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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 no longer maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, together with an explanatory memorandum. These regulations replace the assimilated UK Short Selling Regulation and introduce a new legislative framework governing short selling in the UK, defining designated activities and empowering the Financial Conduct Authority ( FCA) to set rules for those activities, alongside powers to act in exceptional circumstances. Certain parts commenced on 14 January 2025, with the remainder starting on the date the revocation of the UK Short Selling Regulation takes effect under FSMA 2023. The UK’s new regime removes obligations on investors when entering short positions in sovereign debt or sovereign credit default swaps ( CDS) and the linked reporting requirements, while keeping sovereign debt and sovereign CDS within the FCA’s...
This Practice Note outlines the changes to the UK’s bank recovery and resolution framework introduced by the Bank Resolution ( Recapitalisation) Act 2025 (the Act). The Act extends to every institution to which the special resolution regime ( SRR) under the Banking Act 2009 ( BA 2009) applies. Accordingly, it captures banks, building societies and certain investment firms designated by the Prudential Regulation Authority ( PRA). For simplicity, this Practice Note groups these entities collectively as ‘banks’. Background to the Act Failure of Silicon Valley Bank Silicon Valley Bank ( SVB) was a US lender with a focus on technology. From July 2022, it operated in the UK via a distinct legal entity, Silicon Valley Bank UK Limited ( SVBUK). SVBUK was authorised by the PRA and, like any other UK bank, was dual-regulated by the PRA and the Financial Conduct Authority ( FCA). As a...
ARCHIVED : This Practice Note has been archived and is not maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, accompanied by an explanatory memorandum. The regulations supplant the assimilated UK Short Selling Regulation and set out a new and comprehensive legislative framework governing short selling in the UK, defining specific designated activities applicable to short selling and conferring upon the Financial Conduct Authority powers to make rules for those activities, together with authority to intervene as appropriate in exceptional circumstances. Certain provisions took effect on 14 January 2025, with the remaining provisions then commencing on the day the revocation of the UK Short Selling Regulation takes effect under the Financial Services and Markets Act 2023. For a summary of the background to the new UK regime, see The UK Short Selling Regulation— Review of the UK Short...
Short selling: the two key types The onshored Short Selling Regulation, Assimilated Regulation ( EU) 236/2012 (the UK Short Selling Regulation), applies in the UK and sets out the definition of short selling in Article 2. Put simply, it is a method where a trader agrees to sell a security they do not presently own, seeking to profit by selling first and, later on, buying the same security back at a lower price so it can be returned to the original holder. The strategy hinges on a subsequent repurchase at a reduced price to realise a gain. Short selling occurs in the cash equities markets, and there are derivative equivalents that mirror the effect. A short exposure can also be established using index futures, options, and spread bets, offering alternative ways to implement the view that prices may fall. In summary, there are two types of short...
STOP PRESS: On 28 October 2025, the FCA issued consultation paper CP25/29 setting out proposed rules and guidance for short selling activity. In April 2026, it followed with Policy Statement PS26/5, which explained its reply to feedback on CP25/29 and confirmed its final rules. Those rules sit in a new Short Selling Rules sourcebook ( SSR) and take effect on 13 July 2026. Short selling means selling a security that the seller has borrowed, or does not own, intending to repurchase it later at a lower price to realise a profit. This Practice Note outlines the principal elements of the updated UK framework created by the Short Selling Regulations 2025 ( SI 2025/29) and the FCA’s Short Selling Rules sourcebook ( SSR), which becomes effective on 13 July 2026. The UK short selling regime—background and purpose The Short Selling Regulations 2025 ( SSR 2025)...
This Brexit Securities Financing Transactions Regulation ( EU) 2015/2365 ( SFTR) quick guide outlines current UK legislation and retained EU legislation linked to the SFTR that are amended and/or revoked by the Transparency of Securities Financing Transactions and of Reuse ( Amendment) ( EU Exit) Regulations 2019, SI 2019/542 (the SFT Exit Regulations), and other regulations, at the end of the implementation period, together with the UK’s divergence from the SFTR following withdrawal from the EU, and related changes to Financial Conduct Authority ( FCA) rules and guidance. For an overview of Brexit-related Financial Services materials, see Practice Note: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived] and, for further details on EU/ UK SFTR divergence, see Practice Note: Quick Look Brexit Financial Services Legislation Status Guide— SFTR [ Archived]. The summary below explains the...
