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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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What is a Micklefield clause? It is now typical for employee share schemes to state that, when employment ends (or when an employee gives or is given notice of termination), any outstanding share awards are forfeited and any outstanding share options lapse. It is likewise increasingly standard for these schemes (and at times employment contracts) to include provisions by which the employee agrees to waive any entitlement to compensation for the loss of those awards on termination of employment. Such provisions are commonly called Micklefield clauses, taking their name from the leading authority on their effectiveness, Micklefield v SAC Technology Limited. More and more, these clauses are also framed to seek to preclude claims an employee might otherwise pursue alleging an unlawful exercise of discretions by the company under the employee share plan, and are deliberately drafted to capture attempts to challenge the way such...
Dated May 2022, this guidance was issued by the Chartered Governance Institute (previously known as ICSA: The Governance Institute) ( CGI) to...
ARCHIVED: This Practice Note is archived and is no longer maintained or updated. Level of uncertainty Following the UK's withdrawal from the EU on 31 January 2020, and the eleventh-hour trade agreement with the EU, businesses and plan administrators are evaluating how Brexit will influence different elements of share schemes across their organisations and operations. A positive development is that, with the arrival of the employee share scheme exemption under Regulation ( EU) 2017/1129, the Prospectus Regulation, the principal obstacle formerly facing companies offering share incentives has, in practice, fallen away. Nonetheless, several other facets of share plans, and how they are operated, will or could be touched by Brexit. Despite the trade deal, questions persist around financial services, which may affect administrators and other advisers. Some matters demand additional steps, including monitoring internationally mobile staff and making sure social security...
At 11pm UK time on 31 January 2020 (exit day), the United Kingdom departed the European Union pursuant to a Withdrawal Agreement that had been duly ratified by both the UK and the EU. Throughout the implementation period—ending at 11pm UK time on 31 December 2020 and known as ‘ IP completion day’—the parties worked to settle terms for their future relationship. In readiness for Brexit, the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018) became law, repealing the European Communities Act 1972 ( ECA 1972) on exit day. The European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A 2020) was enacted to enable ratification and domestic implementation of the Withdrawal Agreement, and to provide for implementation of the EEA EFTA Separation Agreement and the Swiss Citizens’ Rights Agreement. EU( WA) A 2020 also amends EU( W) A 2018....
Issues on the use of discretion in EMI share options This topic has drawn attention in recent years, seemingly after reports that at least one law firm received a ‘rogue response’ from a junior at HMRC’s Employee Share Schemes Unit ( ESSU). The query asked HMRC to confirm that tax relief could apply where shares were acquired on an early exercise of Enterprise Management Incentives ( EMI) options, using a board discretion expressly included in the option terms, triggered by a corporate event that did not otherwise give optionholders a right to exercise. HMRC apparently indicated that, in those circumstances, the early share acquisition would attract income tax relief as an acquisition under an EMI option. By contrast, there were accounts of HMRC stating that deploying discretion to amend performance-based vesting conditions destroyed the options’ EMI-qualifying status. Any such...
ARCHIVED : This Practice Note has been archived and is not maintained. STOP PRESS: On 21 October 2025, within its Regulation Action Plan, the government stated it believed the Investment Association Public Register had fulfilled its role and accordingly asked the IA to wind it up. That day, the IA confirmed the register would cease to be updated, with its aims pursued instead via reporting against the UK Corporate Governance Code and continued stewardship work. Those objectives remain addressed through disclosure under the UK Corporate Governance Code and continuing stewardship activity by the IA. See: Policy paper— A new approach to ensure regulators and regulation support growth, and IA remarks on ending the Public Register. Accordingly, from that date this Practice Note is archived and is no longer maintained or revised. Evolution of the IA public register In November 2016, the Department for Business, Energy &...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note collates material on fiscal developments across the 2017–18 tax year, beginning with publication of draft clauses for Finance Bill 2018 on Wednesday 13 September 2017, moving through the Autumn Budget 2017, on to the Bill’s progress through parliament ultimately resulting in the Finance Act 2018, and the Spring Statement on 13 March 2018. For a detailed overview of the annual Budget and Finance Bill process, including the procedural steps involved in passing a Finance Act, see Practice Note: The Budget and Finance Bill process......
