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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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The general anti-abuse rule (the GAAR): neutralises, by way of just and reasonable adjustments made by HMRC or the taxpayer, any tax advantage that would, absent the GAAR, arise from abusive tax arrangements; and has been in force since 17 July 2013 (the date of Royal Assent to the Finance Act 2013), except that, for National Insurance contributions, it has applied only from 13 March 2014. This Practice Note: describes the Finance Act 2021 measures that adapted the standard GAAR procedures for partnerships; explores the GAAR’s purpose; sets out when the GAAR applies and examines: the meaning of tax arrangements and tax advantages; the taxes within scope; what is “abusive” for GAAR purposes; and the GAAR penalty; outlines taxpayer safeguards built into the legislation; explains how the GAAR interacts with other...
To qualify for the award of share options under either of the following tax-advantaged employee share schemes, employees must not possess a ‘material interest’: a company share option plan ( CSOP) an enterprise management incentives ( EMI) scheme A material interest requirement previously applied to the other two tax-advantaged arrangements—the share incentive plan ( SIP) and the save as you earn ( SAYE) scheme (commonly called Sharesave)—however, in both instances, this condition was abolished by the Finance Act 2013 for awards made on or after 17 July 2013. This Practice Note outlines the circumstances in which a material interest may exist and explains the constituent parts of the test. Certain aspects of the test differ for CSOPs and EMI options, others are comparable, and some are identical; these distinctions are highlighted in each relevant section. Some components align across both regimes, some are...
This Practice Note covers the following topics: the legal tests for company eligibility to run a save as you earn ( SAYE) scheme eligibility conditions and applicable timing requirements the objectives and aims of the SAYE legislation statutory requirements for shares in SAYE schemes, including: the need for shares to comprise part of the ordinary share capital considerations for group companies matters for a company controlled by another company points for a company owned or controlled by a consortium issues where a company is controlled by an unlisted company matters for jointly owned companies when a company is treated as listed on a...
This Practice Note sets out the following topics and guidance: attractions of save as you earn ( SAYE) schemes whether the company can qualify to operate and run an SAYE scheme? company size; and stage of the company’s development when an SAYE scheme is especially suitable within the business? flotations; and corporate acquisitions and mergers does the SAYE scheme align with the company’s aims and priorities? overseas parent with UK workforce employee incentive requirements all-employee character of the scheme ...
Structure of public-to-private takeovers A public-to-private deal arises when an unlisted company purchases a listed company, causing the target to move into private ownership. Such transactions most often occur via a management buyout, in which senior executives of the listed business partner with a private equity house to acquire it. The acquisition is ordinarily implemented as either: a court-sanctioned scheme of arrangement of the listed company, or a general offer for the listed company’s issued share capital Commonly, a newly formed vehicle is created to effect the purchase. The listed target will usually operate share incentive schemes linked to its shares, sometimes extending them beyond key executives to the wider workforce. The buyer will wish to secure all existing shares in the listed target through the deal. Accordingly, the offeror must address how employees’ outstanding rights to acquire the target’s shares will be treated as part of the...
What is a demerger? A demerger is a form of corporate organisation that separates businesses conducted by a company or group of companies, so that, following the demerger, the trading activities are run by independent management teams but remain, at least initially, under the control and ownership of all or any of the same shareholders as before. This approach is often undertaken in order to sharpen the management of discrete elements of the trading business, to ring-fence liabilities linked to particular trades, or to enhance shareholder value where the sum of the parts is considered greater than the wider conglomerate as a whole. There are several ways to carry out a demerger, including: an in specie distribution by way of a dividend of shares in the subsidiary being demerged to the parent company’s shareholders — typically the most...
GDPR On 31 January 2020, the UK left membership of the EU and EEA. From 1 January 2024, retained EU law still operative in UK legislation is renamed ‘assimilated law’, under section 5 of the Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023), and should generally be read through ordinary domestic legal principles. Consequently, ‘ GDPR’ may denote either: Regulation ( EU) 2016/679, the General Data Protection Regulation ( EU GDPR), which applied in UK law up to the close of the Brexit implementation period (11 pm UK time on 31 December 2020) and continues to apply across the EEA—any mention of EEA or EU states in this Practice Note should therefore be taken to include the UK until that period ended the Assimilated Regulation ( EU) 2016/679, the Assimilated General Data Protection...
