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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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Stock appreciation rights In the US, stock appreciation rights are a familiar mechanism enabling employees to receive a sum reflecting any increase in the company’s share price over a defined period. In the UK, these are generally referred to as share appreciation rights ( SARs). Both quoted and private companies may grant SARs. In effect, a SAR is an unapproved (non-tax advantaged) share award, with a structure that can be highly adaptable. In outline, a SAR is: awarded over a specified number of shares; and set with a base value or exercise price, usually equal to the market value of the shares at grant SARs can be settled in cash or in shares. For a discussion of how a SAR differs from a phantom option, see Q& A: What is the difference between a phantom option and a SAR?......
Summary of tax treatment The tax advantages available under a ‘ Schedule 2 share incentive plan ( SIP)’ are substantial indeed for both employees and employers. Staff who buy partnership shares through a SIP can avoid income tax and National Insurance contributions ( NICs) at their combined marginal rate, and may enjoy tax-free increases in the value of those shares. In addition, free, matching and dividend shares can, in some cases, be obtained and disposed of without any liability to income tax, NICs or capital gains tax ( CGT). Employers can reduce employer NICs and the apprenticeship levy, which can amount to a meaningful saving where many employees take part in the SIP. Shares obtained via a SIP must usually be retained for at least five years (dividend shares for three) to secure full income tax and NICs relief, which can itself operate as a...
FORTHCOMING CHANGE: On 26 November 2025, within Budget 2025, it was confirmed that from April 2029 only the first £2,000 each tax year of pension saving via a salary sacrifice arrangement will be free from National Insurance contributions ( NICs). Employee pension amounts exchanged above £2,000 annually will attract both employer and employee NICs, meaning the excess over £2,000 will, for NICs, be handled like standard employee workplace pension contributions. Employer pension funding is unchanged, and income tax relief also remains intact. Employers must report total salary foregone using current payroll systems, and HMRC has pledged to work with stakeholders. Further HMRC guidance will appear ‘before April 2029’. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will add a new subsection to section 4 of the Social Security Contributions and Benefits Act 1992, empowering ministers to make regulations so...
This Practice Note summarises the principal factors and illustrative calculations for deciding whether to elect under section 425 or section 431 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), or to make no election, on acquiring restricted securities. For further background, see the following Practice Notes: What are restricted securities? Restricted securities—tax treatment and joint elections Guidance on making a valid restricted security election The question of whether a section 425 or section 431 election (or no election) should be made is examined using the example set out below. Factual background An incoming director of a private company pays £100 to subscribe for 100 shares in the company at par, provided as a ‘golden hello’. If, within five years of acquisition, the director does not meet specified performance conditions, resigns voluntarily, or is dismissed...
This Practice Note summarises statutory and regulatory requirements for the preparation of a directors’ remuneration report by quoted companies in relation to directors’ remuneration reports for financial years beginning on or after 11 May 2025 These rules exclude companies whose shares are admitted to AIM, and therefore fall outside this regime. The Companies ( Directors’ Remuneration and Audit) ( Amendment) Regulations 2025 ( SI 2025/439) took effect on 11 May 2025, and now apply to relevant financial years commencing on or after that date. They stripped out elements of the remuneration reporting regime that duplicated obligations introduced in 2019 to implement EU law, thereby removing overlapping provisions. They also relieve unquoted traded companies of any obligation to produce a directors’ remuneration policy or report. As a result, the legislative position has largely reverted to the pre‑2019 framework (although two 2019 features remain: treating a CEO who is not on...
FORTHCOMING CHANGE: After the 2020 call for evidence, the 2021 outcome, scrutiny by the relevant HMRC and industry working group, and a 2023 consultation, the government stated in its consultation outcome on 28 April 2025 that, from 2027, it plans to replace stamp duty and SDRT with a single self-assessed stamp tax on securities, broadly in line with the 2023 consultation proposals. As further confirmed in Budget 2025 on 26 November 2025, this unified tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) via a new online portal. For more information, see News Analyses: Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023— Stamp and transfer taxes Budget 2025— Tax...
Private companies that operate share option plans frequently adopt 'exit-only' awards, under which participants may exercise only when (and, in practice, just before) the business is sold to a third party, or its shares are admitted to the open market by way of flotation. An exit of this nature creates an instant and ready market for the shares taken up by participants and, on a sale of the company, their shares are ordinarily sold, typically, alongside those of the existing holders in practice. That said, many private companies also establish options capable of being exercised other than on an exit, from time to time. For instance, participants might be allowed to exercise and acquire shares after a specified passage of time, or once particular performance targets have been met and verified under the plan. Some private companies additionally make use of direct share...