ARCHIVED : This Practice Note is archived and no longer maintained. This Practice Note compiles analysis of the principal milestones in the 2014/15 Budget and Finance Bill process. It offers commentary on Summer Budget 2015, Budget 2015 and the Autumn Statement 2014, alongside examination of the provisions in Finance Bill 2015, Finance Act 2015 and the Summer Finance Bill 2015. For a detailed description of the annual Budget and Finance Bill process, including procedural steps for passing a Finance Act, see: The Budget and Finance Bill process. For more on how a general election impacts the Finance Bill process, see our News Analysis: What does the general election mean for the Finance Bill process? Finance ( No 2) Act 2015 Royal Assent for the Finance ( No 2) Act 2015 was granted on 18 November 2015. The Summer Finance Bill 2015 was published on 15 July 2015. For a...
ARCHIVED: This archived Practice Note offers background reading on the Model Code and is provided for information only. Following the implementation of Regulation ( EU) 596/2014 ( Market Abuse Regulation), the FCA removed the Model Code. From 3 July 2016, the Chartered Governance Institute (previously called ICSA), alongside the GC100, the QCA and other market participants, issued a guidance note and a series of specimen dealing codes for use by listed and quoted companies. See the Market Abuse Regulation ( MAR) dealing code and policy documents on the Chartered Governance Institute website. This note outlines how the Model Code applied to share incentive issues and scenarios. Its objective was to deter manipulation of the market in a company’s shares by restricting when specified individuals—principally directors and senior executives of a listed company—could deal in that company’s securities. Listed companies were required either to adopt the Model Code or to...
Background The Financial Reporting Council ( FRC) oversees corporate governance in the UK and, accordingly, is tasked with issuing and maintaining a single benchmark for good corporate governance practice, now titled the UK Corporate Governance Code (the Code), previously the Combined Code. Main ‘ Principles’ Supporting ‘ Provisions’, several being more prescriptive than the Principles The most recent iteration was issued by the FRC on 22 January 2024 (the 2024 Code) and made only modest adjustments to the edition released in 2018 (the 2018 Code). Its release followed an FRC consultation launched on 24 May 2023, which aligned with the legislative reforms set out in the government’s response to its May 2022 White Paper, Restoring Trust in Audit and Corporate Governance (for more details, see: Share Incentives weekly highlights—25 May 2023— Corporate governance). The consultation set out 18 proposed changes to the 2018 Code,...
UK tax-advantaged share options UK tax-advantaged share options are issued under written agreements that meet the statutory conditions set out in Part 7 and the pertinent Schedules of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003) legislation. To secure the favourable tax treatment available, those arrangements must fully align with, and continue to satisfy, the applicable provisions of ITEPA 2003 throughout. The main categories of tax-advantaged share option plans are as follows: enterprise management incentives ( EMI) schemes company share option plans ( CSOPs) save as you earn ( SAYE) schemes There are occasions, from time to time, when a company (or the option holder) may look at varying options that have already been granted and are in place. These may include, without limitation, situations where: the option has been drafted to lapse in specified scenarios (eg where the option holder leaves employment with the company for a...
The aim of this Practice Note is to outline the principal age discrimination issues that may emerge when designing and running different kinds of employee share schemes. It covers the core rules on direct and indirect age discrimination, highlights possible exemptions and justifications, and considers particular age-related points that can arise with employee share schemes. The emphasis is on how arrangements are structured and administered, viewed through the lens of age-related risks. It does so without straying beyond the share scheme context. Age discrimination—the basic principles The Equality Act 2010 ( Eq A 2010) provides the legal framework governing age (as well as other forms of) discrimination. In essence, two types of unlawful age discrimination are relevant: direct discrimination and indirect discrimination. There are also distinct notions of harassment linked to age and victimisation connected to age...
The Quoted Companies Alliance ( QCA) is an autonomous membership body advocating for the interests of small and mid-sized quoted businesses. A core objective is to foster high-quality corporate governance across quoted entities. On 13 November 2023, the QCA issued an updated edition of its corporate governance code ( QCA Code), the first revision since 2018. The QCA Code distils essential aspects of sound governance and applies them in a way that is practical for the varied requirements of growing enterprises. Tailored to the differing needs of developing companies across various stages. Application Unlike the UK Corporate Governance Code (which applies to companies with a listing of equity shares in the equity shares (commercial companies) category, or the closed-ended investment funds category), the QCA Code is not confined to any defined class of company. In practice, however, it is most often adopted by small and...
