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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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If a UK-resident company opts to issue a bond to raise debt finance, it should, alongside the many other commercial and legal considerations, assess the tax consequences for it of taking the bond route, from the initial issuance, the continuing servicing of the bond and the redemption (that is, repayment) of the bond at the end of its term. The key areas that will arise, and which are outlined in this note, relate to: loan relationships withholding tax stamp taxes, and VAT An issuer of bonds will also need to take account of certain international developments such as the Foreign Account Tax Compliance Act ( FATCA) and the potential introduction of the EU financial transactions tax ( FTT) (for which, see: FATCA and FTT below). The taxation of bondholders will also matter for the issuer because: it will affect the...
Characterising overseas entities for UK tax purposes It is essential to characterise overseas entities for UK tax, as this determines how they, their members and potentially other connected persons are taxed... Transparent — treated in a similar manner to a partnership or certain trusts for UK tax; not a taxable person in its own right for direct taxes; profits are commonly assessed on UK‑resident members as they arise, whether or not distributed Opaque — broadly treated like a company and therefore a taxable person; its profits are typically not taxed in the UK until paid out to UK‑resident members, or where anti‑avoidance rules attribute undistributed profits to another person (eg under controlled foreign company rules) Opaque for capital gains but transparent for income — a hybrid approach applying in particular to some non‑ UK unit trust schemes and...
FORTHCOMING CHANGE relating to the UK funds regime : Following the government’s examination of the UK funds regime, proposals include continuing to monitor the tax treatment of the new long‑term asset fund structure ( LTAF) (see News Analyses: Review of the UK funds regime—an analysis and HM Treasury’s review of the UK funds regime—a call for input). In tax parlance, ‘authorised investment fund’ ( AIF) covers two vehicles: the authorised unit trust ( AUT) and the open‑ended investment company ( OEIC). Both AUTs and OEICs are forms of collective investment scheme, authorised and regulated by the Financial Conduct Authority. The label ‘ AIF’, applying to both, appears in the Authorised Investment Funds ( Tax) Regulations 2006, SI 2006/964, which set out the core tax rules for these funds. Within this subtopic, those provisions are called the ‘ AIF Tax...
As this Practice Note outlines, termination payments come in numerous forms, and the first task at the outset is to determine whether the particular payment is chargeable as earnings under section 62 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), or instead falls within alternative charging provisions in ITEPA 2003, before assessing if the £30,000 exemption in ITEPA 2003, s 403, can apply to that payment in the circumstances. In everyday understanding, 'tax' typically embraces National Insurance contributions ( NICs), because NICs reduce disposable funds much like conventional taxation. Accordingly, the NICs consequences must be weighed when judging the financial efficiency of any such payment. However, as NICs are governed by their own statutory regime, which does not mirror the tax code, their treatment should always be addressed separately when reviewing a termination payment. This separation ensures clarity and helps...
Practice Note This Practice Note is authored by Anne Redston, Barrister. It sets out her personal view; she is not authorised to speak for the Tribunals Service or the judiciary. A person’s classification as employed or self-employed carries significant consequences for income tax and National Insurance contributions ( NICs). Employment law and negligence liability are also affected; see Practice Note: Employment status—why it matters. This Practice Note should be read with Establishing employment status—from a tax and NICs perspective, which also considers HMRC’s Check Employment Status for Tax ( CEST) tool. Despite the importance of the line between employment and self-employment, there is no clear definition of what makes an individual employed or self-employed. Instead, a substantial body of court decisions has developed. From that case law, various principles—often called status tests—have emerged. This Practice Note outlines those status tests and examines some of the leading cases. This...
This Practice Note brings together material on the following fiscal events and announcements: Spring Statement 2025, held on 26 March 2025 Tax update spring 2025, held on 28 April 2025 Spending Review 2025, held on 11 June 2025 Legislation Day 2025, held on 21 July 2025 Budget 2025, held on 26 November 2025 the introduction of Finance Bill 2026, also referred to as Finance Bill 2025–26 and Finance ( No 2) Bill 2024–26 ( FB 2026), introduced to Parliament on 2 December 2025 and its subsequent enactment as Finance Act 2026 ( FA 2026) on 18 March 2026, and the introduction of the National Insurance Contributions ( Employer Pensions Contributions) Bill to Parliament on 4 December 2025 It collates updates spanning statements, reviews, legislation and the Budget. For detail on the Budget and Finance Bill procedures, as well as the broader fiscal timetable more generally, see Practice Note: The Budget and Finance Bill...