PRA PS21/25 and FCA PS25/15: reform of the remuneration regime Joint consultation On 26 November 2024, the Prudential Regulation Authority ( PRA) and the Financial Conduct Authority ( FCA) issued Joint Consultation Paper 6/24–24/23, Remuneration reform, which outlines proposed amendments to the remuneration framework as follows: revisions to the Remuneration Part of the PRA Rulebook ( Appendix 1) updates to Supervisory Statement SS2/17— Remuneration ( Appendix 2) modifications to SYSC 19D within the FCA Handbook ( Appendix 3) consequential amendments to the FCA’s non- Handbook guidance FG23/6: General guidance on the application of ex-post risk adjustment to variable remuneration ( Appendix 4), and the withdrawal of the FCA’s non- Handbook guidance in FG23/4: Dual-regulated firms Remuneration Code ( SYSC 19D): Frequently asked questions on remuneration, and FG23/5: General Guidance on...
What is PISCES? The Private Intermittent Securities and Capital Exchange System ( PISCES) is a novel model of secondary marketplace enabling periodic trading sessions for eligible private company shares involving qualifying participants. It functions as a financial market infrastructure regulatory sandbox running for five years duration and was established under the Financial Services and Markets Act 2023 ( Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, SI 2025/583 ( PISCES Regulations 2025)......
An individual can deliver their services in several distinct forms indeed. The predominant model is an employment relationship, broadly requiring the employer to run PAYE on sums paid to the employee, comply with real time information ( RTI) reporting duties, pay employer National Insurance contributions ( NICs), and observe a wide range of relevant employment law obligations. The employee is typically paid earnings only after income tax and employee NICs. A notable minority in the UK operate as self-employed, often providing their services straight to their customers and clients. These individuals must personally report and settle their own income tax and NICs liabilities independently. It is, in the end, a (sometimes intricate) factual assessment in every case whether a worker is self-employed or not. For further detail on how this is assessed, see Practice Note: Establishing employment status—from a tax and NICs...
Pay as you earn ( PAYE) Pay as you earn ( PAYE) is the system through which employers (and other payers) must withhold and account to HMRC for income tax, National Insurance contributions ( NICs) and other statutory deductions on specified payments of PAYE income, namely: employment income pension income social security income Together, these are treated as PAYE income. For further details, see Practice Note: Scope of the PAYE system. PAYE income covers cash amounts paid to employees or directors (e.g. salaries, bonuses and termination payments). Non-cash remuneration is generally outside the scope of PAYE. An important exception is where payments are, or are treated as, readily convertible assets, which are subject to PAYE. This Practice Note outlines the definition of readily convertible assets, which is very broad. It includes assets (such as shares) that are tradeable on a...
Pay as you earn ( PAYE) Pay as you earn ( PAYE) is the system through which income tax (together with National Insurance contributions ( NICs) and certain other statutory deductions) must be withheld by employers (and other payers) and accounted for to HMRC in respect of specified payments of, namely the following categories: employment income pension income social security income (together, PAYE income). For further information and guidance, see the Practice Note titled Scope of the PAYE system. PAYE income typically covers cash amounts paid to employees or directors (eg salaries, bonuses and termination payments). Non-cash remuneration is generally outside the operation of PAYE, but an important exception applies where amounts are provided as (or treated as) readily convertible assets for PAYE purposes. In the sphere of employment-related securities, whether PAYE obligations arise depends largely—though not entirely—on the securities in point being readily...
Pay as you earn ( PAYE) Pay as you earn ( PAYE) is the system through which employers (and other payers) must deduct income tax, National Insurance contributions ( NICs) and certain other statutory withholdings, and account for them to HMRC from specified payments of PAYE income. PAYE income comprises payments of: employment income pension income social security income See Practice Note: Scope of the PAYE system. PAYE income includes cash amounts paid to employees or directors, for example salaries, bonuses and termination payments. Although non-cash remuneration generally falls outside PAYE, a significant exception applies where the payment is, or is deemed to be, a readily convertible asset. Whether PAYE obligations arise on the acquisition of securities when an employment-related securities option is exercised depends on whether those securities constitute readily convertible assets. For comprehensive guidance on the meaning of readily convertible assets, refer to Practice Note:...
This Practice Note sets out when charges to National Insurance contributions ( NICs)—namely primary and secondary Class 1 NICs and Class 1A NICs—arise in the context of employment-related securities and securities options. For more information about NICs generally, see Practice Note: National Insurance contributions—introduction. For current rates and thresholds applicable to NICs, see Practice Note: Key UK tax rates, thresholds and allowances. For details about PAYE and employment-related securities and securities options, see Practice Notes: PAYE implications of employment-related securities, PAYE implications of securities options and PAYE—readily convertible assets, intermediaries and jurisdictional scope. For details of an employer's reporting obligations in relation to employment-related securities and securities options, see Practice Note: Employment-related securities—reporting obligations. For details of the NICs (and tax) implications where an internationally mobile employee has employment-related securities or securities options, including the regimes that were introduced with effect from 6 April 2025 as part of the...