Practice Note: Termination payments taxed as earnings The starting point for any termination payment or benefit is to determine whether, on basic principles, it is chargeable as earnings or an emolument of an office or employment under section 62 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). That issue must be decided before looking at any other charging provisions. For the principles to apply when deciding if a payment linked to the termination of an office or employment is taxable as earnings (or emoluments) under ITEPA 2003, s 62, see Practice Note: Termination payments taxed as earnings. This Practice Note concentrates on the specific deeming rules in ITEPA 2003, Part 6, Chapter 3, which subject to income tax payments and benefits on the termination of, or a change in the duties or functions of, an office or...
SAYE share option schemes When an employee is granted a share option under a Schedule 3 save as you earn ( SAYE) scheme, they benefit from the following tax advantages, provided the option is exercised in one of the circumstances set out in the legislation: no income tax due at grant no income tax when exercising the option no income tax on any discount in the exercise price ( SAYE options can be offered with up to a 20% discount to the market value of the shares at the award date) no income tax on any savings bonus at the bonus date or, if the savings contract ends early, on any interest payable by the savings carrier under the savings contract no National Insurance contributions ( NICs) or apprenticeship levy capital gains tax ( CGT) on disposal of the...
Leaver provisions and different types of scheme When putting together share plan rules or an option or award agreement, an employer will usually want to spell out what becomes of the relevant option or award if the employee’s employment ends. Any clause addressing this point is commonly called a ‘leaver provision’. For most share incentive arrangements, such leaver terms will be contained in the master plan rules and/or the recipient’s specific award paperwork. By contrast, where the award’s structure makes the individual a shareholder from day one, for example under a growth share arrangement, the leaver mechanics may instead be set out in the company’s articles of association, so as to address any obligation on the employee shareholder to transfer their shares on departure from the company or, as appropriate, the wider group. Where a share award is granted under a statutory...
What are unapproved share options? Share options give an individual the right to acquire shares once specific conditions are met—such as a period elapsing or a defined event occurring—provided the holder pays the fixed amount to buy those shares at that time. See Q& A: What is the difference between a share and a share option? The term unapproved option refers to any share option not granted under the statutory tax-advantaged arrangements—being a company share option plan ( CSOP), an enterprise management incentives ( EMI) scheme or a save as you earn scheme ( SAYE)—and originates from the time when these schemes typically needed HMRC’s formal approval before the associated statutory tax reliefs could apply. Although, since April 2014, HMRC approval is no longer required for a statutory tax-advantaged scheme, the expression continues to be used. Unapproved options can be granted under a...
ARCHIVED: This Practice Note has been archived and is not maintained. During the coronavirus ( COVID-19) outbreak, the UK government brought in a range of measures to assist individuals and businesses negatively affected by the pandemic. Several measures involved funds paid directly by central or local government with no requirement to repay, ie grants rather than loans. For further details on these schemes, see Practice Note: Coronavirus ( COVID-19)—tax implications [ Archived]. Guidance on these schemes stated that recipients should recognise such grants as taxable income, as they effectively substituted business income that would otherwise have been earned. On 29 May 2020, the government released draft legislation, a tax information and impact note, and explanatory notes for consultation. This was ultimately enacted as section 106 and Schedule 16 to the Finance Act 2020 ( FA 2020). The legislation’s purposes were: to treat...
This Practice Note addresses the following areas: the legal framework for save as you earn ( SAYE) options an explanation of what an SAYE scheme is the qualifying criteria and conditions that an SAYE scheme must satisfy which companies are permitted to operate an SAYE scheme who can be offered or granted SAYE options the required level of the exercise price when an SAYE option can properly be exercised the events or circumstances in which an SAYE option will lapse the rules that apply to the associated savings arrangement scaling down any additional requirements that apply to SAYE schemes self-certification duties and notification requirements the tax treatment of SAYE options, and the tax reporting obligations The law governing SAYE options The statutory provisions for SAYE options comprise: sections 516–519 of the...
