application can often be made to the court seeking an order for restoration to the register. Reasons for doing so include: to permit a claim to be pursued against the LLP to manage property still owned by the LLP at the point of strike-off and dissolution, which has subsequently vested as bona vacantia that the Registrar removed the LLP while it was continuing to carry on business Application of CA 2006 to LLPs An LLP is a corporate body established under the Limited Liability Partnerships Act 2000 ( LLPA). In substance, most of the legal rules applying to LLPs comprise adapted company law rather than...
This Resource Note summarises the core features of Rule 26 of the City Code on Takeovers and Mergers (the Code), which governs the requirement to place specified documents, announcements and information on a website during an offer. It flags relevant materials, commentary and guidance from the Panel, alongside Lexis+® UK analysis and resources, to deliver practical direction on interpreting and applying Rule 26. Code and Lexis+® UK resources Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) ( Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Code Committee Annual Reports published by the Panel discussing general matters ( Annual...
This Practice Note outlines and analyses the criminal offences arising under the Reporting on Payment Practices and Performance Regulations 2017 ( RPPPR 2017), SI 2017/395 (as amended by the Reporting on Payment Practices and Performance ( Amendment) Regulations 2024 ( RPPPR 2024), SI 2024/444) and the Limited Liability Partnerships ( Reporting on Payment Practices and Performance) Regulations 2017 ( LLP( RPPP) R 2017), SI 2017/425 (as amended by the Reporting on Payment Practices and Performance ( Amendment) Regulations 2025 ( RPPPR 2025), SI 2025/75), collectively referred to as ‘the Regulations’. RPPPR 2024, SI 2024/444, makes amendments to RPPPR 2017, SI 2017/395, principally in connection with the information that qualifying entities must publish for financial years starting on or after 1 January 2025. RPPPR 2025, SI 2025/75, has introduced changes regarding practices, policies, and performance related to retention clauses in qualifying...
The Companies Act 2006 ( CA 2006) sets out that a private company limited by shares may approve resolutions either: at a general meeting of its shareholders, or by written resolution, following the procedure laid down in the CA 2006 Any clause in a company’s articles of association that attempts to prevent a resolution being passed by written resolution is of no effect. The CA 2006 also preserves the common law rule of unanimous consent, meaning shareholders may reach a decision without observing the statutory procedures otherwise required to pass a resolution......
This Practice Note considers the ways a partnership created under the Partnership Act 1890 can be terminated through dissolution ordered by the court. 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) Dissolution by the court Here, the focus is on dissolution of a PA 1890 partnership pursuant to a court order. For other routes to dissolve a firm, see Practice Note: Ending a partnership—dissolution otherwise than by the court. For more detail, see: Actions between partners: introduction: Atkins Court Forms Vol 29(1) [15]. Grounds for dissolution by the court Where the court orders dissolution, it is almost invariably a general, rather than a technical, dissolution (see Practice Note: Ending a partnership—what is dissolution?). Nevertheless, instead of directing a winding up with a sale of all partnership assets after...
Environmental insurance provides a practical means to manage environmental risks, relevant to day‑to‑day operations as well as numerous transactions and development schemes. For more on environmental insurance in general, please see the following Practice Notes: Environmental insurance—when is it needed? Environmental insurance—extent of coverage Environmental insurance—types Environmental insurance—advantages and disadvantages Pollution legal liability insurance In a transactional setting, the pollution legal liability ( PLL) insurance product is frequently relied upon to address unknown liabilities that remain with a deal—for instance, where pollution is suspected but not identified. This offers the advantage of delivering financial confidence to......
This Practice Note looks at: an explanation of ‘the gender pay gap’ and other pay differences connected to a protected characteristic, such as ethnicity and disability findings from recent Office for National Statistics ( ONS) reports about these disparities common drivers or traits of gender, ethnicity and disability pay gaps methods an employer can use to pinpoint the specific causes of pay gaps within its own workforce, including where in the organisation they arise and the factors behind them steps an employer can introduce or adopt to improve its pay gaps Pay gap reporting can provide a concrete means for an employer to evidence progress under the S (social) of ESG (environmental, social and governance). For further information, see: News Analysis: ESG: Pay Gap Reporting—a tangible way to show progress under the S. For more on ESG...
The Health and Safety at Work etc Act 1974 ( HSWA 1974) sets out broad duties to protect the health and safety of employees and others affected by work. Not complying with these duties is a criminal offence, prosecutable in either the magistrates’ court or the Crown Court. For details of the duties under HSWA 1974, ss 2–7, see the following Practice Notes: Failure to carry out health and safety duties under HSWA 1974—offences Safety and the risk to safety under the Health and Safety at Work Act 1974 Employees' duties to take reasonable care for health and safety at work Directors’ duties for health and safety Health and safety law and the self-employed This Practice Note highlights those HSWA 1974 offences that can only be tried in the magistrates’ courts. Summary only health and safety...
Cross-border private M& A transactions This Practice Note sets out an overview of the issues an English-qualified lawyer may encounter when advising a seller or a buyer on a cross-border private M& A deal. The emphasis is on practical considerations a lawyer should keep in mind to ensure the transaction is run in the most efficient and effective manner possible. Key stages in cross-border M& A transactions The principal phases in a cross-border private company M& A transaction are: Preliminaries (pre-signing) stage Here, non-disclosure agreements ( NDAs, also called confidentiality agreements) and exclusivity arrangements are settled, due diligence is undertaken, and the share purchase agreement ( SPA) with related deal documentation is negotiated. In an auction sale, bids are solicited and a short list of bidders is compiled. The cross-border aspect requires smooth...
