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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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FORTHCOMING CHANGE relating to the tax treatment of carried interest: After a call for evidence on the tax treatment of carried interest run over summer 2024, the Autumn Budget 2024 confirmed the government’s plan to introduce an updated carried interest tax regime from 6 April 2026, positioned within the income tax system with bespoke provisions to reflect the distinctive nature of this remuneration. A consultation then examined potential new eligibility conditions for entry to the regime, with the government’s response issued in June 2025. Draft legislation for the regime was released on 21 July 2025 for inclusion in Finance Bill 2026. The rules will apply to carried interest arising on or after 6 April 2026. These measures were affirmed at the 26 November 2025 Budget, which also noted amendments to the draft to incorporate stakeholder feedback. Pending commencement of the new...
FORTHCOMING CHANGE relating to call for evidence on tax support for entrepreneurs: At Budget 2025, the government issued a call for evidence (deadline: 28 February 2026) examining how existing tax incentive programmes function and exploring ways to bolster support for entrepreneurs. It reviews the impact of current reliefs and potential avenues for additional assistance to entrepreneurs within the tax system. The exercise concentrates in part on the venture capital schemes and on enterprise management incentives. It also considers investors’ relief and, in particular, invites views on how the tax framework can facilitate reinvestment by successful entrepreneurs, including the purpose and effectiveness of business asset disposal relief. Business asset disposal relief ( BADR), previously known as entrepreneurs’ relief for tax years before 2020–21, is a capital gains tax ( CGT) relief intended to encourage people to found and grow their own...
Background and main requirements for the relief Business asset disposal relief ( BADR) can apply in relation to shares held in trading companies, as well as in the holding companies of trading groups, provided the requirements set out in sections 169H–169SH of the Taxation of Chargeable Gains Act 1992 ( TCGA 1992) are met. For disposals occurring on or after 6 April 2026, BADR produces a capital gains tax ( CGT) rate of 18% on lifetime chargeable gains, up to a statutory cap that applies to those gains. That limit was reduced from £10m to £1m for qualifying disposals taking place on or after 11 March 2020, by legislation introduced in the Finance Act 2020. Before 6 April 2025, the CGT rate applying where BADR was available was 10%; the Finance Act 2025 increased this to 14% with effect from 6 April 2025, and it also...
The Budget The Budget is a Parliamentary occasion where the Chancellor of the Exchequer delivers key statements on the national economy. It sets out the government’s tax intentions for the next year, and at times for later periods. Most measures due in the following tax year will already have been announced and consulted on in advance. Fresh announcements may arrive on Budget day—some, mainly anti-avoidance steps, take effect immediately. Others are scheduled to commence from a future date. The Budget also precedes the presentation of the Finance Bill to Parliament. In most years there is a single Finance Bill, though in some—such as those featuring a general election—there have been two or even three, as outlined below. Income tax and corporation tax are annual charges, so they can only be levied for a year (a tax year for income tax, or a financial year for...
Share-based payments Businesses typically recognise share-based payments as expenses in their profit and loss accounts, although lighter obligations may apply to small and micro entities. This Practice Note offers a high-level overview of the accounting for share-based payments. It is an introductory guide only. However, the subject is complex, so specialist professional advice should be sought on the accounting impact of different share incentive schemes. For accounting purposes, share-based payments ( SBPs) encompass: share awards and share options, where settlement occurs through shares (known as equity-settled share-based payments); and phantom share awards, share appreciation rights ( SARs) and other cash awards or payments where the amount is linked to the value of the underlying shares (known as cash-settled share-based payments) In essence, the accounting for an SBP depends upon whether settlement is in equity or cash. Where there is a choice between cash or shares, that election can also...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note collates material on the fiscal events throughout the entirety of the tax year 2023–24, including the following: Tax Administration and Maintenance Day ( TAMD), which took place on 27 April 2023 Tax legislation day ( L Day), which occurred on 18 July 2023 Autumn Statement, which was delivered on 22 November 2023 the publication of the Autumn Finance Bill 2023 ( AFB 2023), also known as Finance Bill 2024 and Finance Bill 2023–24, which was published on 29 November 2023 and which received Royal Assent on 22 February 2024 and was enacted as Finance Act 2024 Spring Budget 2024, which took place on 6 March 2024, and the publication of the Spring Finance Bill 2024 ( SFB 2024), also known as Finance ( No 2) Bill 2024 and Finance ( No 2) Bill 2023–24, which was...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note collates material on fiscal developments across the 2020–21 tax year, beginning with the publication of draft provisions for the Finance Bill 2020–21 on 21 July 2020 and continuing through to the Finance Act 2021 ( FA 2021) completing its passage through Parliament. For further information on the annual Budget and Finance Bill process, see Practice Note: The Budget and Finance Bill process. For details of the Finance Act 2021—tracking its journey to Royal Assent and outlining its principal provisions—see Practice Note: Tax— Finance Act 2021—progress through Parliament [ Archived]. Finance Act 2021 The Finance Bill 2021 ( FB 2021)—officially the Finance ( No 2) Bill, as it was the second Finance Bill of the 2019–21 Parliamentary session, and also referred to as the Finance Bill 2020–21—was published on 11 March 2021. FB 2021...
