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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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What are unapproved share options? Share options give an individual the right to acquire shares once specific conditions are met—such as a period elapsing or a defined event occurring—provided the holder pays the fixed amount to buy those shares at that time. See Q& A: What is the difference between a share and a share option? The term unapproved option refers to any share option not granted under the statutory tax-advantaged arrangements—being a company share option plan ( CSOP), an enterprise management incentives ( EMI) scheme or a save as you earn scheme ( SAYE)—and originates from the time when these schemes typically needed HMRC’s formal approval before the associated statutory tax reliefs could apply. Although, since April 2014, HMRC approval is no longer required for a statutory tax-advantaged scheme, the expression continues to be used. Unapproved options can be granted under a...
This Resource Note collates commentary, analysis and sources to aid interpretation of, and give practical guidance on the application of, UKLR 8 of the UK Listing Rules, which addresses requirements for companies in the equity shares (commercial companies) category—also known as the commercial companies category—in relation to related party transactions ( RPT)... Where relevant, it signposts: the Financial Conduct Authority ( FCA) Handbook FCA guidance in its Knowledge Base— Procedural notes and Technical notes (which constitute formal guidance and are binding on the FCA) FCA consultation papers ( CP), discussion papers ( DP), policy statements ( PS) and feedback statements Primary Market Bulletins and other publications of the FCA former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to the interpretation or application of a provision assimilated EU...
FORTHCOMING CHANGE relating to UK transfer pricing legislation: On 29 April 2025, the UK government released draft legislation for technical consultation setting out a series of proposed revisions to the UK transfer pricing framework, together with related amendments to the rules on permanent establishment and the diverted profits tax. Headline measures include: the withdrawal of UK-to- UK transfer pricing, save for targeted exceptions designed to deter tax arbitrage; changes to the participation condition; and a range of updates to provisions that regulate financial transactions. The draft text follows the Conservative government’s initial policy consultation on reform launched in 2023, and the Labour government’s Autumn Budget 2024 announcement of further consultations. A further consultation, also launched on 29 April 2025, proposes limiting the current SME exemption to small enterprises only, and introducing a new filing obligation for...
The way consideration payable for the acquisition of shares is structured is not always straightforward. In many transactions, how the consideration payable for a share purchase is arranged is far from simple. Quite often, payment is postponed, deferred or made conditional upon the satisfaction of specified contingencies. The structure and timing of such payments are therefore rarely straightforward. Most of the time, this reflects the buyer’s desire to: be satisfied that, when the deal completes, the company is in fact worth what the buyer believes it is worth at that point in time In such circumstances, sale agreements commonly include a price adjustment mechanism, typically calculated by reference to a set of accounts that are prepared as at the completion date. Any further sum payable (or any repayment due) is only settled once those accounts have been prepared, finalised and agreed, which can be several months after...
Rule 30— Setting the scene This Resource Note summarises the core provisions of Rule 30 of The City Code on Takeovers and Mergers ( Code), which governs the circulation of documents, announcements and information during an offer. It signposts pertinent material, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 30... Materials included Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive), offering informal guidance on how the Executive typically reads and applies the Code Panel Statements ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee Annual Reports from the Panel discussing overarching issues ( Annual Reports) relevant Lexis+® UK...
This Resource Note sets out the principal provisions of Rule 12 of The City Code on Takeovers and Mergers (the Code). It signposts materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to offer practical guidance on interpreting and applying Rule 12. Materials addressed in this Resource Note include: the detailed notes to the Code ( Notes), which explain the intended implementation of the Rules, and the relevant Appendices covering specific matters Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee relevant Lexis+® UK resources 2021 changes to Code In March 2021, the Panel confirmed it would proceed with amendments to the Code concerning the treatment of offer conditions and the offer timetable. For firm offers announced before 5 July 2021, Rule 12.1...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) received Royal Assent on 26 October 2023. Designed to bolster corporate transparency in the UK, the Act chiefly delivers reforms to Companies House and changes to provisions within the Companies Act 2006. It also intends to update the regulatory landscape for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be rolled out in phases. A number of its measures took effect on 4 March 2024 and may have a bearing on this content. For more information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, notably the legislation and consultation tracker. Rules and guidance The statutory requirements governing the annual accounts of small LLPs are contained in: Part 15 of the Companies Act 2006 ( CA...