ARCHIVED This Practice Note is archived and no longer maintained. It compiles material on fiscal events across the 2024–25 tax year, covering: Tax Administration and Maintenance Day ( TAMD), held on 18 April 2024 Tax legislation day ( L Day), which occurred on 29 July 2024 Autumn Budget, delivered on 30 October 2024 The publication of Finance Bill 2025 ( FB 2025)—also referred to as Autumn Finance Bill 2024 and Finance Bill 2024–25—issued on 7 November 2024, which obtained Royal Assent on 20 March 2025 and was enacted as Finance Act 2025 ( FA 2025) For further details on the annual Budget and Finance Bill process, including how a general election can alter the usual schedule, see Practice Note: The Budget and Finance Bill process. Tax Administration and Maintenance Day ( TAMD) TAMD took place on 18 April 2024. No TAMD...
This Practice Note covers structures and buildings allowances ( SBAs), being allowances for capital outlay on non-residential structures and buildings that are constructed, refurbished or converted on or after 29 October 2018. SBAs may apply where plant and machinery allowances do not. In the Corporate Tax Roadmap issued alongside the Autumn Budget 2024 on 30 October 2024, the government confirmed it would preserve the structures and buildings allowance for the remainder of this Parliament. There are specific provisions for SBAs in freeports—see Practice Note: Freeports in England—tax features—as well as for SBAs in investment zones. Qualifying expenditure SBAs are available for capital expenditure incurred on or after 29 October 2018 on: the construction of a non-residential building or structure, provided construction activity commenced on or after 29 October 2018 and no contract for works to be undertaken in the course of...
Residence The UK’s first formal tax residence test for individuals, the statutory residence test ( SRT), came into force on 6 April 2013. Before that date, whether someone was tax resident in the UK was decided through a mixture of case law, practice and HMRC guidance, which produced significant uncertainty—see Practice Note: Residence before 6 April 2013 [ Archived]. This Practice Note: explains the principal features of the SRT, and summarises: the basic rule the automatic overseas tests the automatic UK tests the sufficient ties test This Practice Note, and the additional Practice Notes on the SRT, provide only a summary and are not comprehensive. Inevitably, some...
Practice Note overview This Practice Note addresses key aspects of the tax regime for statutory (ie, dividend) demergers, specifically: the anti-avoidance provisions on chargeable payments the clearance and notification procedures For background on why a company might undertake a demerger, and an outline of alternative demerger structures, see Practice Note: Demergers—an introduction to the tax issues. For details on: what a statutory demerger involves how the direct and indirect routes differ when a company may choose a statutory demerger the procedural steps the tax consequences and the importance of qualifying as an exempt distribution see Practice Note: Statutory demergers. For a precedent clearance application for a statutory demerger, refer to: Precedent: Clearance letter—statutory demerger. Chargeable payments A distribution made pursuant to a statutory demerger should be treated as exempt (ie, an exempt distribution) and, accordingly, should not give rise to a charge to...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT are set to be replaced by a single, self-assessed levy on securities—the securities transfer charge ( STC)—which will be paid (and reported) through a new online portal. In general terms, the STC’s core features will mirror the proposals for that regime outlined in the 2023 consultation. Finance Bill 2026 ( FB 2026) grants, with effect from Royal Assent, a power for secondary legislation to be made so that taxpayers can try out the new digital service by self-assessing their stamp taxes on securities obligations and by reporting transactions electronically via that service. For further details on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes Tax update spring 2025— Stamp taxes on shares...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to be replaced by a single self-assessed securities tax—the securities transfer charge ( STC)—to be paid and reported via a new online portal. The STC’s key features will largely reflect the proposals consulted on in 2023. Finance Bill 2026 ( FB 2026) grants, from Royal Assent, a power to make secondary legislation so taxpayers can pilot the digital service, self-assess their stamp taxes on securities liabilities, and submit transactions electronically. For further details on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes 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...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework In 2027, stamp duty and SDRT are set to be superseded across the regime by a single, self-assessed levy on securities transactions—the securities transfer charge ( STC)—to be both paid and reported via a new online portal as part of a modernised system. The STC’s core elements will broadly mirror the proposals for that regime set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) confers a power that takes effect on Royal Assent, permitting delegated legislation to be made in due course which will enable taxpayers to trial the new digital service by self-assessing their stamp taxes on securities obligations, and to submit transaction details electronically using a digital service. For further information on the modernisation of stamp taxes on securities, please see News Analyses: Budget 2025— Tax analysis— Stamp and...