ARCHIVED: This document is archived and no longer maintained This Practice Note summarises at a high level Assimilated Regulation ( EU) 2017/2402, known as the UK Securitisation Regulation. It is supported by the following measures: Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation), which adjusts the regulatory capital treatment under Assimilated Regulation ( EU) 575/2013 ( UK CRR) for both STS and non‑ STS securitisation exposures held by credit institutions and investment firms. Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation), which aligns the capital treatment under Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) for STS positions held by insurers and reinsurers with the UK CRR treatment of STS positions held by credit institutions and investment firms. For details on the UK CRR Amendment Regulation and the UK...
ARCHIVED: This Practice Note is archived and is no longer maintained. It sets out information on Assimilated Regulation ( EU) 2017/2402 ( UK Securitisation Regulation). The UK securitisation regime— UK Securitisation Regulation and related legislation The key instruments forming the UK securitisation regime are: the UK Securitisation Regulation Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation), which renders the capital treatment of securitisations for banks and investment firms under Assimilated Regulation ( EU) 575/2013 ( UK CRR) more risk-sensitive and better able to reflect the specific features of STS securitisations Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation), which amends Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) to ensure alignment and consistency with the UK Securitisation Regulation and the UK CRR Amendment...
STOP PRESS On 17 February 2026, the FCA and PRA issued consultation papers— CP26/6 ( Rules for reforming the UK Securitisation Framework) and CP2/26 ( Reforms to securitisation requirements), respectively—setting out proposed reforms to the UK securitisation framework. The proposals include, among other matters, simplifying due diligence obligations and streamlining transparency requirements. Responses to both consultations are due by 18 May 2026. The FCA plans to make final rules in H2 2026. The PRA proposes an implementation date for changes arising from its consultation in Q2 2027. This Practice Note sets out the legislative and regulatory framework for UK securitisations with effect from 1 November 2024. Background and legislative and regulatory framework Repeal of the UK Securitisation Regulation On 1 November 2024, the assimilated EU Securitisation Regulation ( EU) 2017/2402 (the UK Securitisation Regulation) ceased to apply in the UK, and new...
The UK securitisation framework From IP completion day (30 December 2020), the UK applies the following: Assimilated Regulation ( EU) 2017/2402 (the UK Securitisation Regulation) Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation) Assimilated Regulation ( EU) 575/2013 ( UK CRR) Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation) Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) The UK government has undertaken a significant reform of the securitisation regime. For more on the proposed legal and regulatory framework for UK securitisations, see Practice Note: The new UK securitisation regime. The PRA’s supervisory statement SS10/18— Securitisation: General requirements and capital framework, updated by the PRA’s policy statement PS7/24— Securitisation: General requirements and also effective from 1 November 2024, sets out the PRA’s...
This Practice Note reviews the nature and objectives of stabilisation, the way stabilisation is conducted, the potential offences that may arise when performing stabilisation, and the availability of the safe harbour under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) No 596/2014) and the UK Buy-back and Stabilisation Regulation ( Assimilated Regulation ( EU) 2016/1052, which supplements the Market Abuse Regulation by setting regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures). For commentary on the stamp duty and stamp duty reserve tax consequences of a stabilisation transaction, see Practice Note: Stamp duty and SDRT implications of stabilisation transactions, including the over-allotment or greenshoe option (a subscription to Lexis+® UK Tax will be required). What is stabilisation? Stabilisation is, at its core, the artificial intervention in the market price of securities to keep the price at a chosen level and...
This Practice Note outlines the financial sanctions reporting duties for firms authorised by the Financial Conduct Authority ( FCA) under the Financial Services and Markets Act 2000 ( FSMA 2000), as well as those under the FCA’s broader supervisory remit, including e‑money institutions, payment firms and cryptoasset businesses (together, firms). It explains how firms must notify the FCA of sanctions breaches, suspected breaches, and any deficiencies in their sanctions systems and controls. It also sets out the FCA’s expectations on reporting to the Office of Financial Sanctions Implementation ( OFSI) and on making a Suspicious Activity Report ( SAR) where appropriate, the arrangements for information exchange between OFSI and the FCA, and the FCA’s sanctions‑related financial crime annual return ( REP‑ CRIM). For a summary of the UK legal and regulatory sanctions architecture for firms, see Practice Note:...
This Practice Note offers an overview of international sanctions regimes. It clarifies what sanctions mean, differentiates between financial sanctions and trade sanctions, and outlines the distinct legal frameworks through which international sanctions are imposed, including UN sanctions, UK domestic sanctions and EU sanctions. It also describes how sanctions are enforced and how, in the UK, penalties for breaching sanctions are applied. What are sanctions? Sanctions are temporary restrictions or bans put in place by governments that govern how their nationals and entities deal with sanctioned states or regimes. They may, for instance, forbid particular categories of goods from being exported to, or imported from, a sanctioned country, or designate individuals, companies or vessels in that jurisdiction with whom business is prohibited. In some situations, specific activities can be authorised under a licence issued by the competent...