Introduction and legal framework Like many jurisdictions, the UK oversees public offerings of securities through a range of investor safeguards. UK legislation imposes a blanket ban on inviting the public to subscribe for securities unless an exemption is available. Beyond employee share schemes, a principal carve‑out arises where the securities are intended to be admitted to trading on a regulated market (for example, the Main Market of the London Stock Exchange) or a primary multilateral trading facility ( MTF) such as AIM. On a first admission, including an IPO, the issuer will ordinarily be required to produce a prospectus which, depending on the market, may need approval from the Financial Conduct Authority ( FCA). Where employees are the offerees, companies generally utilise a distinct ‘employee offer’ exemption from the general prohibition, provided specified information about the offer is supplied. Other exemptions can also apply. An...
A limited company can repurchase its own shares, provided it satisfies the conditions laid down in the Companies Act 2006 ( CA 2006). This activity is commonly described as a share buyback, or a purchase of own shares undertaken by the company. Alongside the requirements of CA 2006, further rules and guidance are relevant and applicable where a listed company or an AIM company proposes to buy back its shares. In particular, a listed company must have regard to the UK Listing Rules ( UKLRs), and this Practice Note specifically considers how those provisions apply to a company with equity shares admitted to the equity shares (commercial companies) category. An AIM company must likewise have regard to the AIM Rules for Companies ( AIM Rules); however, these rules do not specifically address share buybacks, and AIM Regulation has confirmed that, in most...
Corporate transparency reform—company registers The people with significant control ( PSC) register supplies clearer, up-to-date details on who ultimately owns and directs companies and other entities, with this data publicly accessible on the central register maintained by Companies House. It assists investors when weighing up potential investments in a company, and it also aids law enforcement bodies in investigating money laundering. The regime came into force on 6 April 2016 under Part 21A of the Companies Act 2006 ( CA 2006), inserted by Schedule 3 to the Small Business, Enterprise and Employment Act 2015. For simplicity, this document uses ‘company’ and ‘companies’ to describe entities required to keep a PSC register. See Practice Note: PSC register—the people with significant control regime for an overview of the whole PSC regime. ECCTA 2023 amends CA 2006 to abolish the obligation on a company to maintain its own...
This Practice Note forms part of the Lexis+® UK Corporate Private equity buyout transaction collection. Following completion of a private equity buyout, various tasks will need to be carried out; the precise requirements will hinge on the particular features of the transaction in each specific case. The bulk of these activities will typically fall to the private equity investor’s/buyer’s legal advisers, in practice. Post-completion tasks for the buyer/buyer’s group In the days immediately following completion, the private equity investor’s/buyer’s lawyers will be required to undertake a number of actions......
The Modern Slavery Act 2015 ( MSA 2015) The Modern Slavery Act 2015 ( MSA 2015) gained Royal Assent on 26 March 2015. Under Section 54, certain firms are required to prepare and make public a statement addressing modern slavery and human trafficking, for each and every financial year of the organisation. The government has issued guidance (the Guidance), which was updated on 27 March 2025. The 2025 revision marks the first wholesale replacement of the Guidance since its initial issue in October 2015, displacing earlier incremental updates. The Guidance states plainly that organisations ought to release their statement as soon as is reasonably practicable after the close of their financial year, and preferably no later than six months after the organisation’s year end. Accordingly, a company with a 31 March year end should, in effect, have its statement available by 30...
Practice Note This Practice Note outlines our materials for corporate lawyers on the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014). Following the conclusion of the Brexit implementation period, the UK Market Abuse Regulation is in force in the UK. Resources for corporate teams on the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) are available within the topic: Financial services regulation for corporate lawyers, under the subtopic Market abuse and market conduct......
