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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 sets out the statutory defences available in respect of the three criminal insider dealing offences under the Criminal Justice Act 1993 ( CJA 1993): the ‘dealing offence’, the ‘encouragement offence’ and the ‘disclosing offence’. It should be read alongside Practice Note: Insider dealing—the criminal offence, which details the constituent elements of the three criminal insider dealing offences. For coverage of the civil/regulatory insider dealing framework, see Practice Note: UK Market Abuse Regulation—insider dealing. General defences The statutory defences applicable to the three criminal insider dealing offences appear in CJA 1993, s 53. The burden lies with the defence to demonstrate, on the balance of probabilities, that a defence is established. General defences to the dealing offence and encouraging offence There are three general defences available to the dealing offence or the encouraging offence......
This archived Practice Note examined the principal issues for Corporate practitioners arising from the coronavirus ( COVID-19) pandemic. It has not been revised since May 2022. General meetings and AGMs The coronavirus outbreak created immediate legal and practical challenges for companies intending to hold their annual general meeting ( AGM) or other general meetings. For more information, see Practice Note: Coronavirus ( COVID-19)—holding general meetings and AGMs. Latest guidance for company meetings in 2021 Chartered Governance Institute guidance for company meetings in 2021 On 24 February 2021, the Chartered Governance Institute ( CGI) issued updated guidance (the 2021 Guidance), anticipating that general meetings would need to be conducted on a closed basis until at least 17 May 2021, and potentially until at least 21 June, due to the government’s ‘stay at home measures’. The 2021 Guidance was produced by a working group comprising the City of London Law...
This archived Practice Note monitored the evolving position on holding valid and effective general meetings and annual general meetings during the coronavirus pandemic, alongside the restrictions implemented to contain it. For ongoing (post‑pandemic) guidance on convening and conducting hybrid general meetings and AGMs, see: How to call and hold an effective hybrid general meeting Holding entirely virtual or hybrid general meetings and AGMs For general guidance on calling and holding company meetings, see: Calling a general meeting (including an AGM) Holding a general meeting of a private company or unlisted public company Holding a general meeting of a listed public company Holding an AGM of a private company or unlisted public company Holding an AGM of a listed public company Pre-pandemic hybrid general meetings and AGMs Before the coronavirus pandemic, a number of FTSE 350 companies began...
ARCHIVED: This archived Practice Note, which reviews the tax measures introduced by the government in response to the coronavirus pandemic and other tax steps of particular relevance, is not updated and is provided for background information only The government introduced a series of measures in response to the coronavirus ( COVID-19) crisis, either specific to the UK tax regime or administered by HMRC. HMRC also published a business support finder tool to help businesses and the self-employed swiftly identify what financial assistance was available. See: Find coronavirus support for your business. For ease of use, this Practice Note is divided into: EMPLOYMENT SELF- EMPLOYMENT TRADING LOSSES VAT STAMP TAXES INTERNATIONAL TAXES MANAGEMENT AND LITIGATION INCENTIVISED...
ARCHIVED: This Practice Note has been archived and is not maintained. Amid the coronavirus ( COVID-19) emergency, the government introduced a range of measures connected to the UK tax framework. For further information, see Practice Note: Coronavirus ( COVID-19)—tax implications [ Archived]. This Practice Note gives a high-level overview of how the pandemic influenced existing tax-advantaged share schemes and triggered updates to HMRC guidance and legislation. It also examines how companies approached underwater share options and performance conditions rendered unsuitable by the ensuing economic environment. These points are relevant to all share plans. The coronavirus job retention scheme ( CJRS) and the Job Support Scheme ( JSS) The Coronavirus Job Retention Scheme ( CJRS), first announced on 20 March 2020, supported UK employers with grants enabling them to continue paying up to 80% of salary not worked (capped at £2,500 per employee per month) for staff placed on...
ARCHIVED : This Practice Note has been archived and is not maintained. The government set out a series of actions in response to the coronavirus ( COVID-19) emergency. For more information, see the following Practice Notes: Coronavirus ( COVID-19)—tax implications [ Archived] Coronavirus ( COVID-19)—key issues for Corporate lawyers This Practice Note offers a high-level overview of how the coronavirus situation affected executive remuneration and monitors updates issued by the government and the principal institutional investor organisations. For wider coverage of the impact on share plans, refer to Practice Note: Coronavirus ( COVID-19) impact on share schemes. For broader background on the leading institutional investor bodies, see Practice Notes: Directors’ remuneration—institutional investor guidelines and Comparison of UK Corporate Governance remuneration principles. The coronavirus job retention scheme and the Job Support Scheme ( JSS) The Coronavirus Job Retention Scheme ( CJRS), first announced on 20 March 2020,...
