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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 monitors the development of UK legislation brought forward under the legislative programme linked to the UK’s departure from the EU. It also features a Brexit SI database that compiles details of both draft and made secondary legislation related to Brexit. Quick links Use the links below to go directly to the relevant section or tracker. Practice area trackers Follow the links below for trackers focused on Brexit legislation across specific practice areas: Commercial Corporate Crime Dispute Resolution Employment Energy Environment Financial Services Information Law Intellectual Property Life Sciences Local Government Pensions Property R& I Tax For further updates and guidance tailored to individual practice areas, see: Brexit collection......
Continuing obligations of an AIM company A company admitted to trading on AIM (an AIM company) is required to observe a set of ongoing requirements contained in the AIM Rules for Companies ( AIM Rules), as issued by London Stock Exchange plc ( LSE). Such a company should also take account of the AIM Rules for Nominated Advisers, which outline the duties and expectations of its nominated adviser, together with the AIM Disciplinary Procedures and Appeals Handbook in full. There are further applicable legal and regulatory regimes which include the Companies Act 2006 ( CA 2006), the Financial Services and Markets Act 2000 ( FSMA 2000), the Financial Services Act 2012 ( FSA 2012), the City Code on Takeovers and Mergers (the Takeover Code), certain relevant sections of the Disclosure Guidance and Transparency Rules ( DTR), and the UK Market Abuse...
This Practice Note outlines the EU remuneration framework contained in the Capital Requirements Directive 2013/36/ EU ( EU CRD IV) and Regulation ( EU) 575/2013 ( EU CRR), together with the remuneration provisions in the Investment Firms Directive ( EU) 2019/2034 ( IFD) and the Investment Firms Regulation ( EU) 2019/2033 ( IFR). These rules apply to pay awarded by credit institutions and investment firms to their staff... Background and introduction to EU CRD IV and EU CRR In the aftermath of the 2008 global financial crisis, the Financial Stability Board ( FSB) and a number of national regulators reviewed remuneration governance and structures across financial services. They concluded that: firms and supervisors underestimated how pay policies and practices could fuel excessive risk-taking remuneration design, notably cash-heavy, short-term incentives, promoted undue risk appetite bonus pool methodologies did not adequately reflect firms’ capital and...
ARCHIVED: This Practice Note is now archived and is no longer maintained. It brings together material on fiscal events across the 2022–23 tax year, starting with the Spring Statement on 23 March 2022 and extending to the passage of the Finance ( No 2) Act 2023 through Parliament. For more on the annual Budget and Finance Bill process, see Practice Note: The Budget and Finance Bill process. Spring Budget 2023 The Chancellor of the Exchequer presented his Spring Budget on Wednesday, 15 March 2023. Our analysis covers: Spring Budget 2023- Tax analysis-a synopsis of the principal business tax announcements in the Spring Budget, together with perspectives from leading tax practitioners Spring Budget 2023-key tax announcements video-by Malcolm Pengelly, Tax Principal at BDO UK Spring Budget 2023-tax announcement video analysis-by Heather Self, Corporate Tax Partner, and Neil Lancaster, Private Client Partner, at Blick...
ARCHIVED: This Practice Note has been archived and is no longer maintained. It brings together material on fiscal developments across the 2021–22 tax year, commencing with the publication of draft provisions for Finance Bill 2022 (also described as Finance Bill 2021–22) and continuing through to the expected passage of the Finance Act 2022 ( FA 2022) through parliament. For further detail on the annual Budget and Finance Bill process, see Practice Note: The Budget and Finance Bill process. Finance Bill 2022 Finance Bill 2022 ( FB 2022)-formally the Finance ( No 2) Bill, as it is the second Finance Bill of the 2021–22 Parliamentary session, and also referred to as Finance Bill 2021–22-was published on 4 November 2021. For an overview of the FB 2022 provisions, see News Analysis: Publication......
What are optional remuneration arrangements? Optional Remuneration Arrangements ( Op RAs) were brought in by the Finance Act 2017 and have applied from 6 April 2017. Transitional measures covered agreements already in place when the regime commenced. In essence, Op RA captures set-ups where employees either surrender a right to salary or opt to receive a benefit instead of cash pay. The overall effect was to remove the tax advantages that previously attached to such structures. HMRC notes the rules were introduced to ‘redress the advantages that use of these arrangements allowed’, so that employees do not pay less income tax and National Insurance contributions ( NICs) than if the same value were delivered entirely as cash earnings. The regime applies for income tax purposes and when calculating the amount liable to NICs. It does not, however, attempt to change which class of NICs...