This Practice Note brings together material on fiscal milestones across the 2018–19 tax year, beginning with publication of draft measures for Finance Bill 2019, moving through the 2018 Budget, the Finance Act 2019’s passage through Parliament, and concluding with the 2019 Spring Statement. For details of the Finance Act 2019—its route to Royal Assent and principal measures—see: Tax— Finance Act 2019—progress through Parliament. For an in-depth outline of the annual Budget and Finance Bill cycle, including the procedures for enacting a Finance Act, see Practice Note: The Budget and Finance Bill process. Spring Statement 2019 The Chancellor of the Exchequer, Philip Hammond, presented his Spring Statement on Wednesday 13 March 2019. Analysis includes: Spring Statement 2019— Tax analysis Spring Statement 2019— Private Client analysis Spring Statement 2019—predictions for tax Finance Act 2019 The government released Finance Bill 2019 ( FB 2019—also referred to as the...
A long-term incentive plan ( LTIP) Within listed companies, the term LTIP typically refers to executive share arrangements whereby senior staff receive share-based awards that vest over no less than three years, usually followed by a further two-year holding requirement. For an introduction to LTIPs, see Practice Note: What is a long-term incentive plan? Using LTIPs to drive senior executive performance has become accepted market practice among listed companies. Yet, in July 2016, the Executive Remuneration Working Group—an independent body formed by the Investment Association—issued its final report on the design of executive pay, urging every company to assess whether the conventional LTIP model remained suitable for its business or if it should depart from that approach. In the Working Group’s view, rather than defaulting to an LTIP, companies must identify the structure that best fits their organisation and engage with...
Traditionally, the UK’s corporate governance system has concentrated on listed companies. A key pillar of that system, the UK Corporate Governance Code ( UKCG Code), applies to companies with a listing of equity shares in the equity shares (commercial companies) category, or in the closed-ended investment funds category. However, the good governance principles it advances also matter for other companies, especially AIM companies and large private companies. These organisations may elect to adopt the UKCG Code’s principles and follow a ‘comply or explain’ approach, although there is no obligation to do so, and they may instead select an alternative governance code that better fits their circumstances. A framework designed specifically for large private companies has been taking shape slowly, and in a somewhat ad hoc manner, over many decades. The development of a corporate governance framework for large private...
Failing to recognise that a disqualifying event has happened is a leading reason why unexpected income tax, National Insurance contributions ( NICs) (both employer’s and employee’s) and the apprenticeship levy ( AL) can arise when enterprise management incentives ( EMI) options are exercised. Consequently, EMI eligibility is not a one‑off snapshot at launch but needs continual monitoring. This Practice Note considers: the consequences of a disqualifying event: for a market value EMI option, and for a discounted EMI option the disqualifying events: relating to the company relating to the employees relating to varying the option terms relating to...
Readily convertible assets and PAYE If an employee is given a right to acquire shares (an option) under a plan that is not tax favoured, a potential income tax liability can arise on exercise, assignment or release under sections 471–484 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). Where the shares are not readily convertible assets ( RCAs), any income tax due is handled through the UK self-assessment system. Pay As You Earn ( PAYE) is the method by which employers (and other payers) must withhold income tax and account for it to HMRC on certain payments of: employment income pension income social security income Generally, non-cash payments fall outside PAYE. An important exception is where payments are in, or treated as being in, the form of RCAs, which brings them within PAYE. Put simply, RCAs are treated in the same way as salary paid in cash...
Employers may, at times, make loans available to directors or staff, either as part of the overall remuneration package or on particular occasions to assist with major outlays. This Practice Note looks in detail at the income tax and National Insurance contributions ( NICs) consequences where the lender later writes off or releases such borrowing. It sets out the specific provisions within the benefits code in ITEPA 2003, Part 3 that govern ‘employment‑related loans’. For what amounts to an employment‑related loan, see Practice Note: Employment‑related loans—defined. Alongside the write‑off charges outlined below, if an employee or director (or a relative of either) receives an employment‑related loan that counts as a taxable cheap loan, there is an annual income tax and Class 1A NICs charge on the cash equivalent of the benefit enjoyed by the employee or director (subject to certain...
FORTHCOMING CHANGE: As outlined in Autumn Budget 2024, the government has commissioned an independent review of the loan charge. Announced on 23 January 2025, the review will explore the obstacles that prevent individuals subject to the loan charge, who have not yet settled and paid their tax liabilities in full, from achieving resolution with HMRC, and will set out ways to encourage them to settle with HMRC. To support this work, a call for evidence, directed at those still within the scope of the loan charge (and their advisers), was issued on 28 March 2025. The review’s conclusions, together with recommendations, will be reported and presented to the Exchequer Secretary to the Treasury by Summer 2025. For further details on the review, see News Analysis: Autumn Budget 2024— Independent review of the loan charge. HMRC has also confirmed the operational activity it will carry out while the...
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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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