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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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Forms available in Lexis+ UK Restructuring & Insolvency The Lexis+ UK Restructuring & Insolvency module provides a selection of forms helpful to restructuring and insolvency practitioners, including: HMCTS forms Insolvency Service forms Companies House forms HM Land Registry forms forms produced by the Lexis Nexis® forms committee forms published in Encyclopaedia of Forms and Precedents Lexis Nexis® forms committee In February 2017, Lexis Nexis® convened the following leading insolvency specialists to create standard-form documents for market-wide use: Chief Registrar Stephen Baister (now retired) David Leibowitz, Restructuring and Insolvency partner at Mischon De Reya Frances Coulson, Head of Insolvency and Restructuring at Wedlake Bell Jeremy Goldring KC, barrister at South Square Alison Curry, former Head of Regulatory Standards & Support at the Insolvency Practitioners Association and technical manager at Alix Partners Mark Sands, Past...
Remuneration The pay of office-holders in both corporate and personal insolvency cases is governed by the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024. When a court considers what an office-holder should receive, it will also apply part six of the Practice Direction on Insolvency Proceedings ( PDIP). Office-holders should further take into account Statement of Insolvency Practice ( SIP) 9, which provides guidance on the basis for fixing remuneration. Although SIPs are not legally binding, they represent best practice and non-compliance can result in serious disciplinary consequences. As an office-holder’s fees are met from the assets of the relevant insolvent estate as an expense, creditors have a direct and clear stake in the level of remuneration. The legislation reflects this by enabling creditors to decide the basis on which an...
Rent Rent is the amount payable by a tenant to the landlord for occupying or using the premises. The rent figure must be capable of being worked out from the lease; it need not be fixed for the whole term, but the starting rent must be identified together with a method—typically a rent review clause—to determine later rents. Rent is usually expressed as exclusive of VAT, payable without deduction and without the need for demand. See Practice Note: Rent and rent review in commercial leases in Scotland. Commercial rent is ordinarily paid in advance by equal instalments on the quarter days, namely: 28 February, May, August and November or, where English parties prefer, 25 December, 25 March, 24 June and 29 September Monthly payment is increasingly common. Where rent is payable quarterly in advance, the entire instalment falls due on the quarter day. This can be...
Protective proceedings In English civil litigation and insolvency, protective proceedings are a vital device for preserving a party’s position while substantive rights are determined. They are commonly deployed to: prevent limitation periods from lapsing, obtain interim relief, and safeguard assets and evidence at risk of dissipation or destruction. This Practice Note concentrates on their role in avoiding the expiry of limitation periods and the practical factors that must be weighed. Although their aim is to uphold justice and procedural fairness, using them calls for nuanced strategy that goes well beyond simply issuing a claim or application. Protective proceedings need careful planning. Decisions should address not only the procedural frameworks in the Insolvency Act 1986, the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024, the CPR and relevant case law, but also the commercial context, evidential...
Although many UK professional services businesses have posted record profits in recent years, there have been striking cases of weaker performance culminating in collapse. In the legal sector, for example, international firm Ince & Co was sold to listed business Gordon Dadds via a pre-pack administration in December 2018, and King & Wood Mallesons’ European arm entered administration in late 2017, with the fall of its UK branch then representing the largest UK law firm insolvency as at that date. Likewise, in 2017, Cluttons LLP, a practice of property consultants and chartered surveyors, went into administration. Professional services outfits in corporate finance report a slowdown in levels of inward M& A activity, owing to the prolonged uncertainty generated by Brexit. The potential effect on the volume of EU nationals coming to work in the UK could also see firms finding it...
Disclosure Under the Part 8 route, there is generally no formal, standard obligation to disclose documents. Accordingly, a party to director disqualification proceedings need not give disclosure unless specifically directed to do so, or where the material is cited or identified in their written evidence. If disclosure is sought from the Secretary of State ( So S), that request does not extend to items not in their personal possession, even where such records are held by the insolvency practitioner ( IP) or another third party. Any disclosure from those holders must instead be pursued separately and directly from them. In keeping with their duty of fairness, the So S will, as a matter of course, disclose all that they are able to, and, where available, will always exhibit documentary proof of anything relied upon in their affidavit. If, in the course of an...