Background to Money Laundering Regulations 2017 The Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, sit within the UK’s broader anti-money laundering and counter-terrorist financing framework. They gave effect to the EU’s Fourth Anti- Money Laundering Directive ( Directive ( EU) 2015/849) (4MLD) and replaced the Money Laundering Regulations 2007, SI 2007/2157. Subsequent changes—the Money Laundering and Terrorist Financing ( Amendment) Regulations 2019, SI 2019/1511, and the Money Laundering and Terrorist Financing ( Amendment) ( EU Exit) Regulations 2020 ( MLR 2020), SI 2020/991—implemented elements of the EU’s Fifth Anti- Money Laundering Directive ( Directive ( EU) 2018/843) (5MLD), including major expansions to trust registration duties. HMRC set an initial deadline of 1 September 2022 for registering ‘non-taxable trusts’, supported by the Money Laundering and Terrorist Financing ( Amendment)...
UK Market Abuse Regulation level 2 and 3 measures This Practice Note sets out the delegated acts, implementing decisions and guidelines adopted under Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation). 7 October 2020 — Commission Implementing Assimilated Regulation ( EU) 2020/1406 This measure elaborates on the procedures and templates for the exchange of information and co-operation among competent authorities and other entities... 22 March 2019 — Commission Delegated Assimilated Regulation ( EU) 2019/461 This instrument revises Delegated Regulation ( EU) 2016/522 concerning the exemption of the Bank of England and the United Kingdom Debt Management Office from the scope of Regulation ( EU) No 596/2014......
Implementation of MAR in the UK Regulation ( EU) No 596/2014, the Market Abuse Regulation ( MAR), took effect on 3 July 2016 and applied directly in the UK. MAR set out the framework governing insider dealing, unlawful disclosure of inside information, market manipulation, and measures designed to prevent market abuse. As a consequence, the Financial Conduct Authority ( FCA) deleted the Model Code from the Listing Rules, and updated the FCA’s Disclosure Rules regarding the reporting of transactions by persons discharging managerial responsibilities ( PDMRs) and persons closely associated with them ( PCAs). The European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020, created the structure and process for onshoring and preserving most EU and EU‑derived law to secure legal continuity following the UK’s exit from the EU. This included...
Types of awards An LTIP can deliver a range of award forms, and a single plan may include more than one type. Commonly used awards include: conditional share awards (also known as restricted stock units) share options forfeitable shares (often called restricted shares) stock appreciation rights Conditional share awards (or restricted stock units) A conditional share award, or restricted stock unit ( RSU), is a commitment to issue shares once specified service and/or performance requirements are achieved. Recipients typically pay no monetary consideration for the shares; instead, they must satisfy the vesting conditions, after which the vested shares are transferred to the holder without further action... Share options A share option gives the right to purchase company shares at a predetermined exercise price at a future time, usually once service and/or performance criteria are met. Within an LTIP, options are often granted at...
The UK Listing Review HM Treasury commenced the UK Listing Review at the end of 2020 to collect evidence and advise government and UK regulators on bolstering the UK’s appeal for IPOs and improving the capital raising route for companies on UK markets. For complete details of the recommendations in Lord Hill’s UK Listing Review Report, and how they are being advanced, see Practice Notes: UK Listing Review, Reform of the UK listing regime—fundamentals, UK prospectus regime reform and UK Secondary Capital Raising Review. This Practice Note tracks the progression of actions arising from the Review’s recommendations, including changes to the UK listing and prospectus regime, and connected developments. 2026 27/04/2026 — POATRs: the FCA issues Primary Market Bulletin 63 containing, among other matters: Consultation on proposed amendments to guidance in technical note TN/619.2: Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a...
ARCHIVED : This Practice Note is archived and no longer updated. Prompted by the Office of Tax Simplification’s proposals and an HMRC consultation, the territorial reach of the employment-related securities option regime for internationally mobile workers (and the associated corporation tax relief) was altered with effect from 6 April 2015. From that date, the governing provisions sit in Schedule 9, Part 1 of the Finance Act 2014 ( FA 2014). The rules bite on chargeable events on or after 6 April 2015, and cover options granted both prior to (arguably on a retrospective basis) and after that date; see commencement provisions in FA 2014, Sch 9, Pt 4......
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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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