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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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ARCHIVED: This Practice Note has been archived and is not maintained. This Brexit quick guide examines measures made under the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as altered by the European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A 2020), to put in place and refine the UK’s anti‑money laundering ( AML) and counter‑terrorist financing ( CTF) framework following Brexit, including bringing the Wire Transfer Regulation ( WTR2) into UK law It also addresses pending European AML/ CTF initiatives, the Sanctions and Anti‑ Money Laundering Act 2018 ( SAMLA 2018), amendments to the Money Laundering Regulations ( MLRs) via EU Exit statutory instruments, and resulting updates to the FCA Handbook For developments concerning the UK and EU positions on the UK’s AML/ CTF regime post‑ Brexit, including items highlighted in this quick guide, see the following Practice Notes: ...
This FLASHCARD is intended to help you absorb and recall the key points on the UK regime for alternative investment funds ( AIFs) and their managers, derived from the Alternative Investment Fund Managers Directive ( AIFMD) ( Directive 2011/61/ EU). What is the AIFMD? The Alternative Investment Fund Managers Directive 2011/61/ EU ( AIFMD) came into effect on 21 July 2011 and had to be implemented by EU Member States by 22 July 2013. It sets out a comprehensive regulatory framework for alternative investment fund managers ( AIFMs) that market or manage AIFs—such as hedge funds, private equity funds, and real estate investment funds—within the EU. How was the AIFMD implemented in the UK? In the UK, implementation combined HM Treasury statutory instruments with rules and guidance in the Financial Conduct Authority ( FCA) Handbook. The principal UK regulation transposing the AIFMD was the...
This Practice Note This Practice Note examines provisions in the Alternative Investment Fund Managers Regulations 2013, SI 2013/1773 ( AIFM UK Regulations), together with the Financial Conduct Authority ( FCA) Handbook—specifically the Investment Funds sourcebook, chapter 3 ( FUND 3). FUND 3 implemented in UK law the Alternative Investment Fund Managers Directive ( Directive 2011/61/ EU) ( AIFMD) obligations for UK alternative investment fund managers ( AIFMs) covering investor disclosures, annual reporting, submissions to regulators, private equity disclosures, and anti-asset stripping rules. Further related material is available in the following Practice Notes: Practice Note: UK AIFM regime—transparency rules and the prospectus on the requirements concerning transparency and the information which must be disclosed to potential investors prior to making a decision to invest Practice Note: EU AIFMD disclosure, reporting and anti-asset stripping requirements on the equivalent requirements under the EU AIFMD...
This Practice Note explores the position of depositaries under the UK framework that transposes the Alternative Investment Fund Managers Directive ( Directive 2011/61/ EU) ( AIFMD). It examines the depositary obligations within the UK AIFM regime, setting out which UK entities can serve as a depositary, the scope of their functions (including oversight), and the rules on delegation, liability, and the depositary agreement. For details on the parallel EU regime, see Practice Note: EU AIFMD—depositaries. UK implementation of AIFMD depositary requirements The AIFMD has been given effect in the UK through a blend of primary legislation in the Financial Services and Markets Act 2000 ( FSMA 2000), secondary legislation—principally the Alternative Investment Fund Managers Regulations 2013, SI 2013/1773 ( AIFM UK Regulations)—and rules made by the Financial Conduct Authority ( FCA) across its Handbook, chiefly in the Investment Funds sourcebook ( FUND). Within the FCA...
BREXIT At 11pm ( GMT) on 31 December 2020, the IP completion day, the transition/implementation phase that followed the UK’s departure from the EU came to a close. From then, key transitional measures ended and notable changes started to apply across the UK’s legal framework. This note provides guidance on areas affected by these shifts. Before continuing your research, see: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived]. Setting the scene The Financial Services Authority ( FSA) — predecessor to the Financial Conduct Authority ( FCA) — brought in the Retail Distribution Review ( RDR) to strengthen consumer confidence in financial services by tightening rules on transparency and charging. The reforms chiefly aimed to keep product charges separate from adviser charges and, in particular, to prevent adviser firms from receiving commissions, profit shares or other payments from product...