FORTHCOMING CHANGE: Announced on 26 November 2025 within Budget 2025, from April 2029 only the first £2,000 a year of pension contributions made under a salary sacrifice arrangement will be exempt from National Insurance contributions ( NICs). Employee contributions through salary sacrifice above £2,000 per year will incur both employer and employee NICs, meaning any amount over £2,000 will, for NICs, be treated like other employee workplace pension contributions. Employer contributions are unaffected, and income tax relief is unchanged. Employers will be required to report the total salary given up via existing payroll software, and HMRC has committed to engage with stakeholders. HMRC will provide further guidance before April 2029. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will insert a new subsection into section 4 of the Social Security Contributions and Benefits Act 1992, enabling the government to make...
Introduction and legal framework Like many jurisdictions, the UK oversees public offerings of securities through a range of investor safeguards. UK legislation imposes a blanket ban on inviting the public to subscribe for securities unless an exemption is available. Beyond employee share schemes, a principal carve‑out arises where the securities are intended to be admitted to trading on a regulated market (for example, the Main Market of the London Stock Exchange) or a primary multilateral trading facility ( MTF) such as AIM. On a first admission, including an IPO, the issuer will ordinarily be required to produce a prospectus which, depending on the market, may need approval from the Financial Conduct Authority ( FCA). Where employees are the offerees, companies generally utilise a distinct ‘employee offer’ exemption from the general prohibition, provided specified information about the offer is supplied. Other exemptions can also apply. An...
Firms sometimes extend low-interest (or interest-free) borrowing to directors or staff as part of a remuneration package, or on particular occasions, to assist the individual with major financial outlays. As with any other form of employment reward, where a loan is made by a third party rather than by the employer, the disguised remuneration rules in Part 7A of Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003) must be considered first, since those provisions take precedence over most mechanisms for charging employment income to tax (including the benefits code). For further information, see: Disguised remuneration and EBTs—overview and, also, regarding the loan charge within the disguised remuneration rules, refer to Practice Note: Disguised remuneration—history of the loan charge. If no third party is involved (eg where the employer itself advances the loan), or an exemption from the disguised...
A key issue when setting up an employee share scheme is deciding how the shares required to settle the pertinent options and awards will be sourced. This Practice Note outlines several considerations that are likely to shape the ultimate choice to be made in practice......
Why do you need to obtain a CSOP valuation? When granting a company share option plan ( CSOP) option, you must determine the market value of the underlying shares to ensure that: the exercise price complies with CSOP statutory rules, meaning it is not manifestly below their market value (disregarding any restrictions) at the grant date, or at an earlier point agreed with an HMRC officer—for more detail, see The CSOP exercise price below the CSOP maximum individual limit is not breached, which restricts any person to holding no more than £60,000 of unexercised qualifying CSOP options—for how this is worked out, see The CSOP individual limit below In addition, once a CSOP option has been granted, the shares’ market value may still be relevant where: the exercise price fails to satisfy the above requirements (which may give rise to tax—see...
The Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246 On a relevant transfer, TUPE 2006 effects a statutory novation of transferring employees’ contracts: the transferee steps into the transferor’s shoes. This Practice Note outlines the rights, powers, duties and liabilities that pass, and treats the transferor’s acts or omissions as those of the transferee in relation to transferring staff. For fuller guidance on: what amounts to a relevant transfer under TUPE 2006, see Practice Notes: TUPE—business transfers and TUPE—service provision changes who counts as transferring employees, see Practice Note: TUPE—transfer of employees the duty to inform and consult about a relevant transfer, see Practice Note: TUPE—information and consultation how TUPE 2006 protects transferring staff against contractual variations and dismissal, see Practice Notes: TUPE—variation of contract terms and...
This Practice Note addresses the following areas: headline conditions for save as you earn ( SAYE) arrangements and option grants the legal framework setting the requirements for SAYE options what the exercise price must be how market value is established effect of changes to share capital specifics of share restrictions limits on the transfer of an SAYE option situations where an SAYE option must be exercisable exercise after the bonus date when must the option be exercisable prior to the bonus date? timing for exercise further occasions when an SAYE option may be...
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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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