This Practice Note describes: the kinds of option that can be granted under a tax-advantaged Company Share Option Plan ( CSOP) and a tax-advantaged Save As You Earn ( SAYE) scheme the statutory requirements that CSOP options and SAYE scheme options must meet to obtain the available tax advantages the tax benefits associated with CSOP options and SAYE scheme options CSOP options and SAYE scheme options are forms of tax-advantaged employee share option that allow the holder to call for the relevant shares in a company (the Scheme Company) covered by the option at a later date, at a price (the option price) set when the option is granted. A CSOP or SAYE scheme created by a parent company in a group can be extended to any or all companies within that group......
STOP PRESS: ECCTA 2023 introduces identity verification for anyone submitting filings at Companies House—the reforms are expected to become compulsory in Spring 2026. For further information and indicative timing, see: Registering security at Companies House— Changes under ECCTA 2023. The scope of this Practice Note This Practice Note sets out how to register at Companies House charges created by the following entities: a company incorporated under the Companies Act 2006 ( CA 2006) (a ‘ UK company’), or a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000 ( LLPA 2000) (an ‘ LLP’) This Practice Note should be read in conjunction with the following Practice Notes: Registering security at Companies House, and Problems with registering security at Companies House—what to do next For the purposes of CA 2006, Pt 25 ( Company Charges), the term ‘charge’ includes a mortgage;...
The FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ( PRM) explains when a prospectus must be published for transferable securities seeking admission to a UK regulated market. In essence, an approved prospectus is needed for admission of transferable securities to a UK regulated market unless an exemption in the PRM applies. Those exemptions are contained in PRM 1.4.3R– PRM 1.4.13R. The PRM rules were made under the FCA’s enhanced rule-making responsibilities conferred by The Public Offers and Admissions to Trading Regulations 2024 ( POATRs), SI 2024/105, which provide the main legislative framework for UK public offers of securities and for admitting securities to trading. Transferable securities of the kinds specified in PRM 1.3.1R are carved out from the prospectus obligation and from the PRM overall. Summary of exemptions from the requirement to produce a...
A limited company with share capital can modify that capital in several ways, provided it follows the Companies Act 2006 ( CA 2006). The CA 2006 constraints on altering share capital do not extend to unlimited companies. For more detail on this form of company, see Practice Note: Unlimited companies. Sub-division and consolidation Under CA 2006, s 618, a limited company with share capital may split or combine all or some of its shares. Alternatively, share splits and consolidations can be implemented through a court-sanctioned scheme of arrangement under CA 2006, Pt 26, or via a restructuring plan under CA 2006, Pt 26A. A scheme of arrangement is commonly employed to enable mergers and takeovers, or to reorganise a company facing financial distress. A restructuring plan can likewise be used to reorganise a company encountering financial difficulties. For guidance on schemes of...
A company can be struck off the register under Part 31 of the Companies Act 2006 ( CA 2006) by one of two routes available: voluntarily, by the company’s directors by the Registrar of Companies pursuant to its powers to strike off a company from the register This note summarises the voluntary strike off process. For details on the Registrar’s powers to strike off a company, see Practice Note: The Registrar's powers to strike off a company. Why apply for striking off and dissolution? Any company may apply to Companies House to be struck off the register of companies and dissolved. Some of the most common reasons a company may seek strike off and dissolution include: it is no longer in business or operation it has fulfilled the purposes for which it was incorporated its parent company is carrying out a reorganisation of its group structure and wishes to strike off and...
Trend towards environmental, social governance or sustainability reporting The phrases sustainable business, corporate responsibility ( CR), corporate social responsibility ( CSR) and environmental, social, governance ( ESG) are used across business and legal settings. Broadly, they describe organisations embedding responsible conduct into everyday operations. CSR has traditionally focused on accountability, yet its outcomes were difficult to quantify. That is shifting under the ESG lens, where impacts are increasingly measurable—and therefore simpler to disclose—with CSR often viewed as a forerunner to ESG. Growing numbers of companies recognise that mere legal compliance may no longer suffice to guard against legal, regulatory or reputational exposure; aligning with voluntary standards and reporting frameworks can help mitigate these risks. The drive for transparency and accountability through corporate governance and sustainability disclosures has reignited attention on the ‘triple bottom...
A minority member in a company typically has limited scope to sway management or the majority and, as a result, their interests may at times be overlooked. If they need to safeguard their position, a minority member has several options, eg they may: Bring an unfair prejudice claim by petition Pursue a derivative claim Seek an order for the company to be wound up Issue a claim against a director in their personal capacity, rather than as a director, where justified This fundamentals note explores how a minority member can protect their stake by issuing an unfair prejudice petition. For further information, see Practice Notes: Unfair prejudice claim—what it is and when to use it, Unfair prejudice claim—the procedure and Unfair prejudice claims—key and illustrative decisions [ Archived]. For guidance on other routes and remedies open to a minority member, see...
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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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