The corporate governance framework The UK Corporate Governance Code ( UKCG Code) is the leading framework for corporate governance in the UK. Under the Listing Rules and the Disclosure Guidance and Transparency Rules ( DTRs), the UKCG Code applies to UK and overseas companies with a premium listing of equity shares. It does not extend to a company admitted to trading on AIM (an AIM company). For further details on the UKCG Code, see Practice Note: The UK Corporate Governance Code......
This Practice Note outlines principal corporate considerations linked to share incentives, including: company law provisions that are disapplied (or operate differently) where awards are made under employees’ share schemes falling within the Companies Act 2006 ( CA 2006) definition the need for certain listed companies to obtain shareholder consent before launching particular categories of employees' share scheme the circumstances in which any obligation to prepare a prospectus may intersect with share incentives the application of financial regulation in relation to share incentives the significance of Assimilated Regulation ( EU) 596/2014 (the UK Market Abuse Regulation) and internal share dealing codes for share incentives This Practice Note provides a concise overview for corporate lawyers. Where deeper analysis is required, advice from a share incentives specialist should be...
Scope of this tracker This tracker covers the annual general meetings of FTSE 350 and AIM 50 companies that issued an AGM notice between 1 March and 31 May 2020 during the coronavirus pandemic, and has therefore now been archived. Two tables within this document record how the outbreak influenced preparations for the AGMs of FTSE 350 and AIM 50 entities that published an AGM notice between 1 March 2020 and 31 May 2020 in that period. For further analysis of the findings captured in the tracker, see Coronavirus ( COVID-19)—impact on the AGMs of FTSE 350 and AIM 50 companies (1 March 2020–31 May 2020). The tracker is no longer being updated at present. In October 2020, the FRC released a review of the different ways FTSE 350 companies conducted their 2020 AGMs following significant disruption caused by the pandemic. On 24...
STOP PRESS: This document is currently being revised to take account of the Data ( Use and Access) Act 2025 ( DUAA 2025), which updates the UK GDPR and the Data Protection Act 2018. For further detail on DUAA 2025 compliance, see Practice Note: Data ( Use and Access) Act 2025—compliance implications. This Practice Note draws on the UK General Data Protection Regulation ( UK GDPR) and the consent guidance issued by the Information Commissioner’s Office ( ICO). Under the UK GDPR, consent is rarely the default lawful basis for handling personal data, and organisations should assess whether another lawful ground is more suitable from both legal and operational viewpoints—see below: Do you need consent? and Practice Note: How to process personal data lawfully. What is consent? Consent means a freely given, specific, informed and unambiguous expression of the data subject’s wishes, whereby they indicate...
This Practice Note outlines a comparison of the key remuneration principles contained in: UK Corporate Governance Code (the Code), issued by the Financial Reporting Council ( FRC) Investment Association ( IA) Principles of Remuneration Pensions UK Stewardship and Voting Guidelines published by Pensions UK (formerly the Pensions and Lifetime Savings Association ( PLSA), and before that the National Association of Pension Funds ( NAPF)) UK Shareholder Voting Guidelines published by Pensions & Investment Research Consultants Ltd ( PIRC) Policy Guidelines for the UK published by Glass Lewis UK and Ireland Proxy Voting Guidelines published by Institutional Shareholder Services ( ISS) Remuneration Committee Guide published by the Quoted Company Alliance ( QCA) The influential bodies and guidance The UK Corporate Governance Code The FRC oversees corporate governance in the UK and therefore publishes and maintains a single code of good...
Specific issues can arise for CSOP options when the relevant company experiences a corporate event, including how that event affects outstanding CSOP options and whether the company may grant further CSOP options at or after that time. In most cases, the CSOP legislation and HMRC guidance—together with the particular provisions of the plan rules and grant documents—will be highly pertinent to the actions available to the company in these circumstances. This Practice Note addresses: tax relief for the exercise of CSOP options on specified corporate events CSOPs and flotations CSOPs and Private Intermittent Securities and Capital Exchange System ( PISCES) trading events adjustments to CSOP options on bonus / rights issues and other variations of share capital CSOPs and demergers, and exchange of CSOP options on a change of control Tax relief for the exercise of CSOP options on specified corporate events When a company undergoes a corporate event, a central point for any...
ARCHIVED: This Practice Note has been archived and is now unmaintained. NOTE: With effect from 19 January 2026, the UK Prospectus Regulation was revoked, and a replacement framework for public offers of securities and the admission of securities to trading in the UK entered into force in its place nationwide with effect. Accordingly, this Practice Note is no longer maintained from 19 January 2026 with effect. For information on how the successor regime applies to employee share schemes, refer to Practice Note: The public offers of securities and prospectus regimes in the context of employee share plans. Introduction and legal framework As in many jurisdictions, the UK controls public offers of securities via a range of investor-protection measures, including requiring securities issuers to meet specified minimum disclosure standards set out in applicable rules therein. Unless an offer benefits from an exemption or otherwise sits beyond the public offer regime, the...