Although every litigation funding agreement ( LFA) and its related papers will differ based on the funder and the nuances of the case being backed, there are core matters that must be tackled during the stages of negotiation. This Practice Note forms part of a concise series by Tanya Lansky and Tets Ishikawa, Managing Directors of Lion Fish Group Ltd, designed to give those negotiating or evaluating LFAs and their accompanying documents a clearer grasp of the considerations involved and the factors at play... Priorities agreements A priorities agreement (often also called the waterfall) is the instrument that expressly determines the order in which the returns from the funded claim are distributed if the case succeeds. Though it only bites upon a positive result, differing models adopted by funders and bargained for by funded parties over time have created fertile ground for...
Yunneng Wind Power Co. Limited successfully sought a Part 26A restructuring plan ( RP), with the convening hearing in July 2023 and the sanction hearing in August 2023. The key points are set out below. Capitalised terms not defined here take the meanings assigned in the convening and sanction judgments. This Deal Debrief forms part of the Restructuring plans collection. For a fuller review of core metrics from RPs lodged in 2023, alongside commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]. Name of plan company Yunneng Wind Power Co.......
This Practice Note examines the winding-up of an insolvent partnership treated as an unregistered company under the Insolvency Partnerships Order 1994 ( IPO 1994), SI 1994/2421, arts 7 and 9, on the petition of a creditor, member, responsible insolvency practitioner ( IP) or the Secretary of State, provided no simultaneous petition is issued against a member or members. IPO 1994, Sch 3, and Sch 5 (for a member’s petition) adjust elements of Part V of the Insolvency Act 1986 ( IA 1986), which addresses the winding-up of an unregistered company. Note: there is no provision for the voluntary winding-up of a partnership ( IA 1986, s 221(4), as modified by IPO 1994, SI 1994/2421, Sch 3 Pt I, para 3). Background General partnerships, unlike limited liability partnerships ( LLPs), do not possess separate legal personality, so partners remain jointly and severally liable for...
Key legislation The UK water sector is tightly regulated; notable legislation governing water companies in England and Wales, pertinent to R& I lawyers, has been refreshed and includes: the Water Industry Act 1991 ( WIA 1991)—sets out the principal powers and duties of water and sewerage undertakers, defines the remit of the Director General of Water Services (now the Office of Water Services ( Ofwat)) and establishes the ability to appoint special administrators the Flood and Water Management Act 2010 ( Commencement No 10) Order 2024, SI 2024/35 (in force from 12 January 2024)—cleared the way for introducing rescue and hive down arrangements for water industry companies in special administration by adding a rescue objective and a new hive down tool to strengthen transfer scheme powers in WIA 1991 (see: LNB News 12/01/2024 25); previously only a direct transfer was allowed the Water...
Waldorf Production UK Plc Waldorf Production UK Plc sought a Part 26A restructuring plan ( RP), with the convening hearing held in March 2025 and sanction hearing in June 2025. Headline matters are set out below (capitalised terms not defined here take the meanings in the convening and sanction judgments). Mr Justice Hildyard declined to sanction the plan on fairness grounds (see Waldorf Production UK Plc [2025] EWHC 2181 ( Ch) (sanction)), yet subsequently granted a leapfrog certificate, permitting the Plan Company to take it straight from the High Court to the Supreme Court (see News Analysis: Leapfrog to Supreme Court approved ( Re Waldorf Production UK Plc)). However, following an agreed disposal of the Group to a subsidiary of Harbour Energy plc, the appeal is expected to be abandoned, and fresh RPs have been lodged in England and Scotland, with convening hearings...
In April 2026, Waldorf CNS ( I) Limited secured a Part 26A restructuring plan ( RP) at a sanction hearing before the Court of Session in Scotland. The principal points are set out below. This Deal Debrief sits within our Restructuring plans toolkit. For an in-depth review of key metrics from RPs lodged in 2024 and commentary from leading figures in the restructuring sphere, see News Analysis: Market Insights Trend Report—trends in Part 26A restructuring plans in 2024. Name of plan company Waldorf CNS ( I) Limited Industry sector Oil and Gas Place of debtor’s incorporation and jurisdictional factors Scotland Timeline 22 January 2026: Practice Statement Letter ( PSL) issued (whilst not formally required in Scotland, a PSL was provided here) 16 February 2026: Convening hearing (or first hearing) scheduled to ......