ARCHIVED : This Practice Note has been archived and is not maintained. This Practice Note sets out the principal modifications to Retained Regulation ( EU) 596/2014 (the UK Market Abuse Regulation) resulting from the onshoring process, of particular relevance to corporate lawyers. It summarises revisions to article 2 ( Scope), article 3 ( Definitions), article 5 ( Exemption for buy-back programmes and stabilisation), article 9 ( Legitimate behaviour), article 11 ( Market soundings), article 12 ( Market manipulation), article 13 ( Accepted market practices), article 17 ( Public disclosure of inside information), article 18 ( Insider lists) and article 19 ( Managers’ transactions). The following statutory instruments are pertinent when considering amendments to the UK Market Abuse Regulation: Market Abuse ( Amendment) ( EU Exit) Regulations 2019 ( Market Abuse Regulations 2019), made on 18 February 2019 Gibraltar ( Miscellaneous Amendments) ( EU Exit)...
The UK’s formal withdrawal from the EU took effect at 11 pm on 31 January 2020 (exit day). At that point, the withdrawal period under Article 50 TEU concluded, and the ratified Withdrawal Agreement, which set the legal terms of the UK’s departure, entered into force. On exit day, the ratified Withdrawal Agreement was released in the Official Journal of the European Union, together with the Political Declaration outlining the framework for the future relationship between the UK and the EU: Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community, OJ L 29 31.01.20, p 7-187 Political declaration setting out the framework for the future relationship between the European Union and the United Kingdom, OJ C 34 31.01.20, p 1-16 Exit day stood as a significant milestone, being the date on which the UK...
The regime introduced in 2014 From 6 April 2014, companies have been required to: register employee share schemes with HMRC online by the relevant deadlines self-certify tax-advantaged employee share schemes during online registration, reflecting the end of HMRC’s approval regime from 6 April 2014 submit annual HMRC employee share scheme returns online by 6 July each year Completion of online registration is necessary before filing annual returns and, for tax‑advantaged plans, to maintain the tax benefits. Electronic submissions replaced the previous paper-based returns. Further information For details of the legislative provisions on filing and registration for each employee share plan, see Practice Notes: EMI— HMRC annual return CSOP—self certification, registration and filing requirements Self-certification, registration and filing requirements for SIPs and SAYE schemes HMRC annual return filing requirements for SIPs and SAYE schemes ...
Under the Companies Act 2006 ( CA 2006), there are rules governing payments a company makes to a director by way of compensation for loss of office. Because these arrangements are especially susceptible to misuse, they must be approved by shareholders. Their interplay with the general statutory duties of directors is addressed in Practice Note: Directors' duties—scope, nature, interpretation and application. Among those duties is an obligation to inform the board whenever the director has, directly or indirectly, any interest in a proposed transaction or arrangement with their company, specifying the nature and extent of that interest. In relation to: the requirement to disclose an interest in a company transaction or arrangement, see Practice Note: Declaration of a director's interests—the statutory provisions; a director’s ability to participate, whether as a director or as a member, in decisions on such a...
Investment Firms Prudential Regime ( IFPR), MIFIDPRU and the MIFIDPRU Remuneration Code The UK Investment Firms Prudential Regime ( IFPR) took effect on 1 January 2022. For information on the IFPR, see Practice Note: The UK investment firms prudential regime ( IFPR). The IFPR is delivered, in part, through MIFIDPRU and the MIFIDPRU Remuneration Code ( SYSC 19G) (the Code) contained in the Financial Conduct Authority ( FCA) Handbook. MIFIDPRU replaced BIPRU and IFPRU in the FCA Handbook, and SYSC 19G replaced the BIPRU and IFPRU Remuneration Codes. SYSC 19G came into force on 1 January 2022, with firms required to apply the new requirements from the start of their next performance year beginning on or after 1 January 2022. The Code sets out minimum regulatory expectations on remuneration for a MIFIDPRU investment firm, designed to be appropriate and...
What is net-settling? A company may opt to settle employee share awards on a net basis, cutting the quantity of shares it must issue to discharge those awards. Both share options and share awards can be net‑settled to cover any exercise price and/or any tax and National Insurance contributions ( NICs). In practice, net settlement is most commonly seen with non-tax advantaged share options. As a result, the company delivers fewer shares overall while still satisfying the award terms, particularly where no tax advantages apply. Net-settling the exercise price of an award On a standard option exercise, the employee option holder pays the exercise price in cash and then receives the full allocation of shares due under the option, without any deduction. By contrast, where the option is net settled, the exercise price is effectively withheld by delivering fewer shares on exercise than would...
FORTHCOMING CHANGES : In Budget 2025, the government set out plans to legislate through Finance Bill 2026 (also referred to as Finance ( No 2) Bill 2024–26) to introduce measures aimed at promoters or enablers of marketed tax avoidance. These provisions sit in Part 6 of the Bill, as introduced on 4 December 2025, and encompass: revisions to the DOTAS and DASVOIT civil penalty framework, allowing HMRC to issue DOTAS penalties directly rather than seeking tribunal approval a broad prohibition on promoting marketed arrangements with no realistic prospect of success, and a prohibition on promoting arrangements named in universal stop regulations ( USRs). Breach of either prohibition would lead to sanctions including publication, financial penalties and criminal prosecution promoter action notices ( PAN). A PAN would require businesses to cease providing goods or services to promoters of tax avoidance where those goods or services are used in the...