The UCITS framework The UCITS Directive sets out a comprehensive, harmonised regime for investment funds available to retail investors across the EU. As a result, a fund authorised in one Member State can be promoted in another via a passporting system. This cross-border access operates through a passport that enables distribution beyond the home Member State. First enacted back in 1985 through the original UCITS Directive ( EC) 85/11 ( UCITS Directive), the rules have undergone multiple updates, the latest being UCITS V Directive 2014/91/ EU ( UCITS V), effective from 18 March 2016. UCITS V is intended to align the UCITS landscape with the Alternative Investment Fund Managers Directive 2011/61/ EU AIFMD ( AIFMD) in relation to remuneration and depositary requirements, and to roll out complementary measures: it sets out the responsibilities of the depositary, requires remuneration policies for key personnel of the UCITS...
This Practice Note explores the regulation of key investor information documents ( KIIDs) under Articles 78–82 of Directive 2009/65/ EC (the UCITS Directive), Chapter 4 of the FCA Handbook on Collective Investment Schemes ( COLL 4), and Regulation ( EU) 583/2010 (the KII Regulation), which prescribes in granular detail how a KIID must be presented. Form and substance of the KIID Layout and order of sections Ways of supplying a KIID to investors Consequences of non-compliance Following the Brexit transition period, the KII Regulation has been retained in the UK with onshoring changes to ensure the regime functions in the UK, as set out in Retained Regulation ( EU) 583/2010 (the text is reproduced in COLL Appendix 1 UK KII Regulation). For further information on UCITS investor information—covering prospectus, annual report, and valuation and pricing details—see Practice Note: Key provisions of...
This Practice Note reviews the function of depositaries of UCITS funds (ie open-ended collective investment schemes ( CIS) that are undertakings for collective investment in transferable securities) and the framework in Directive 2009/65/ EC (the UCITS Directive), as updated by Directive 2014/91/ EU ( UCITS V), along with the supplementing delegated regulations and UK implementing measures (such as the Financial Conduct Authority ( FCA) Handbook), plus the retention measures introduced following the end of the Brexit transition period. It considers a depositary’s obligations and requirements, who may act as depositary, liability, and constraints on delegation... EU legislation on UCITS depositaries Undertakings for collective investment in transferable securities ( UCITS) are open-ended collective investment schemes which comply with Directive 2009/65/ EC on the co-ordination of laws, regulations and administrative provisions relating to UCITS (the UCITS Directive, also known as UCITS IV), as amended by...
This quick guide to Brexit Undertakings for Collective Investment in Transferable Securities 2009/65/ EC ( UCITS) outlines current UK law and retained EU law on UCITS—as well as depositaries, trustees, managers and operators of UK‑authorised non‑ UCITS funds—that are amended and/or revoked by the Collective Investment Schemes ( Amendment etc.) ( EU Exit) Regulations 2019, SI 2019/325 (the UCITS Exit Regulations), together with other instruments taking effect at the end of the implementation period after the UK’s withdrawal from the EU, and related updates to Financial Conduct Authority ( FCA) rules and guidance. This summary explains the arrangements for onshoring EU requirements for UCITS following the Brexit implementation period. For additional practical help on Brexit preparations by asset managers and investment funds, including the effect on delegation by UCITS managers, see Practice Note: Impact of Brexit on asset managers and investment funds [...
Updated December 2025 Introduction The United Arab Emirates ( UAE) sits at a pivotal juncture between leading Western and Eastern markets. Formed as a constitutional union of seven Emirates, each maintains its own local authority, while overarching governance rests with the Supreme Council and the Council of Ministers. As part of the Gulf Cooperation Council ( GCC), the UAE participates in the Middle East’s sole multi-national common market, aimed at deepening cross-border economic and fiscal cohesion. Investing and trading in the UAE offers a broad spectrum of prospects for investors. This Practice Note highlights principal considerations for overseas organisations entering the UAE and the essential actions to commence operations. It concentrates on establishing in Mainland UAE, the Abu Dhabi Global Market ( ADGM), and the Dubai International Financial Centre ( DIFC). Although these jurisdictions are covered in depth, investors can also assess many...