Practice Note This Practice Note explores the tax position of UK real estate investment trusts ( REITs—and, in tax legislation, UK REITs) alongside their shareholders. The purpose of the UK REIT regime is to deliver a tax‑efficient structure that facilitates investment into the UK real estate sector by a broad spectrum of investors. A core feature of the regime is the shift of the tax point away from the investment entity, with the incidence of tax instead placed on its shareholders, so that liability arises at investor level rather than within the vehicle......
The UK regime for real estate investment trusts ( REITs, or UK REITs in tax legislation) requires companies or groups aiming to access the regime to satisfy a range of conditions. These criteria, along with certain additional tests, must be met continuously throughout every accounting period in which the company or group remains within the regime. This Practice Note outlines those conditions and tests. Breaches of the conditions and the tax implications of leaving the REIT regime are covered in Practice Note: REITs—breaches and exit. For an overview of the regime, see Practice Note: REITs—summary of the tax regime. For the tax position of the vehicle and its investors, refer to Practice Note: REITs—tax treatment of the REIT and its shareholders. Company REITs v group REITs A REIT may consist of a single company or a group of companies, and this Practice Note...
UK real estate investment trusts ( UK REITs) The UK regime for real estate investment trusts ( REITs, termed UK REITs in statute) took effect on 1 January 2007. There are now in excess of 150 REITs, several of which moved into the structure when the framework first commenced. Those early adopters have since been joined by many more participants owing to revisions to the entry criteria, in particular the following: the removal of the entry charge; permission for REITs to invest in other REITs; and a relaxation of the listing condition so that companies without a formal listing, but admitted to trading and actually traded on a recognised stock exchange (for example on markets such as AIM), can also qualify. Further amendments have been introduced to the REIT rules in recent years with the stated intention of making the regime more...
FSMA 2000 activities and investments Under section 19 of the Financial Services and Markets Act 2000 ( FSMA 2000), no one may conduct a regulated activity in the United Kingdom, or hold themselves out as doing so, unless they are authorised by the Prudential Regulation Authority ( PRA) and/or the Financial Conduct Authority ( FCA), or are an exempt person. This is referred to as the general prohibition. Under FSMA 2000, s 22, a regulated activity is a specified category of activity carried on by way of business in the UK that relates to a specified investment or, depending on the activity, ‘property of any kind’. Activities and investments are ‘specified’ where they are designated as such in the Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001 ( SI 2001/544) (as amended) ( RAO). For further details on the general...
Regulated activities—general The Financial Services and Markets Act 2000 ( FSMA 2000) governs home finance transactions. Under FSMA 2000, s 19(1), a person may not undertake a regulated activity in the UK unless they are an authorised person or exempt. ‘ Person’ is interpreted widely to include any person, covering bodies corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership). For information on exemptions connected to the regulated activity of entering into regulated credit agreements as lender, see Exclusions— Exclusions of general applicability below. For further details on regulated activities, see Practice Note: What are regulated activities? In line with FSMA 2000, s 22, an activity is only a regulated activity if it is carried on ‘by way of business’. FCA guidance indicates that whether an activity is carried on by way of business depends on several...
Scope of this Practice Note A central bank digital currency ( CBDC) employs an electronic record or token to embody a digital form of a nation’s (or region’s) fiat money. It is a centralised instrument because the state’s competent monetary authority issues and regulates it. A CBDC would place electronic money, created by a country’s central bank, within reach of all households and businesses. As a result, everyone could make electronic payments using central bank money. This Practice Note concentrates on the efforts of UK authorities to develop a CBDC, which UK regulators describe as a ‘digital pound’. UK proposals for a digital pound UK regulators refer to a prospective domestic CBDC as the ‘digital pound’. Bank of England speeches and papers in relation to CBDCs The Bank of England ( Bo E) has been closely involved in debate and research on CBDCs. In a speech by Ben...
Background to the regulation of sending dematerialised instructions Under the Uncertificated Securities Regulations 2001, SI 2001/3755 (the USRs 2001), a 'dematerialised instruction' refers to an order transmitted or received via a 'relevant system'—that is, a computer-based system, and its procedures, which allow title to units of a security to be evidenced and transferred without a written instrument, and which support supplementary and incidental matters. The sending of dematerialised instructions first became a regulated activity in 1996 under the Financial Services Act 1986 ( FSA 1986), following the launch of CREST on 15 July 1996, with the first settlement of transactions in uncertificated form occurring on 19 August 1996. CREST’s launch arrived only three years after the Bank of England ( Bo E) created the Task Force on Securities Settlement to determine which securities settlement system should be adopted after the failure of the London Stock...
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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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