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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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Businesses granting share schemes to staff overseas must weigh their plan’s aims against the regulatory and tax requirements across multiple countries. Although share schemes are typically launched with clear positives in mind (such as fostering ownership, aligning stakeholders, boosting participation and morale), the threat of civil and even criminal sanctions for breaches—and the damage to reputation and negative press—drives the need for worldwide compliance at both the parent and each local subsidiary level for any cross‑border employee plan. Compliance is rarely simple given the intricate legal and tax obligations and the pace at which these rules evolve. Accordingly, employers require a targeted, well-structured, and continuous approach to identify and manage the hurdles of running share plans worldwide. This Practice Note considers practical ways organisations can address these compliance concerns within an ever more complex and shifting international regulatory and tax...
ARCHIVED: This Practice Note is archived and is not maintained. It sets out the process for creating a tax-advantaged share plan, including a company share option plan ( CSOP), a share incentive plan ( SIP) and a save as you earn ( SAYE) scheme (a Qualified Plan). The process for enterprise management incentives ( EMI) varies slightly and is not addressed here. For more on EMI, see Practice Notes: How EMI schemes work and key features—advance assurance and EMI—notification of grant of options to HMRC. Overview If a company is eligible to run a Qualified Plan (see Practice Notes: CSOP—qualifying companies and qualifying shares, SAYE—companies which qualify to operate an SAYE scheme and SIPs—qualifying companies and type of shares) and holds plan documents that meet legislative requirements, it can commence granting awards under it, with those awards potentially qualifying for the tax...
ARCHIVED : This Practice Note has been archived and is not maintained This archived Practice Note, which is no longer updated, covers the Finance Act 2015 ( FA 2015), which received Royal Assent on 26 March 2015. It is retained for historic interest, tracing the passage of the legislation through Parliament and outlining each provision in the Act with relevant links. The Practice Note is divided into five parts: Progress of FA 2015 Published legislation with immediate effect— Budget 2015 Published legislation with immediate effect— Autumn Statement 2014 Published legislation taking effect later Awaiting draft legislation Several measures identified in Budget 2015 for FA 2015 were postponed until after the general election. The deferred clauses include: The new statutory exemption from income tax for trivial benefits in kind, implementing an Office of Tax...
What are growth shares? Growth shares, sometimes called value shares or hurdle shares, are a distinct share class with limited rights. Those rights are structured so that staff only share in increases in the company’s worth arising after an acquisition. As a result, they broadly mirror the economics of an option where the exercise price is set at market value (or includes a premium). For a comparison of growth shares with share options, see Practice Note: Growth shares—practical examples and comparisons with options. Their restricted rights focus returns on value created after the acquisition, rather than on historic value at acquisition for the company specifically. Key elements of growth shares The employee acquires the growth shares up front—unlike a share option or a conditional share award, under which the individual receives shares at a later date only once specified conditions have been...
STOP PRESS/ FORTHCOMING CHANGES : The UK intends to bring the OECD’s Cryptoasset Reporting Framework ( CARF) into domestic law from 1 January 2026. Implementation will be through the Reporting Cryptoasset Service Providers ( Due Diligence and Reporting Requirements) Regulations 2025 ( SI 2025/744), which were laid before the House of Commons on 25 June 2025. On the same day, HMRC issued tax impact and information notes ( TIIN) for the measure. HMRC has also published guidance on reporting under the CARF. The government has likewise introduced legislation amending the domestic provisions implementing the OECD’s Common Reporting Standard ( CRS) and the UK’s obligations under the Intergovernmental Agreement with the US for the implementation of the US Foreign Account Tax Compliance Act ( FATCA). The principal legislation is the International Tax Compliance Regulations 2015 ( SI 2015/878) and the amending instrument is the...
What are the offeror's obligations in relation to the target company's share plan participants? If an offer is made for the shares of a listed company, the offeror must make a suitable offer or proposal to any person who holds rights to subscribe for, or options over, shares of the same class. For employee options, the Panel on Takeovers and Mergers regards it as normal that any offer or proposal should be at least the ‘see through value’ (meaning the offer price minus the exercise price) ( Practice Statement 24, para 2(a)). This obligation covers both employees and former employees of the target group who have outstanding options and awards granted under the target’s employee share plans. All relevant documents, announcements and any other information relating to the offer should, where practicable, be sent to these share award holders at the same time as they are sent to...
This Practice Note covers the following topics: the law governing eligibility to participate in an SAYE scheme general requirements regarding SAYE participation who must be invited to participate in the operation of an SAYE scheme? who else may be permitted to participate in an SAYE scheme? who is prohibited from participating? participation following the death of the option holder, and nominees For further information on save as you earn ( SAYE) schemes generally, see Practice Note: How SAYE schemes work and key features. The law governing eligibility to participate in an SAYE scheme The legislative provisions setting out eligibility to take part in an SAYE scheme are found in paragraphs 6–7, Part 2, Schedule 3 and paragraph 10, Part 3, Schedule 3 to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). General requirements regarding SAYE participation SAYE schemes are intended to run on an all-employee basis. As a result, the SAYE rules...
