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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 outlines the disclosure obligations for transactions undertaken by a person discharging managerial responsibility ( PDMR) and persons closely associated with them ( PCAs) under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014), and also examines guidance from the Financial Conduct Authority ( FCA) in Chapter 3 of the Disclosure Guidance and Transparency Rules ( DTR) and from the London Stock Exchange in relation to AIM companies. Regulatory background The EU Market Abuse Regulation became applicable across the EU on 3 July 2016. Its stated aim was to put in place a common regulatory framework covering insider dealing, the unlawful communication of inside information and market manipulation (each a form of market abuse), together with measures designed to prevent market abuse so as to uphold the integrity of financial markets in the EU and to bolster investor...
Under common law contract principles, an insurer cannot pass on the burden of its insurance obligations without the policyholder’s consent. As a rule, this requires a novation involving the existing insurer, the policyholder, and the incoming insurer. An exception arises under Part VII of the Financial Services and Markets Act 2000 ( FSMA 2000), which, subject to specified conditions, allows an insurer to transfer the whole or a defined part of its business without securing the consent of each policyholder... The UK has long operated a mechanism for portfolio transfers. Earlier procedures under the Insurance Companies Act 1982 drew a distinction between long-term insurance (broadly life, annuity, permanent health and pension business) and general insurance. For the former, a court application was required, whereas for general insurance, approval by the regulator was sufficient. In both instances, a persistent difficulty was that outwards...
Practice Note This Practice Note sets out high-level information on the principal requirements of the Senior Management Arrangements, Systems and Controls sourcebook ( SYSC), namely SYSC 2, SYSC 3 (together with the related guidance in SYSC 13), SYSC 4, SYSC 5, SYSC 6, SYSC 7, SYSC 8, SYSC 9, SYSC 10, SYSC 15A and SYSC 19. For assistance on the remaining chapters of SYSC, refer to the separate Practice Notes within this Systems and controls—overview. Parallel obligations for dual-regulated firms are contained in the Prudential Regulation Authority ( PRA) Rulebook and in PRA Supervisory Statements ( SSs). In this Practice Note, references to rules in SYSC are paired with links to the equivalent provisions in the PRA Rulebook and in SSs. For high-level guidance on locating the PRA Rulebook and SS materials that correspond to the various Chapters of SYSC, see — FCA and PRA...
The Lexis+® UK Financial Services team’s Essentials guides consist of Practice Notes offering comprehensive summaries of key UK and EU financial services regulation, covering principal areas of interest and the latest developments. These Essentials Practice Notes act as ‘feeder notes’ into broader Lexis+® UK practical guidance and news. As well as being included in the UK and EU financial services regulation essentials subtopic, they also appear in the appropriate subtopics within the Financial Services topic tree, alongside the materials indicated below and additional content. For collections of one minute guides and timelines, see: UK and EU financial services regulation—one minute guides—overview and UK and EU financial services regulation—trackers and timelines—overview. For a starting point to the content in the Financial Services module, see Practice Note: Financial Services—getting started guide. EU and EU-derived FS regulation essentials UK regulation of alternative investment fund...
Pursuant to article 36H of the Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001, SI 2001/544 ( RAO), running an electronic platform connected to lending in the UK and related arrangements, when undertaken by way of business, generally amounts to a regulated activity. This Practice Note explores the boundaries and reach of that regime, covering the core components of operating such lending systems, the requirements applying to firms authorised to conduct it, and the principal exclusions from the scope as applicable. Regulated activities—general Section 19(1) of the Financial Services and Markets Act 2000 ( FSMA 2000) sets a general ban on performing regulated activities in the UK unless the individual or entity is authorised or exempt. Under FSMA 2000, s 22, an activity only counts as a regulated activity if it is carried on 'by way of...
During the development of the Murabaha structure for the UK, practitioners recognised that its novelty would inevitably create some uncertainty. Consequently, they aimed to embed features that would assist courts when construing Murabaha arrangements. They also acknowledged that conventional legal systems and Shari’ah approach Murabaha in distinct ways. This divergence did not deter Islamic finance participants from advancing the Murabaha agreement; even closely related legal systems, such as the English system, can reach different views on transactions and structures. Accordingly, Islamic finance specialists have crafted Murabaha contracts and other instruments so that they operate under both Shari’ah and the pertinent conventional legal frameworks. The differing readings of Murabaha under conventional law and Shari’ah reflect contrasts in historical evolution and emphasis. In the UK, funders and customers have built a framework around the notion that money can be treated as an asset, creating a market in...
Murabaha Murabaha ranks among the most widely used techniques in Islamic finance globally. This arrangement, often described as 'cost plus profit financing', requires at least three participants. It is naturally suited to property finance, trade finance, and consumer finance transactions to support the purchase of assets. Beyond this, Murabaha can also (and frequently does) address corporate working capital needs, underpin deposit products, and act as a mechanism to generate cash flows. These arrangements are widely executed to finance the acquisition of defined assets. In a typical structure, a customer (the Customer) requests a financier—usually an Islamic financial institution ( IFI), such as a bank or fund operating in Islamic finance—to procure specified goods from an external supplier (the Seller). The IFI then buys the named goods from the Seller and resells those goods to the Customer. The steps involve the IFI buying, then selling on to the...