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be superseded by a single, self-assessed charge on securities—the securities transfer charge ( STC)—with payment and reporting handled via a new online portal. In substance, the STC is intended to reflect, in large part, the options trailed in the 2023 consultation. Finance Bill 2026 ( FB 2026) includes a power, commencing on Royal Assent, to permit secondary legislation that will allow taxpayers to trial the digital service by self-assessing their stamp taxes on securities liabilities and by submitting details of transactions electronically through that digital platform. Further background on the programme to modernise stamp taxes on securities can be found in: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes; Tax update spring 2025— Stamp taxes on shares...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT will be brought together as a single, self-assessed tax on securities—the securities transfer charge ( STC)—to be paid and reported via a new online portal. The STC’s core features will broadly mirror the proposals consulted on in 2023. From Royal Assent, Finance Bill 2026 ( FB 2026) will confer a power for secondary legislation, enabling taxpayers to trial the digital service, calculate their stamp taxes on securities liabilities themselves, and submit transaction details electronically. For further detail on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes 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...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be superseded by a single, self-assessed levy on securities — the securities transfer charge ( STC) — to be paid and reported via a new online portal. This consolidation forms part of the modernisation of the stamp taxes on shares framework. The STC’s core features are expected to broadly reflect the proposals consulted on in 2023. Finance Bill 2026 ( FB 2026) confers a power, effective from Royal Assent, for secondary legislation to be made so that taxpayers can trial the digital service, self-assessing their stamp taxes on securities obligations and submitting transaction details electronically through that service. For more on the programme to modernise stamp taxes on securities, see News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes; Tax update spring 2025— Stamp taxes on...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT are set to be superseded in 2027 by a single, self-assessed levy on securities—the securities transfer charge ( STC)—to be paid and filed via a new online portal. The STC’s design will broadly mirror the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) confers a power, commencing on Royal Assent, to make secondary legislation enabling taxpayers to pilot the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically through a digital service. For more information on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD...
Practice Note This Practice Note sets out the principal stamp duty and stamp duty reserve tax ( SDRT) consequences of a rights issue; specifically, it considers the stamp duty and/or SDRT treatment of: the issue of nil paid rights, any transfer or renunciation of those rights, the lapse of those rights, and the issue of the new shares. It is prepared on the basis that the securities offered under the rights issue are shares. However, this Practice Note does not apply to unlisted shares admitted to trading on a recognised growth market, such as AIM, because such shares are, in any event, exempt from stamp duty and SDRT. For more information on this exemption, see Practice Note: Growth market exemption from stamp duty and SDRT. In broad terms, a rights issue is an offer of new shares at a discount to existing...
SME R& D relief—additional deduction (pre-1 April 2024) This Practice Note addresses the principal research and development ( R& D) relief for small or medium-sized enterprises ( SMEs) for accounting periods beginning before 1 April 2024, subject to transitional provisions. For further detail, see Practice Note: SME R& D relief—tax credit (pre-1 April 2024). For the R& D expenditure credit that applies to periods beginning before 1 April 2024, see Practice Note: R& D expenditure credit (pre-1 April 2024). In this Practice Note, these two are collectively described as the pre-1 April 2024 schemes. For guidance on the schemes of relief for R& D generally applying to accounting periods beginning on or after 1 April 2024, see Practice Notes: The merged R& D expenditure credit (post-1 April 2024) and Enhanced relief for R& D-intensive loss-making SMEs (post-1 April 2024). SME R& D...
This Practice Note forms part of the Share purchase transaction collection. Beyond choosing whether to structure the deal as a share purchase or an asset purchase, numerous matters warrant attention at the outset, before due diligence and negotiation of the principal transaction documents. These points may influence the key commercial and legal terms, so both sides should address them before agreeing outline commercial terms (and signing heads of terms) and setting the transaction timetable. The issues highlighted below (and in the Practice Notes referenced) are likely to be relevant throughout the process—especially when negotiating the share purchase agreement—but they are raised early so lawyers for both parties can consider them and advise their clients as soon as possible. Corporate issues to consider Some principal corporate law points to assess at the start of the transaction are summarised below; not all will apply, depending on the nature of the...
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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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