This Practice Note collates material covering fiscal events across the 2019–20 tax year, beginning with publication of draft measures for Finance Bill 2020, moving through the Spring Budget in 2020 (postponed from 2019), and culminating in the Finance Act 2020’s passage through parliament throughout its stages and enactment. For comprehensive details on FA 2020, charting its progress through Parliament to Royal Assent and outlining its key provisions, see: Tax— Finance Bill 2020 tracker. For an in-depth explanation of the annual Budget and Finance Bill process, including the procedural aspects of enacting a Finance Act, see Practice Note: The Budget and Finance Bill process. Finance Act 2020 Finance Bill 2020 ( FB 2020) (also known as Finance Bill 2019–21) was published on 19 March 2020. Alongside the Bill, the government also released several promised consultations as promised. FB 2020 received Royal Assent on 22 July 2020 and has...
ARCHIVED: This Practice Note is archived and not maintained This note brings together commentary on the principal milestones in the 2016–17 Budget and Finance Bill process. For a fuller explanation of the annual Budget and Finance Bill cycle, including the procedural steps for enacting a Finance Act, see: Practice Note: The Budget and Finance Bill process. Finance ( No 2) Act 2017 On 8 September 2017, the government introduced the second Finance Bill of 2017 with accompanying explanatory notes, restoring most measures omitted from the earlier Bill. For further detail, see News Analysis: Publication of second Finance Bill 2017. Earlier, on 13 July 2017, after confirming its plan to legislate for the withdrawn measures, the government issued revised drafting on the corporate interest restriction, hybrid mismatches, the substantial shareholdings exemption, loss reliefs and disguised remuneration. For a comparison of the provisions released on 20 March 2017 with those...
The aim of this Practice Note is to set out the main issues that arise for employee share schemes on a transaction to which the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246 apply. It addresses how TUPE affects these schemes in the UK. TUPE— Key Provisions TUPE 2006, SI 2006/246 applies where there is a ‘relevant transfer’. Broadly speaking, and in very broad terms, this encompasses two principal scenarios: business transfers, ie the transfer of an undertaking, business, or a part of one, situated in the UK immediately before the transfer, to another person, where an economic entity is transferred and which retains its identity a service provision change, meaning a change in service provider, ie a client outsourcing work to a contractor, bringing the work back in-house, or allocating that work to a...
Subject to the conditions in the Companies Act 2006 ( CA 2006), a limited company may hold or deal in its own shares. Once acquired, such shares are retained in treasury and are known as the company’s treasury shares. For guidance on how, and for what reasons, a company might repurchase shares to place into treasury, see Practice Note: Buying back shares into treasury. The rules governing treasury shares are contained in CA 2006, ss 724–732. If a company breaches any of these provisions (other than CA 2006, s 730; see Practice Note: Cancellation of treasury shares), the company and every officer in default commit an offence. Upon conviction, a person guilty of the offence is liable to a fine. Dealing with treasury shares A company may simply retain its treasury shares (see Practice Note: Holding treasury shares)......
Introduction Groups of companies carry out reorganisations for numerous and varied reasons; however, whatever the motivation, such changes frequently influence existing share plans and other employee equity arrangements. At times the effect is commercial, yet it is important to take care that any valuable tax advantages are not forfeited. transferring the business of one group company to another group company, often arising from an acquisition or to enable the sale of a specific part of the business and its assets transferring the shares of one subsidiary to another subsidiary so the group achieves the most suitable structure, often following an acquisition or sale of a business, and inserting a new group holding or parent company above an existing parent company, typically to facilitate an initial public offering ( IPO) or a new third-party investment, without any change to the group’s ultimate...