This Practice Note addresses: the distinctions between amendments, waivers and consents the circumstances and reasons for seeking a waiver how to submit and respond to a waiver request factors for lenders when deciding how to reply to the request the risks to lenders of disregarding a default conditions that may accompany the grant of a waiver or consent how such arrangements ought to be documented What is the difference between amendments, waivers and consents? Fundamentally, any departure from the terms of a facility agreement requires an amendment, a waiver or the lenders’ consent. Both waivers and amendments call for lender approval. On a bilateral facility this is typically straightforward, but it becomes more involved on a syndicated transaction. Syndicated facility agreements based on Loan Market Association ( LMA) documentation treat variations to any finance document as either an amendment or a waiver. Separately, some facility agreements are drafted to permit...
The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 ( IA 1986), the company may proceed by way of a members’ voluntary liquidation ( MVL). For further...
This Practice Note outlines the process by which a Limited Liability Partnership ( LLP) may enter into a voluntary arrangement ( VA). It does not extend to Limited Partnerships; for those, refer to Practice Note: Limited partnerships and insolvency—key principles. Applicable legislation The Limited Liability Partnerships Act 2000 ( LLPA 2000) established LLPs and should be read alongside the Limited Liability Partnerships Regulations 2001 ( LLPR 2001), SI 2001/1090. Through the LLPR 2001, SI 2001/1090, the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024, are applied to LLPs......
This Practice Note offers practical direction on correctly executing documents when one or more parties to a contract are not physically together, often referred to as virtual signing or a virtual closing. The Law Society has brought together established materials covering: execution of documents by virtual means, use of electronic signatures, its ‘ Tips on how to operate in practice’ concerning virtual execution and the use of e‑signatures, and Q& A on using electronic signatures and completing virtual executions, including ‘ Our position on the use of virtual execution and e‑signature during the coronavirus ( COVID‑19) pandemic’. We have assembled a comprehensive, interactive collection to help users identify and navigate the concepts and common issues involved in executing documents, including by virtual means. Each section or phase contains practical guidance, precedent clauses and Q& As relevant to that stage. For more...
Virgin Atlantic Airways Limited Virgin Atlantic Airways Limited sought approval for a Part 26A restructuring plan ( RP) at the convening hearing in August 2020 and at the sanction hearing in September 2020. The headline points are outlined below (capitalised terms, unless otherwise indicated, bear meanings given in convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For analysis of key metrics from RPs submitted in 2023, along with commentary from leading lights in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
Three Virgin Active companies applied for Part 26A restructuring plans ( RPs) At a convening hearing in March 2021 and a sanction hearing in May 2021, three Virgin Active entities sought Part 26A restructuring plans ( RPs). The key matters are set out below (capitalised terms not defined here have the meanings in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For an in‑depth review of metrics from RPs submitted in 2023, together with insights from leading figures in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
This Practice Note explains how the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246, influence an employer’s scope to amend contractual terms and conditions of employment. TUPE—the pre- January 2014 position [ Archived]— Variation of contract terms For details of the position in cases where: the relevant transfer under TUPE 2006 occurred before 31 January 2014; or the purported variation was agreed before 31 January 2014 (or, if not agreed, it began to take effect prior to that date) This Practice Note includes references to case law of the Court of Justice of the European Union ( CJEU). For guidance on whether CJEU judgments are binding on UK courts, see Practice Note: Assimilated law— Assimilated case law. EU-derived legislation—such as much of TUPE 2006—enacted to fulfil UK obligations under EU law (for example,...
Why are valuations necessary? Broadly, valuations for schemes of arrangement or Part 26A restructuring plans serve to contrast projections of (i) what creditors and shareholders recover within the scheme/plan against (ii) the business value and associated recoveries if no scheme/plan proceeded. The setting and method of sale can profoundly influence proceeds or value achieved on disposal. Because sale routes differ, the realised figure may vary markedly. When delivering a valuation, a valuer must adopt assumptions about how and in what circumstances an imagined sale would take place, including the route to market, timing and prevailing conditions. Accordingly, valuation exercises typically weigh the expected distributions under the proposed scheme or plan against the counterfactual position were the scheme or plan not implemented. For schemes or restructuring plans—often concerning financially stressed companies that may otherwise enter administration or...
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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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