Scope of this Practice Note This Practice Note: sets out what fund tokenisation and digitalisation mean and how they diverge from conventional funds; surveys UK and overseas regulatory moves, highlighting current UK workstreams; details practical steps to launch a tokenised fund; evaluates the benefits of distributed ledger technology ( DLT) for funds; flags principal challenges and risks; and suggests next steps for practitioners. What is fund tokenisation and digitalisation? Fund tokenisation involves capturing elements of a fund’s administration and investor rights as digital tokens recorded on a blockchain ledger. A token digitally mirrors a standard unit or share in a UK authorised fund. The investor’s legal interest remains that of a traditional unit/share; the novelty lies in the representation and maintenance of ownership and fund records. In a traditional UK authorised fund, the unit/share register, asset register and client data sit in conventional book‑entry systems across multiple service providers....
STOP PRESS : In March 2025, the government signalled plans to fold the Payment Systems Regulator and most of its functions into the Financial Conduct Authority. The change aims to simplify the regulatory landscape, cut duplication, and free businesses to focus on innovation and service delivery. While the implementation date is not yet known, HM Treasury indicated in a letter that it intends to legislate at the earliest opportunity. In the meantime, the PSR and FCA plan to work closely together. In September 2025, HM Treasury issued a consultation on the consolidation. It proposes transferring the PSR’s responsibilities—including fostering competition and innovation in payment systems and advancing the interests of consumers and businesses—into the FCA’s framework under the Financial Services and Markets Act 2000 ( FSMA 2000), or into a new part of FSMA 2000 where needed. The government intends to retain the current...
This Practice Note looks at Term Loan B ( TLB) facilities, which often feature as a senior tranche within syndicated loans in leveraged financings. TLBs are long-established in the US market and are increasingly seen in the European lending market for institutional investors. It examines the structure of a typical TLB and how it diverges from traditional European leveraged loans, before setting out the key features. This Practice Note assumes some understanding of leveraged finance. For introductory information, see: Introductory guide to acquisition finance. For explanations of common terms, see Practice Note: Glossary of acquisition finance terms and jargon. What is a Term Loan B? In lending markets, ‘ Term Loan B’ or ‘ TLB’ (short for Term Loan Bullet) describes a tranche of senior secured credit facilities made available to a borrower and intended to be syndicated in the...
Scope of this Practice Note This Practice Note explains the designated regulated activity of ‘providing targeted support’, arising from amendments to the Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001 ( RAO), and mirrored in the Financial Conduct Authority’s near-final Handbook rules set out in policy statement PS25/22: Supporting consumers’ pensions and investment decisions: rules for targeted support. It also summarises the context behind the new framework, with particular reference to the FCA’s Advice Guidance Boundary Review ( AGBR), and points to associated HMT publications. The FCA expects firms to be able to apply for permissions to deliver targeted support from March 2026, with the rules planned to come into force on 6 April 2026, subject to legislation. Background to the AGBR: In its Consumer Investments Strategy, published in September 2021, the FCA outlined its ambition for a consumer investment market in which...
Takaful is a form of risk protection arranged in accordance with Islamic principles. To appreciate how takaful operates and how its documentation works, it is vital to note: the basis of takaful lies in Shari’ah ( Islamic law) its core is the sharing of risk among participants (policyholders), rather than transferring risk to the takaful operator (insurance company) at all times the risk sits with the fund into which participants pay contributions and from which claims are settled as needed (the Participants Solidarity Fund) Tabaru’, Qard Hasan and Shari’ah supervision as key underlying mechanics of takaful Tabaru’ Tabaru’ is an Arabic term signifying a ‘donation’ or a ‘voluntary and gratuitous contribution’. In Islamic legal terms, tabaru’ is a distinctive form of contract: instead of a bilateral exchange, it is a unilateral declaration to transfer ownership without seeking any return. As with the...