What are mobile payments? The phrase ‘mobile payments’ carries different meanings depending on the audience. Stripped back, it is simply enabling a customer to use a mobile device to settle a payment to another individual or business. The European Commission, in its Green Paper ‘ Towards an integrated European market for card, internet and mobile payments’, frames a mobile payment as one where the payment data and instruction are initiated, sent or confirmed via a mobile phone or device, whether for online or offline purchases of services, and of digital or physical goods. For further detail on the Commission’s Green Paper, see the EU regulatory approach to mobile payments referenced below. In the UK, the mobile payments sector is expanding rapidly, with the arrival of Apple Pay, Google’s ‘ Android Pay’ and Samsung’s ‘ Samsung Pay’. The retail payments landscape has seen major...
ARCHIVED: This Practice Note has been archived and is no longer updated. It can still assist practitioners seeking to align the provisions of MLD4 with the MLRs. For comprehensive practical guidance on the UK AML/ CTF framework relevant to financial services, see the Anti-money laundering and counter-terrorist financing ( AML/ CTF)—overview; for the EU framework, see the Financial crime and sanctions ( EU Law)—overview. Adoption of MLD5 and implementation in the UK The Fifth Money Laundering Directive ( EU) 2018/843 ( MLD5) was published in the Official Journal of the EU on 19 June 2018 and came into force on 9 July 2018. Member States were required to transpose it into national law by 10 January 2020. MLD5 updates the Fourth Money Laundering Directive ( EU) 2015/849 ( MLD4). In the UK, MLD4 was implemented by the Money Laundering, Terrorist Financing and Transfer of Funds (...
Note: as of 19 January 2026, the Public Offers and Admissions to Trading Regulations 2024 ( POATRs), SI 2024/105, came into force. They govern the public offers of securities and the admission of securities to trading in the UK from 19 January 2026, and are therefore applicable where the prospectus or listing particulars were issued on or after that date. A key element of the updated regime is the repeal of section 90 of the Financial Services and Markets Act 2000 ( FSMA 2000) and its substitution by regulation 30 and Schedule 2 of the POATRs, together with specific provisions concerning the inclusion and use of ‘protected forward-looking statements’ ( PFLS) in such prospectuses/listing particulars. See New Analysis: the UK listing and prospectus regime reform—potential impact on securities litigation. This Practice Note addresses claims for compensation under the statutory FSMA 2000...
This Practice Note considers how the investment research rules were introduced under the recast Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II), as articulated in Commission Delegated Directive ( EU) 2017/593 (the Mi FID II Delegated Directive). It addresses the ban on inducements and the two available carve-outs. It then analyses the investment research carve-out, setting out the conditions firms must meet if they intend clients to fund investment research. For further details on Mi FID II, refer to Practice Note: EU Mi FID II and Mi FIR—essentials. Key points Mi FID II obliges buy-side firms to fund investment research separately from execution services. In other words, using dealing commissions to pay for a bundled execution-and-research offering is not permitted under Mi FID II. Buy-side firms must choose either to absorb the cost of...
This Practice Note examines an FCA-authorised vehicle, the long-term asset fund ( LTAF), created to invest in long-dated, less liquid holdings. It sets out the principal characteristics of the LTAF, covering its investment approach and authorities, who may invest, how redemptions operate, and other central matters such as governance, valuation, disclosure and reporting obligations. For further detail on UK collective investment schemes ( CIS), see: Collective investment schemes ( CIS)—overview. For broader material on investment funds and asset management, including authorised fund vehicles, see: Funds and asset management—general—overview. For the latest and forthcoming changes, see Recent and upcoming developments and key dates below. Background The LTAF framework emerged from a wider, continuing UK policy discussion on promoting long-term investment and addressing the FCA’s view, expressed in Policy Statement ( PS) 21/14: A new authorised fund regime for investing in long-term assets, that some...
This Practice Note on cryptoassets (a type of digital asset) for dispute resolution lawyers outlines what cryptoassets are and why litigators must understand how they function and where they feature in their cases—namely, the kinds of claims that may arise (currently involving chiefly cryptocurrencies), whether forming the crux of the dispute or appearing within the surrounding factual matrix. See: Cryptoassets for dispute resolution lawyers—overview for recognition of the broader range of digital assets (such as non-fungible tokens ( NFTs) and digital securities) to which comparable issues apply regarding the status of such assets under English law as to the creation, protection and enforcement of rights, particularly given their intangible quality, the novel technologies in which they are created/exist and the largely international (and thus seemingly fluid) character commonly associated with them. Note that this is a developing area of law; see Practice Note:...
Sources of limited partnership law The principal legislation governing a limited partnership established under English law (as distinct from a general partnership, a limited liability partnership, or a general partnership constituted under Scottish law) is the Limited Partnerships Act 1907 ( LPA 1907). Nevertheless, it does not amount to a comprehensive code for limited partnerships and preserves the Partnership Act 1890 ( PA 1890) and the equitable and common law rules relevant to partnerships, which continue to apply except to the extent that they conflict with the express terms of the LPA 1907. As with general partnerships, the partners will frequently enter into a written agreement defining their respective rights and obligations inter se, setting out in detail the rights and duties owed between them, though this is not mandatory unless the vehicle is designated a private fund limited partnership (see Practice Note: Limited...