This Practice Note reviews the remuneration framework originating from the Alternative Investment Fund Managers Directive 2011/61/ EU ( AIFMD) and set out in the alternative investment fund manager ( AIFM) Remuneration Code (the Code) within the Senior Management Arrangements, Systems and Controls sourcebook ( SYSC) of the Financial Conduct Authority ( FCA) Handbook at SYSC 19B. It outlines the main elements of the Code, including its reach, the meaning of remuneration and the Code’s principles. Managers of alternative investment funds ( AIFs), including hedge funds, private equity funds and other AIFs (such as commodity funds, venture capital funds, real estate funds and investment funds), may all potentially fall within the scope of the remuneration requirements. For an accessible checklist of the relevant requirements, see: —checklist. For details on the equivalent EU requirements, see Practice Note: EU...
ARCHIVED This archived Practice Note is not being maintained and is supplied for background purposes only. It covers the original Coronavirus ( COVID-19) Job Retention Scheme ( CJRS), first unveiled by the government on 20 March 2020, which applied from 1 March to 30 June 2020. For information on: the extended CJRS operating between 1 May and 30 September 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived] the extended CJRS in effect from 1 November 2020 to 30 April 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 November 2020 to 30 April 2021) [ Archived] the revised CJRS running from 1 July to 31 October 2020, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 July to 31 October 2020) [ Archived] The CJRS was a temporary initiative, originally intended to run for three months from 1...
FORTHCOMING CHANGE: On 11 March 2024, HM Treasury initiated a consultation examining the effectiveness of the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017, SI 2017/692, which impose obligations on various businesses to identify and deter money laundering and terrorist financing. It focused on how the regime operates in practice and how in-scope businesses identify and prevent money laundering and terrorist financing on a day-to-day basis. The government’s reply to that consultation appeared on 17 July 2025, followed on 2 September 2025 by a draft statutory instrument and accompanying policy note. The draft SI proposes a de minimis exemption from the duty to register under the Trust Registration Service where (among other requirements) a trust without a UK tax liability also holds no interest in UK land, holds no assets of material value exceeding £2,000, has not owned...
HMRC is made up of specialist teams that handle defined aspects of employment-related securities ( ERS) and share plans. The HMRC team you should approach varies according to the precise matter at hand. General employment related securities Previously, technical questions on tax-advantaged share schemes and ERS were channelled to the Employee Share Schemes Unit, while technical questions about enterprise management incentives ( EMI) went to the Small Company Enterprise Centre. Following Employment Related Securities Bulletin 30 ( October 2018), HMRC appeared to be actively steering such questions—other than advance assurance applications (see: EMI advance assurance below)—through the non-statutory clearance route. This stance was confirmed, with further explanation, in Employment Related Securities Bulletin 39 ( August 2021). Nevertheless, in contrast to that direction, HMRC later amended its Contact HMRC page to say that for any general ERS matters, including registering ERS schemes and...
Restricted securities The provisions governing directors and employees in relation to restricted securities, as set out in Chapter 2, Part 7 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), are frequently seen in practice on management-involved corporate transactions. Put simply, restricted securities are employment-related securities which: at the time of acquisition are subject to identifiable restrictions that depress the value of the securities For the meaning of employment-related securities, see Practice Note: What is an employment-related security? For a fuller explanation of the definitions of restricted securities and restricted interests in securities, see Practice Note: What are restricted securities? Restrictions are commonly intended to encourage an employee or director to remain with the employer and to meet specified performance conditions. They may affect an employee’s ability to keep shares (for example, the articles of association may require a transfer to...
Understanding the impact of a corporate transaction on the company's share incentives Where a company undergoes a corporate transaction, existing share incentive awards over its shares are frequently affected. Identifying the likely effect at the earliest planning stage is essential, as share incentive considerations can prove decisive for the proposed structure, mechanics and/or timetable, and may otherwise force later changes to the transaction solely to accommodate them. This is particularly relevant where: a substantial proportion of the share capital is covered by share awards key individuals, or a significant part of the workforce, hold such awards there is an employee benefit trust ( EBT) This Practice Note outlines the steps typically required on any transaction when addressing its share incentives elements (see: Steps which will normally need to be taken below)......
Are SIPs always appropriate? Because a share incentive plan ( SIP) can deliver several kinds of award, it can suit a wide range of businesses and circumstances. Certain employers simply wish to allow staff to buy shares through the plan, whereas others aim to recognise performance by allocating free shares to employees. Another approach is to motivate take‑up by offering matching shares tied to the quantity employees acquire, linked to the number of shares purchased by each participant. Consequently, where an organisation is looking to broaden employee share ownership across its workforce, a SIP can be a sensible route, not least in light of possible tax benefits available under the plan. That said, the regime has tight rules and requires ongoing administration, so a SIP will not be the right fit for every business or situation......
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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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