Corporation tax deduction for costs incurred in setting up and operating employee share schemes Outlays linked to establishing and running an employees’ share scheme can qualify for corporation tax ( CT) relief, either by virtue of targeted statutory rules or under the general provisions for corporate spending. Whether a deduction is available depends on the type of employee share arrangement the business operates. The position is determined by the nature of the scheme adopted by the company. For background on corporation tax, including rates and when they apply, see Practice Note: What is the basis of corporation tax? Specific legislative provisions Share incentive plans ( SIPs) A share incentive plan ( SIP) is a tax-favoured employee share scheme through which staff may obtain shares in their employer (or the employer’s parent) that are kept within a SIP trust for a set period. For more on SIPs, see...
Business asset disposal relief Business asset disposal relief ( BADR) is a capital gains tax ( CGT) relief intended to encourage individuals to start and grow their own businesses. Where the qualifying conditions are met, for disposals made on or after 6 April 2026 the CGT rate on specified business assets is reduced to 18%. Before 6 April 2025 the rate available under BADR was 10%, rising to 14% from 6 April 2025 under the Finance Act 2025, which also provided for a further increase to 18% for disposals on or after 6 April 2026. Individuals operating as sole traders or in partnership Individuals disposing of shares in, or securities of, a company Trustees of a settlement holding the business assets Companies are not eligible for BADR in respect of chargeable gains that they realise. A lifetime cap limits the total amount of BADR that any one...
ARCHIVED: This archived Practice Note summarises which elements of UK tax law were impacted by the UK’s departure from the European Union ( EU) during the period between exit day (31 January 2020) and IP completion day (31 December 2020), and also the period immediately after IP completion day. It is not maintained and is provided solely for background purposes. For more information, see: Brexit, assimilated law and tax—overview. From exit day (11 pm on 31 January 2020), the UK ceased to be an EU Member State and no longer took part in the EU’s political institutions or governance structures. However, under the transitional measures in Part 4 of the Withdrawal Agreement, exit day initiated an 11-month implementation period ( IP) during which, for many purposes, the EU continued to treat the UK as if it were a Member State. For broader...
Executive directors’ shareholding requirements Ensuring executive directors’ remuneration tracks a company’s long-term strategy and aligns with shareholders’ interests continues to be a prominent and heavily debated issue for UK listed companies across the market. Although no law compels executive directors to hold company shares, imposing a minimum holding, reinforced by a post-employment shareholding policy, has now become the norm across listed companies and is regarded as best practice. The framework for a UK listed company’s shareholding expectations is outlined in the FRC’s Corporate Governance Code (the Code) and in supporting institutional investor guidelines. The primary institutional investor guidelines for these purposes are the Investment Association’s ( IA) Principles of Remuneration—usually issued annually ahead of each AGM season (the IA Principles). Neither the Code nor the IA Principles are legally binding, nor do they have the force of law, but they strongly influence...
Enterprise management incentives ( EMI) rollover criteria The rules governing an enterprise management incentives ( EMI) rollover are intricate. This Practice Note considers: what is an EMI rollover? the reasons for adopting an EMI rollover the situations in which an EMI rollover may be used the eligibility conditions that must be satisfied, including: requirements concerning the acquiring company requirements concerning the employees requirements concerning the options the timing of an EMI rollover the consequences of granting replacement options typical misunderstandings and errors relating to EMI rollovers For a checklist to determine whether EMI options over shares in a company undergoing a change of control can be exchanged for options on the same terms over...
Where a employee may have prospective claims against the employer under the Employment Rights Act 1996 ( ERA 1996) or other employment legislation, or might otherwise pursue a breach of contract claim, the parties can conclude a settlement agreement to terminate the employment on the terms specified in that document (although, on a limited number of occasions under employment law, certain claims cannot be compromised by a settlement agreement). Senior managers/shareholders can likewise execute settlement agreements if they depart when the employing business is sold. For a model settlement agreement (with drafting notes), see Precedents: Settlement agreement (employment) or Settlement agreement (employment) (short form). By agreeing a settlement, the employer gains assurance that the employee will not bring a future claim against the employer. Among other matters, the settlement agreement will address all sums and benefits due, or agreed, to be paid to the...
Introduction This Practice Note sets out the principal UK tax and legal issues that can arise where an end user intends to provide shares, share options or other forms of equity to an individual in another jurisdiction who is engaged under an arrangement with an employer of record or a professional employer organisation. It looks at both perspectives: a UK end user offering equity to people overseas, and a non- UK end user granting equity to individuals situated in the UK. In every case, the particular rules and regimes of the relevant overseas territories must also be assessed. For a template that an end user can use to grant a share option to an individual engaged via an employer of record arrangement, see Precedent: Standalone unapproved share option agreement for a worker engaged via an employer of record. What is an employer of record...
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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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