This Practice Note discusses the formation of a limited partnership under the Limited Partnerships Act 1907 ( LPA 1907). It further addresses, among other matters, the rules on a limited partnership’s name, required trading disclosures and the treatment of accounts. From 6 April 2017, the LPA 1907 was updated by the Legislative Reform ( Private Fund Limited Partnerships) Order 2017, SI 2017/514 (the LRO). A draft of the LRO was issued in January 2017 by HM Treasury, accompanied by an explanatory document. The LRO followed a government consultation launched in July 2015 and completed in October 2015 on proposed reforms to UK limited partnership law aimed at enhancing their use as vehicles for private equity and venture capital investment. The changes introduced by the LRO apply solely to limited partnerships that are designated as private fund limited partnerships ( PFLPs)....
ARCHIVED : This Practice Note has been archived and is not maintained . This Practice Note offers: context on moving away from the London Interbank Offered Rate ( LIBOR) and other Interbank Offered Rates ( IBORs) towards risk-free rates ( RFRs) (so called as they indicate minimal credit risk—see glossary definition below) clarification of key terminology relating to the shift to RFRs a table identifying the RFR chosen for each LIBOR currency and the priorities of the relevant Working Group an outline of LIBOR contractual fallbacks details of issues particular to the loan market arising from the transition to RFRs details of issues particular to the derivatives market arising from the transition to RFRs details of issues particular to the debt capital markets arising from the transition to RFRs an update on the current position of EURO...
To reach the Market Standards corporate deal analysis database, click here. You can also open Market Standards from the Tools menu on the right-hand side of the Lexis+® UK Corporate homepage. Lexis+® UK In- House Advisor subscribers can find the database via the Tools menu positioned on the right hand side of the In- House Advisor homepage. Market Standards key features Market Standards is a distinctive service for corporate lawyers available to Lexis+® UK Corporate and Lexis+® UK In- House Advisor subscribers. At its core is a deal analysis database that enables users to locate, analyse and compare data on key elements of public company corporate transactions. Market Standards spans ten transaction or ‘deal’ categories, including takeovers, initial public offerings ( IPOs) and secondary offers. The database also provides analysis of resolutions and voting at FTSE 350 and AIM 50 annual general meetings ( AGMs),...
This Practice Note examines how Brexit affects asset managers and investment funds, and outlines essential ‘no-deal’ readiness measures. For a summary of related Brexit Practice Notes, refer to: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived]. For deeper analysis of Brexit’s implications for funds and their managers, consult: Impact of Brexit: AIFMD—quick guide [ Archived] and Impact of Brexit: UCITS—quick guide [ Archived]... ‘ Onshoring’ of EU funds and asset management regulatory regimes The principal EU regimes governing asset management and investment funds (the Relevant Regimes) comprise: the Alternative Investment Fund Managers Directive 2011/61/ EU ( AIFMD) the Undertakings for Collective Investment in Transferable Securities ( UCITS) Directive 2009/65/ EC the recast Markets in Financial Instruments Directive 2014/65/ EU ( Mi FID II) Throughout the ‘ Brexit transition period’...
This Practice Note outlines the principal distinctions between standard bonds and sukuk, or trust certificates as they are otherwise known, (the Sukuk). It also provides an overview of the principal Sukuk structures and offers commentary on recent trends observed across the Sukuk market. This Practice Note should be read alongside Practice Note: Sukuk documentation and transaction mechanics. What are Sukuk? Sukuk are Shari’ah-compliant certificates, defined by the Accounting and Auditing Organisation for Islamic Financial Institutions ( AAOIFI) as evidencing undivided interests in ownership of tangible assets, usufruct and services, or in the assets of specified projects or particular investment activities. The word ‘ Sukuk’ is Arabic and broadly translates as ‘instruments’ or ‘certificates’. Sukuk are frequently described as Islamic bonds and, in general terms, operate as the fixed-income counterpart of a conventional bond or note instrument. Sukuk follow...
This Practice Note sets out a high‑level summary of the principal standard‑setters and actors in the Islamic finance sector and their respective functions, covering the Islamic Financial Services Board ( IFSB), AAOIFI, the different categories of banks and other financial institutions that provide Shari’ah‑compliant products and services, as well as Shari’ah supervisory boards or committees. It outlines who establishes the standards and who delivers or oversees services within the market... Islamic Financial Services Board The IFSB functions as an international standard‑setter, comprising regulatory and supervisory authorities with a vested interest in maintaining the soundness and stability of the Islamic financial services sector—defined broadly to cover banking, the capital market and insurance. Established in 2002 in Kuala Lumpur, Malaysia by the central banks of Bahrain, Iran, Kuwait, Malaysia, Pakistan, Saudi Arabia and Sudan, together with AAOIFI, the Islamic Development Bank and the...
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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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