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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 essential stages involved in rolling out a new share incentive arrangement are set out below: drafting a project plan (including design) gathering input from key stakeholders modelling and valuation securing approvals, and operation Certain phases are likely to be progressed in parallel and may overlap in timing. Creation of a project plan (including design) Capturing the plan’s aims and purpose in a single document is absolutely vital, as it will steer the remaining stages and act as the core point of reference when the finer details are settled and the plan is delivered. The document may take the form of: a board paper, and/or in a UK listed company, a remuneration committee paper For a questionnaire which helps the company elicit the most suitable share scheme for its objectives and needs, see Precedent: Questionnaire to select the right share scheme. See also Practice Note: Selecting the right share scheme. The board or...
What is share dilution? Share dilution arises when a company issues more of its own shares. As a result, the proportion owned by existing shareholders falls when the new shares are created. Example of share dilution A small business has 100 shares in issue. Ten shareholders each hold ten shares, so each owns 10% of the company. The following year, the company issues another ten shares to a different party (for example, directly to a single investor or to satisfy an option that a share plan participant has exercised over ten shares). There are now 110 shares in issue, and there are 11 shareholders each holding ten shares. Those ten shares now account for 9% of the company. In this way, by issuing an extra ten shares, the original shareholders are each diluted from 10% to 9%. How do shares cause...
When a company launches a new plan, it will typically decide to settle awards by either: issuing fresh shares, or using existing shares bought on the market, commonly via an employee benefit trust ( EBT) that purchases shares in the market or from individual shareholders to satisfy awards granted under the company’s share plans This practice note examines share hedging in the context of an employee share plan and outlines the key points to address to manage potential costs and the financial risks associated with share hedging. In essence, a company must balance: the need to acquire enough (but ideally not excess) shares ahead of option exercises/acquisition of shares by employees, and the need to contain costs by buying when the share price is low Why do companies use EBTs to share hedge? Companies operating share plans (for example through the grant of...
This Practice Note aims to outline the key advantages and disadvantages of the following commonly used employee share incentive arrangements: enterprise management incentives ( EMI) schemes company share option plans ( CSOPs) share incentive plans ( SIPs) save as you earn/sharesave ( SAYE) schemes unapproved share option schemes long term incentive plans ( LTIPs) growth/value share arrangements joint share ownership plans ( JSOPs) phantom share plans EMI schemes For broader information on EMI schemes, refer to Practice Note: How EMI schemes work and key features. Advantages of EMI schemes Among tax-advantaged share plans, EMI schemes offer the greatest scope to tailor the scheme’s terms and conditions HMRC may provide advance assurance confirming a company’s eligibility to grant EMI options......
The Share Incentives glossary This glossary gathers essential definitions for share incentives terminology and points to relevant resources. It is updated on an ongoing basis as we identify additional terms for inclusion, and currently covers the following: Accelerated vesting – Permits an employee to bring forward the standard vesting timetable under which they obtain access to share awards and/or shares. This commonly (though not always, and not exclusively) occurs on an ‘exit’ event. AIM – A securities market set up and operated by London Stock Exchange plc, launched on 19 June 1995. It enables smaller and medium-sized growth companies to float shares with lighter admission requirements and continuing obligations than the main regulated markets. Previously the Alternative Investment Market, it is now referred to simply as AIM. For further information on share scheme requirements and matters affecting an AIM-traded company, see...
This Practice Note outlines the following: the EMI end‑of‑year return form pre‑registration and the timetable for completing the annual return events that must be reported nil returns unapproved options penalties for non‑compliance frequent ERS annual return mistakes the employee’s self assessment obligation, and where to obtain further information The EMI annual return form For guidance on the distinct process (and separate form) used to notify HMRC of the grant of EMI options, see Practice Note: EMI—notification of grant of options to HMRC. On 26 November 2025, as part of Budget 2025, it was announced that, with effect from 6 April 2027, the need to notify HMRC of EMI option grants for them to be qualifying options will be removed. This change will be legislated in Finance Bill 2026–27 and means that, for options granted on or after 6 April 2027, no separate notification of grant is required. Instead, HMRC will require grant...
FORTHCOMING CHANGES : At Budget 2025, the government stated it will legislate through Finance Bill 2026 (the Finance ( No 2) Bill 2024–26) to bring in measures aimed at promoters or enablers of marketed tax avoidance. These sit in Part 6 of the Bill, as introduced on 4 December 2025, and include: amendments to the DOTAS and DASVOIT civil penalty regime, enabling HMRC to issue DOTAS penalties directly rather than seeking tribunal approval a general ban on promoting marketed arrangements with no realistic prospect of success, and a ban on promoting arrangements named in universal stop regulations ( USRs). Breach of either ban could lead to publication, financial penalties, and criminal prosecution promoter action notices ( PANs). A PAN would require businesses to stop supplying goods or services to promoters of tax avoidance where those goods or services are used to promote avoidance and the promoter is in...