People with significant control ( PSC) regime The architecture of the people with significant control ( PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 ( CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with...
This Practice Note centres on when those holding voting rights in an issuer must notify in respect of shares admitted to trading on a UK regulated or prescribed market, namely when their stake reaches, crosses above, or drops below a threshold specified in DTR 5 of the Disclosure Guidance and Transparency Rules ( DTR). It likewise covers the parallel notification duties imposed on the issuers of those shares under DTR 5. A person may hold voting interests as a shareholder and/or via direct or indirect positions in specified financial instruments. For details of the notification obligations relating to transactions by a person discharging managerial responsibilities, see Practice Note: Continuing obligations—transactions by a person discharging managerial responsibilities ( UK Market Abuse Regulation and DTR 3). Summary DTR 5 prescribes how major voting rights arising from investors’ shareholdings must be disclosed. The regime originates from the EU...
When a business begins to show signs of financial strain, its directors should respond promptly if they hope to deliver a successful restructuring. Timelines differ from deal to deal, and will usually lengthen where the transaction is complex, numerous stakeholders are involved, or multiple jurisdictions are in play. Nevertheless, the broader pattern is that restructurings are concluded more swiftly as participants become familiar with reviewing the range of options......
This archived user guide This archived user guide offers guidance and practical tips on using Lexis+® UK Corporate’s AGM share capital authorities calculator ( Calculator), suitable for listed and unlisted public companies, as well as AIM companies. It also contains a number of worked examples and example reports. Under the Companies Act 2006 ( CA 2006), a company must obtain shareholder approval, by special or ordinary resolution, to authorise directors to undertake specified actions concerning the company’s share capital. In most cases, the shareholders of a public company grant these authorities each year at the annual general meeting ( AGM), which every public company is required to hold. For details on AGMs, see: Calling an AGM—overview and Holding an AGM—overview......
Market Standards and Lexis+® UK Practical Guidance Market Standards and Lexis+® UK Practical Guidance outline how shareholders voted at the annual general meetings ( AGMs) of FTSE 350 companies as the 2024 AGM season drew to a close, and assess the matters companies should consider as they head towards the 2025 season. Commentary is woven throughout by Will Chalk, Partner, Ashurt, and the piece ends with closing observations from Wilma Rix, senior associate, Linklaters, and Pete Fowler ( Chief Operating Officer, Lumi Global)......
TUPE—key points The Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( SI 2006/246) have applied since 6 April 2006. They give effect to Directive 2001/23/ EC, the Acquired Rights Directive ( ARD). As a result, courts and employment tribunals must interpret TUPE purposively so that the Directive’s aim—protecting employees when a business transfers—is fulfilled. EU-derived measures, including much of TUPE that implement the UK’s obligations under EU law (such as implementing the ARD), continue to operate within the UK’s domestic legal order as assimilated law. For further information, see Practice Note: Assimilated law. TUPE has a broad reach. TUPE can bite when a client acquires something that comes with staff attached—whether it appears to be an asset or an activity rather than a whole business—so that those workers’ rights are safeguarded. For instance, purchasing a shopping centre will typically involve cleaners, security...
This Practice Note sets out the purpose and importance of time of the essence clauses in commercial contracts. It outlines the general rule and its exceptions, and considers practical points for both supplier and customer when evaluating time of the essence provisions in supply of goods or services agreements. For a Precedent time of the essence clause with detailed drafting notes, see Precedent: clause. See also: Drafting and negotiating a time of the essence clause—checklist. For discussion of time of the essence clauses in the context of: construction contracts, see Practice Note: —construction contracts rent reviews, see Practice Note: A guide to rent review for property lawyers— When is time of the essence? Consequence of a time of the essence clause Where a contract stipulates that ‘time is of the essence’ for the performance of an obligation, there is a...
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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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