This Practice Note offers an introduction to the HMRC tax-advantaged Share Incentive Plan ( SIP). It summarises: the categories of award available under a SIP the principal requirements that must be met to operate a SIP the documentation likely to be needed in relation to a SIP, and the tax treatment for both the employee and the employer Background to a SIP The SIP enables employees to obtain shares in their employer, or a parent company of the employer, in a tax-efficient manner. The legislative framework for the SIP is primarily set out in: Schedule 2 to the Income tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), which explains how a SIP may operate and the key conditions that must be met for it to qualify as a ‘ Schedule 2 SIP’ ITEPA 2003, Pt 7 Ch 6 (...
This Practice Note sets out: why companies adopt employee ownership models the principal types of share ownership models, and issues to weigh when implementing a share scheme For a more detailed analysis of why companies use share schemes, see Practice Note: Why do companies use share schemes? Why do companies have employee ownership? Employee ownership usually arises in the following situations: business succession or ownership succession — private owners, such as an entrepreneur or a family business, choose to sell all, or more often, part of their shareholdings to their workforce insolvency or closure threat — employee buyouts can be an effective route to recovery for businesses that might otherwise fail independence — companies may determine that a significant, even majority, employee stakeholding will signal and help protect the company’s independence privatisation — the privatisation of various companies has occasionally created opportunities for employee buyouts, and owner vision and...
Schedule 2 to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003) In Schedule 2 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), the term ‘award of shares’ denotes shares that are either allocated to employees or acquired on their behalf on a particular occasion. Consequently, where a number of employees receive shares at the same time under a common invitation, each employee is regarded as having taken part in the same award of shares. A company that sets up a share incentive plan ( SIP) enabling the acquisition of partnership shares has no duty to provide free shares, and the reverse also applies. An SIP may specify a qualifying period of employment, and this requirement must be identical for all participants in the plan. The maximum length of any such qualifying period will vary...
Although company share option plan ( CSOP) options are not required to be subject to performance conditions, shareholders typically anticipate that discretionary options—such as CSOP options—will incorporate robust and suitable performance requirements. See Practice Note: Comparison of UK Corporate Governance remuneration principles— Performance targets. What is a performance condition? A performance condition is a predetermined target that must be achieved before a participant can benefit from an option or award granted to them. These conditions may focus on a range of measures, but commonly relate to: the performance of the company overall the results of a division, function, or specific business within the company (that is, the business in which the employee works), and/or the individual performance of the relevant option holder For fuller guidance on performance conditions in general—covering their purpose, design, communication, and associated corporate governance best practice...
For further general information on share incentive plans ( SIPs), see Practice Note: What is a share incentive plan? For more background on save as you earn ( SAYE) schemes, see Practice Note: How SAYE schemes work and key features. Legislation governing SIPs and SAYE schemes—self-certification, registration and filing requirements The statutory framework for SIPs and SAYE schemes is set out in separate schedules to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), with ITEPA 2003, Sch 2 applying to SIPs and ITEPA 2003, Sch 3 applying to SAYE schemes. Throughout this Practice Note, these are referred to as ‘ Schedule 2’ or ‘ Schedule 3’, as relevant—or as ‘the applicable schedule of ITEPA 2003’. The rules governing self-certification, registration and filing for SIPs and SAYE are located in: ITEPA 2003, Sch 2 Pt 10, paras 81A–81K, for SIPs, and ITEPA 2003, Sch 3 Pt...
ARCHIVED: This Practice Note is archived and no longer maintained. It covers the Finance Act 2023 ( FA 2023) and the Finance ( No 2) Act 2023 ( F( No 2) A 2023), which obtained Royal Assent on 10 January 2023 and 11 July 2023, respectively. Kept for historic interest, it traces the progress of both pieces of legislation from draft publication, through Parliament, to enactment, sets out key provisions, and flags significant events and documents, including published amendments relevant to their passage. The tracker is divided into three parts: Progress of FA 2023 and F( No 2) A 2023 FA 2023—measure by measure F( No 2) A 2023—measure by measure Progress of FA 2023 and F( No 2) A 2023 For an overview of the provisions in draft Autumn Finance Bill 2022 ( AFB 2022), which was enacted as Finance Act 2023, see News Analysis:...