FORTHCOMING CHANGE As trailed in the Autumn Budget 2024, the government set up an independent review of the loan charge. Formally launched on 23 January 2025, the review’s remit was to examine the obstacles preventing those subject to the loan charge, who have not already settled and paid their tax liabilities in full, from reaching a resolution with HMRC, and to propose ways in which they could be encouraged to settle with HMRC (see News Analysis: Autumn Budget 2024— Independent review of the loan charge). To aid the review, an official call for evidence, directed at individuals who remain within the loan charge (and their advisers), was also subsequently published on 28 March 2025. The Final Report of the review, alongside the government’s response, was formally issued at Budget 2025 on 26 November 2025......
STOP PRESS: Abolition of non-dom regime and remittance basis of taxation from 2025–26 From 6 April 2025, the Finance Act 2025 abolishes the remittance basis of taxation and replaces it with a residence-based regime. The package introduces a new Foreign Income and Gains ( FIG) regime and updates the rules on overseas workday relief. For more on these changes, see Practice Note: The abolition of the remittance basis of taxation from 2025–26. FORTHCOMING CHANGE: As flagged at Autumn Budget 2024, the government commissioned an independent review of the loan charge. Announced on 23 January 2025, the review was to examine barriers preventing those subject to the loan charge, who have not already settled and paid their tax liabilities in full, from achieving resolution with HMRC, and to recommend how they might be encouraged to settle with HMRC (see News Analysis: Autumn Budget 2024—...
FORTHCOMING CHANGE: Following the Autumn Budget 2024, the government initiated an independent review into the loan charge. Launched on 23 January 2025, the review’s remit was to examine the obstacles preventing people within scope of the loan charge, who have not settled and paid their tax liabilities in full, from reaching agreement with HMRC, and to recommend measures to encourage settlement with HMRC (see News Analysis: Autumn Budget 2024— Independent review of the loan charge). To support this work, a call for evidence—directed at those still affected by the loan charge and their advisers—was issued on 28 March 2025. The Final Report, together with the government’s response, was released at Budget 2025 on 26 November 2025......
STOP PRESS: Abolition of non-dom regime and remittance basis of taxation from 2025–26 From 6 April 2025, the Finance Act 2025 abolishes the remittance basis of taxation and introduces a residence-based approach. The reforms include a new Foreign Income and Gains ( FIG) regime, alongside changes to overseas workday relief. For further details, see Practice Note: The abolition of the remittance basis of taxation from 2025–26. FORTHCOMING CHANGE: As set out at Autumn Budget 2024, the government commissioned an independent review of the loan charge. Announced on 23 January 2025, the review will consider barriers preventing those subject to the loan charge who have not settled and paid their tax liabilities in full from reaching resolution with HMRC, and will recommend ways to encourage settlement with HMRC (see News Analysis: Autumn Budget 2024— Independent review of the loan charge). To inform the review, a call for...
STOP PRESS: On 29 July 2024, the UK listing framework underwent a major overhaul, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories, such as the shell companies, secondary listings and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to give effect to these changes, and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note and the training slides reflect the listing regime as it stood prior to 29 July 2024. These training materials consist of template Power Point slides that can......
ARCHIVED: This Practice Note is archived and is not maintained. STOP PRESS: The UK prospectus framework formerly derived from the EU Prospectus Regulation has been superseded by the Public Offers and Admission to Trading Regulations 2024 ( POATRs), with detailed admission to trading requirements now set out in Financial Conduct Authority ( FCA) rules. The FCA published its final rules ( PS25/9) on 15 July 2025, and the new rules took effect on 19 January 2026. In October 2025, the FCA’s Primary Market Bulletin 58 provided guidance on timing and approval of prospectuses and supplementary prospectuses, and confirmed the removal of Listing Particulars as an admission document under the new regime. For key features of the POATRs relevant to debt capital markets, see The UK Prospectus Regulation—essentials [ Archived]— Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and reflects the rules...