In recent years, annual executive bonus designs have come under intense scrutiny, leading remuneration committees to reassess, and in many cases rethink, their approach. The unusual economic backdrop created by the coronavirus pandemic and the cost-of-living crisis has pushed bonus payments under an even stronger spotlight, further intensifying scrutiny. This Practice Note delivers a practical examination of the matters companies will need to consider as they review the nature and the structure of their executive annual cash bonus arrangements. Does the cash bonus still have a role? With the sharp rise in share-based rewards over roughly the last 30 years or so, particularly through long-term share incentive plans, does the executive cash bonus still have a place? The answer is yes: the short-term incentive—defined as the means of rewarding the achievement of short-term goals after the end of a 12-month financial year—will typically include a...
Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 ( CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors ( NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of...
It is routine for employees, particularly executive directors, to receive awards over shares. A series of exemptions permits these grants to be made without infringing the Financial Services and Markets Act 2000 ( FSMA 2000). By contrast, providing share awards to people who are not employees, such as non-executive directors, is more complex because several of those carve-outs do not apply... This Practice Note highlights the FSMA 2000 considerations when granting share awards or options to non-employees and maps out potential ways through each. As the most suitable route turns on the facts of the case, it is for the practitioner to determine whether, in their situation, the proposal might fall outside the scope of the relevant prohibition. For guidance on other, non- FSMA 2000 matters arising when granting such awards to non-executive directors, see Practice Note: Shares for...
Overview of key issues The principal matters addressed in this Practice Note are set out below: why equity incentives are a central consideration on a takeover implemented by a scheme of arrangement the differing effects that a scheme of arrangement can produce, which depend on the categories of awards granted under the target group’s share plans the situations in which it may be appropriate to amend the target group’s share plan rules and/or the target company’s articles of association to manage incentives over the target’s shares as part of the transaction the issues and questions that may arise where the relevant provision of the target group’s share plan rules refers to a scheme for the purposes of that company’s reconstruction or amalgamation the information that ought to be included in scheme-specific documents and materials, such as the scheme document and the witness statement, and which party would...
FORTHCOMING CHANGE: Following the Autumn Budget 2024, the government instructed an independent examination of the loan charge, commissioning a review. Announced on 23 January 2025, its remit was to identify the barriers preventing people within the scope of the loan charge who have not already settled and paid their tax liabilities in full from reaching a final resolution with HMRC, and to outline recommendations on how they might be encouraged to settle with HMRC (see News Analysis: Autumn Budget 2024— Independent review of the loan charge). To support the review process, a call for evidence, targeted at those still subject to the loan charge (and their advisers), was issued on 28 March 2025. The Final Report of the review, together with the government response, was released at Budget 2025 on 26 November 2025. It concluded that the loan charge had failed as a...
Self- Employment Income Support Scheme ( SEISS) This Practice Note examines the Self- Employment Income Support Scheme ( SEISS), through which self-employed individuals and partners in partnerships whose activities were adversely affected by coronavirus ( COVID-19) could receive a grant from HMRC. The scheme concluded on 30 September 2021, when the window for claims for the fifth and final payment ( SEISS 5) closed. This Practice Note outlines the position for SEISS 5 claims as it applied immediately before the scheme ended. The government announced the SEISS on 26 March 2020, and the online service for the initial grant ( SEISS 1) operated from 13 May–13 July 2020. The SEISS was then extended three times: On 29 May 2020 it was stated that the SEISS would be extended (first SEISS extension) to provide a second grant ( SEISS 2)....
Where an employee is granted a share option under a Schedule 3 save as you earn ( SAYE) option scheme, the employee benefits from the following tax advantages provided that they exercise the share option in one of the circumstances prescribed by the legislation (as detailed below): No income tax when the option is granted. No income tax when the option is exercised. No income tax on any exercise price discount ( SAYE options may carry up to a 20% discount to market value at grant). No income tax on a savings bonus at the bonus date or, if the savings contract ends early, on interest payable by the savings carrier. No National Insurance contributions ( NICs). CGT on share disposal on gains above the individual’s annual exempt allowance (if exercise is free of income tax, the base cost is...
ARCHIVED : This archived Practice Note offers context on the key distinctions between the SIP guidance in ESSUM and the places it can now be located within ETASSUM. It also sets out any material differences in the guidance. This Practice Note reflects the position as at December 2015 and is intended solely for background reference. Background On 28 October 2015, HMRC announced a new Employee Tax Advantaged Share Scheme User Manual ( ETASSUM), which is available on its Gov.uk website. At the time of writing, the earlier guidance in ESSUM remains live and can still be accessed. As its name suggests, ETASSUM covers enterprise management incentives ( EMI) schemes, company share option plans ( CSOPs), save as you earn ( SAYE) schemes and share incentive plans ( SIPs). ETASSUM is not yet in its final form and, at the time of preparing this Practice Note, certain links are...
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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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