This Practice Note outlines the Prudential Regulation Authority ( PRA)’s rules on pay awarded by banks, building societies and systemically important investment firms to their staff, and traces how those rules developed from the legislation and provisions that transposed the EU Capital Requirements Directive 2013/36/ EU ( CRD IV) requirements. It also covers measures brought in by UK legislators and regulators after the UK left the EU in 2020, alongside the amendments set out in the joint PRA and Financial Conduct Authority ( FCA) policy statements PRA PS21/25 and FCA PS25/15 on the reform of the remuneration regime. Remuneration requirements under CRD IV and EU CRR Following the financial crisis, the Financial Stability Board ( FSB) and several national regulators assessed the governance and configuration of remuneration across the financial services industry. Their principal conclusions were that: firms (and supervisors) had not recognised how...
This Practice Note sets out the core points to check when signing any document and directs you to the related associated guidance and materials. Ignorance of these fundamentals at the point of execution may render a document difficult, or even impossible, to enforce at law. The following topics are covered in outline: Formation of contracts Authority Capacity Contracts and deeds Counterparts Testimonium clause Witnessing Alterations and mistakes Location and jurisdiction Overcoming impairments Training materials Formation of contracts A contract is a binding legal arrangement that confers rights and imposes obligations on two or more parties. The jurisprudence on contract principles is extensive and is not examined in detail here in this Practice Note. Put simply, for a contract to arise at all, four essential elements must be in place: an offer has been made that offer has been accepted valuable consideration supports the promises being made the parties intend to create legal relations with one...
This Practice Note sets out when there is an obligation to register a trust with the Trust Registration Service ( TRS). The material presented in this table is drawn from the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, as subsequently amended by the Money Laundering and Terrorist Financing ( Amendment) ( EU Exit) Regulations 2020 ( MLR 2020), SI 2020/991, together with the Money Laundering and Terrorist Financing ( Amendment) Regulations 2022 ( MLR 2022), SI 2022/137. On 15 March 2021, HMRC indicated that the original deadline of 10 March 2022 for registering trusts on the TRS, where registration is mandated under the EU’s Fifth Anti- Money Laundering Directive ( EU) 2018/843 (5MLD) and MLR 2020, SI 2020/991, would be deferred by around twelve months from the point at which the...
This Practice Note outlines details of the Finance Act 2019 ( FA 2019), which received Royal Assent on 12 February 2019. It is kept for historical reference, charting the legislation’s route through Parliament and providing a summary, with pertinent links, of each measure in the Act. The tracker is divided into three sections: Progress of FA 2019 FA 2019—measure by measure Items expected to be but not included in FA 2019 For an overview of the provisions of the Bill as released on 7 November 2018, see News Analysis: Publication of Finance Bill 2019 and consultations. For details of the draft legislation issued on 6 July 2018, see News Analysis: Legislation day: Draft Finance Bill 2019. For comprehensive tracking of the consultations mentioned, see: Tax—consultation and legislation tracker. Progress of FA 2019 This part of the Practice Note records the progress of FA 2019...
From 6 April 2017, the Equality Act 2010 ( Gender Pay Gap Information) Regulations 2017 (the Regulations), SI 2017/172, came into effect. Under these Regulations, SI 2017/172, large private and voluntary sector employers—those with 250 or more employees on 5 April each year—must publicly disclose certain gender pay gap data for relevant employees. This Practice Note examines how pay and benefits delivered through various employee share plans are treated for gender pay gap reporting and, in particular, how such plans are considered when assessing bonus pay and the gender bonus gap... Gender pay gap reporting—basic principles The Regulations, SI 2017/172 apply to all relevant employers. Relevant employers are private and voluntary sector employers with 250 or more employees as at 5 April each year. The term ‘relevant employer’ is defined as an employer with more than 250 employees on the relevant snapshot date of 5 April each...
What are growth shares? Growth shares are ordinary shares that only participate in a company’s capital value once a defined value hurdle is met. That hurdle may equal the company’s market value at the subscription date, but more often is set at a premium to the initial equity value. After the hurdle is cleared, growth shares can participate on any chosen basis—frequently ranking pari passu with other ordinary shares on value created over the hurdle—and may include terms that affect their initial valuation, such as: catch-up provisions ratchets similar features Returns on growth shares can be capped if desired, although many companies avoid a cap to preserve management’s incentive. For further information, see Practice Note: Growth shares (value shares). Why issue growth shares? The primary aim is to drive participants to create future value while ring-fencing current value for existing...
ARCHIVED This Practice Note is archived and no longer maintained. It presents information on the Finance ( No 2) Act 2015 ( F( No 2) A 2015), which obtained Royal Assent on 18 November 2015, and is preserved here for reference. It is kept for historical interest, mapping the legislation’s route through Parliament and offering a description, with relevant links, of each measure in the Act. The Practice Note is divided into the following five parts: progress of F( No 2) A 2015 F( No 2) A 2015 Committee stages published legislation with immediate effect— Summer Budget 2015 published legislation with subsequent effect, and measures deferred from Finance Act 2015 For clarity and to avoid confusion, throughout this Practice Note we refer to the finance bill first published on 15 July 2015 as the ' Summer Finance...
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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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