Ordinarily, the statutory framework for company share option plans ( CSOPs) does not prescribe the timing or circumstances in which CSOP share options may, or might later, become exercisable, so a company retains discretion when drafting the exercise provisions of its scheme. Accordingly, employers may align the plan’s operation with their commercial objectives. The carve-outs to that general position are that CSOP legislation does stipulate that: the scheme must prevent a qualifying CSOP option from being exercised where the option holder holds a material interest in a relevant company where the scheme allows CSOP options to be exercised on the option holder’s death, the rules must expressly require that those CSOP share options are exercisable for a fixed 12-month period after death. This applies irrespective of any other exercise rule in the plan, other than on a company winding up (and includes any term...
Company share option plans ( CSOPs) CSOPs are discretionary share option arrangements that can be offered to all employees, though they are typically applied selectively. If the statutory conditions are met, advantageous tax treatment may follow. The CSOP regime is detailed and prescriptive, requiring compliance at both grant and exercise, including with respect to: the company that grants the options the employees who receive the options the shares placed under option This Practice Note concentrates on the employee conditions that must be satisfied to qualify for a CSOP grant. These are set out in the context of the income tax relief contained in sections 521–526 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). For information on the other conditions, see the Practice Notes: CSOP—qualifying companies and qualifying shares CSOP valuations, including CSOP exercise price and CSOP...
The UK benefits from a mature corporate governance framework. Companies with strong governance policies are widely regarded as more likely to nurture trust, transparency and accountability, and to contribute to a more inclusive society by balancing the interests of all stakeholders. Effective governance is also thought to support robust corporate performance and enable businesses to drive growth, long-term investment, financial stability and business integrity. What is corporate governance? Corporate governance describes the rules, practices and processes put in place to steer and oversee a company. In response to a number of high-profile corporate scandals, the Committee on the Financial Aspects of Corporate Governance was formed in May 1991 to examine UK governance in relation to financial reporting and accountability. Chaired by Sir Adrian Cadbury, its final report, The financial aspects of corporate governance (commonly known as the Cadbury Report), set out what has become the widely...
This Practice Note covers: the meaning of corporate governance governance considerations for private companies the UK stance on corporate governance in relation to share schemes, including: the regulatory position on share schemes institutional investor guidance how companies assess and monitor their compliance with the UK Corporate Governance Code (the Code) corporate governance for financial services firms as contrasted with other businesses This Practice Note sets out the core ideas of corporate governance and directs readers to fuller, more detailed Practice Notes on each regulatory and legislative strand of the UK framework, as well as the institutional investor guidelines. What is corporate governance? In broad terms, corporate governance concerns how companies are directed and controlled at the highest level. The...
ARCHIVED: This Practice Note is archived, not maintained, and provided solely for background reference. It addresses the ‘flexible furloughing’ version of the Coronavirus Job Retention Scheme ( CJRS) that operated from 1 July to 31 October 2020. The content reflects the position under the revised CJRS during that timeframe. For more detail on: the extended CJRS running between 1 May and 30 September 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived] the extended CJRS in force from 1 November 2020 to 30 April 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 November 2020 to 30 April 2021) [ Archived] the original CJRS applying from 1 March to 30 June 2020, see Practice Note: Coronavirus Job Retention Scheme (original version to 30 June 2020) [ Archived] For a template letter documenting flexible furlough...
This Practice Note sets out the following areas: legislation governing CSOPs—self-certification, registration and filing requirements the HMRC approval process up to 6 April 2014 the self-certification and registration regime since 6 April 2014 self-certification—notice and timing signing up for the self-certification regime HMRC power to enquire into a CSOP outcome of an HMRC enquiry HMRC general power to require information annual return filing requirements common ERS annual return errors penalties and appeals, and amending annual returns For broader information on company share option plans ( CSOPs), refer to Practice Note: How CSOPs work and key features. Legislation governing CSOPs—self-certification, registration and filing requirements The provisions governing CSOP self-certification, registration and filing are set out in paragraphs 28A–28K of Schedule 4, Part 7, and paragraph 33 of Schedule 4, Part 8 to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). HMRC approval process up to 6 April 2014 Before 6 April 2014, to obtain...
ARCHIVED: This archived Practice Note is not maintained and is provided purely for background. It reviews the extended Coronavirus Job Retention Scheme ( CJRS) that applied from 1 November 2020 to 30 April 2021, described here as the ‘extended CJRS’ or the ‘ CJRS extension’. For details on the extension from 1 May 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived]. Background to the extended CJRS 31 October 2020: HM Treasury announced a November 2020 extension of the CJRS and deferred the start of the Job Support Scheme. See: Furlough Scheme Extended and Further Economic Support announced; Employment aspects of the new coronavirus lockdown and the extension of the CJRS (2/11/20). 2 November 2020: Announcement that the extended CJRS would operate until 2 December 2020. Sources: HMRC Help and Support bulletin (3 November 2020 at...
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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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