ARCHIVED: This Practice Note has been archived and is not maintained Silicon Valley Bank concentrated on providing finance to businesses—particularly early‑stage firms—in the technology and life sciences fields. Escalating concerns about the bank’s resilience triggered the withdrawal of tens of billions in deposits by customers, prompting regulatory intervention on Friday 10 March 2023 in the largest failure of a US bank since 2008. UK authorities took corresponding action. This Practice Note highlights the key matters arising from the collapse, including context, effects on deposits, lending arrangements and derivative positions, and implications for stablecoins and cryptoassets. It also signposts general resources on the legal issues surrounding bank stability. What has happened in the US? On 10 March 2023, California financial regulators seized Silicon Valley Bank, California ( SVBUS) citing inadequate liquidity and insolvency, appointing the Federal Deposit Insurance Corporation ( FDIC) as receiver. On 12 March 2023, the...
The sustainable finance market has seen explosive growth in select product segments over the past five years. Annual green bond issuance, for instance, topped US$500bn in 2021, and environmental resilience is becoming an increasingly significant driver of investment choices worldwide. Yet the Organisation for Economic Co-operation and Development ( OECD) estimates that US$6.9tn a year will be needed through 2050 to fund infrastructure that achieves development goals and delivers a low-carbon, climate-resilient future. If nothing changes, current market finance will fall far short in both scale and approach. One clear but transformative answer is to pool and amplify sustainable assets via sustainable securitisation. For this to be workable, a critical pipeline of sustainable finance assets across multiple classes must be available in the market. Sustainable securitisation can concurrently offer institutional investors access to sustainable assets while easing pressure on bank balance sheets. At...
This Practice Note sets out information on sustainability-linked loans ( SLLs) and the key points to address when drafting and negotiating a sustainability-linked loan agreement. It centres on the Sustainability- Linked Loan Principles ( SLLPs) issued by the Loan Market Association ( LMA), the Asia Pacific Loan Market Association ( APLMA) and the Loan Syndications and Trading Association ( LSTA), as periodically updated. For an introductory overview of sustainable finance for transactional banking and finance lawyers, see Practice Note: Introductory guide to sustainable finance for banking and finance lawyers—this outlines the core concepts and challenges in sustainable finance and summarises the regulatory landscape at a high level. See Types of ESG finance—overview for materials on other ESG financing, including green loans and bonds, social loans and sustainability-linked derivatives... What is meant by a...
Background to this Practice Note In this Practice Note, the term ‘cryptoasset’ describes a digital form of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technology. It may cover: payment tokens (a means of exchange or payment) investment tokens (with attached profit rights) utility tokens (providing access to a particular product or service) A ‘stablecoin’ is a kind of cryptoasset whose value is linked to an external asset, such as fiat currency or gold, to steady the price, or one whose value is set by an algorithm. Supranational stablecoin initiatives IOSCO report on stablecoins On 24 March 2020, the International Organisation of Securities Commissions ( IOSCO) published a report on global stablecoin initiatives, identifying their potential implications for securities markets regulators. The report reviewed the regulatory issues arising from the use of stablecoins and...
Scope of this Practice Note A central bank digital currency ( CBDC) employs a digital record or token to embody the virtual version of a nation’s (or region’s) fiat money. It is centralised because the country’s competent monetary authority issues and supervises it. A CBDC would place electronic money from the central bank in the hands of all households and businesses, letting everyone pay electronically in central bank money. This Practice Note concentrates on work by supranational bodies concerning CBDCs and, increasingly, wholesale tokenised central bank money (including tokenised reserves) and associated cross-border tokenisation arrangements. Since 2024, much of the supranational debate has shifted from considering retail CBDC (r CBDC) in isolation to the interplay between CBDCs, tokenisation, programmable platforms, settlement finality, data governance, AML/ CFT, legal authority and cross-border...
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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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