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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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Private equity backed companies The challenges encountered by private equity backed businesses when deploying shares to motivate staff broadly mirror those experienced by other organisations. Nonetheless, these entities have certain distinctive characteristics that warrant attention. Private equity deals are commonly arranged through a parent company that, in turn, owns shares in the trading company. It is also frequent to see one or more intermediary holding companies positioned between the top holding entity and the trading company. The ultimate owners of the holding company, alongside management investors, will typically comprise one or more partnerships or investment funds. Control: Qualifying to grant tax-advantaged options Depending on the stake held by a private equity investor, and the control rights conferred by the company’s articles of association and any investment agreement, the company that issues the shares (the 'issuing company') may be regarded as controlled by another company. This...
The seed enterprise investment scheme ( SEIS) The seed enterprise investment scheme ( SEIS), alongside the enterprise investment scheme ( EIS), aims to stimulate investment backing for smaller, higher-risk trading businesses by granting various tax reliefs to individuals acquiring newly issued shares in the companies concerned themselves. SEIS operates to detailed rules and stipulates multiple conditions that must be satisfied, covering in particular the following areas: the individual investors the shares issued, the funds raised and the overall arrangements in general the issuing company itself This Practice Note concentrates on the requirements applicable to the issuing company and any group to which it belongs (if there is one). However, the issuer must also carefully consider all the other SEIS conditions set out in the additional Practice Notes mentioned below in full. These requirements are framed by reference to SEIS income tax relief as...
A note-issuing company is the most frequently encountered form of securitisation company. This Practice Note summarises the criteria that must be met for a company to qualify as a note-issuing securitisation company, including: that the company must be party as a debtor to a capital market investment the notes: must be issued mainly to independent investors, and have a minimum value of £5m on issue (or £10m for securitisations entered into before 17 May 2022) the requirement that the company’s only business (aside from incidental activities) is confined to its securitisation activities, and the requirement to have a retained profit For more information on: the taxation of companies within the permanent securitisation regime, see Practice Note:...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The new framework governing public offers of securities and admissions to trading in the UK is contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. The reforms are intended to simplify capital raising and significantly lessen the circumstances in which a company is obliged to publish an FCA-approved prospectus for a subsequent issue of shares. For full information on the changes, see the Practice Note: UK prospectus regime reform. This Practice Note reflects the regime that applied prior to 19 January 2026......
For both the investing private equity fund and the target’s leadership, the prime lure of a private equity-backed buyout is the chance to crystallise a meaningful gain on exit. There are several potential paths to exit from such an investment, most typically: a trade sale to another company operating within the same sector, a flotation ( IPO), or a secondary buyout ( SBO). The ultimate route will hinge on considerations such as public market appetite for a listing and whether credible purchasers are available. Management often influence the decision, and may favour renewed private equity support via an SBO when the business model and prevailing market backdrop align. A secondary buyout ( SBO) is, in essence, a private equity-backed acquisition of a company that has already undergone a private equity-backed buyout. In an SBO, the existing private equity owner exits its stake, though the current...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework From 2027, stamp duty and SDRT will be replaced by a single, self-assessed tax on securities—the securities transfer charge ( STC)—which will be paid and reported via a new online portal. The STC’s design will broadly reflect the proposals set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) provides, with effect from Royal Assent, a power for secondary legislation so taxpayers can trial the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically. For further information on the modernisation of stamp taxes on securities, refer to 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...
The types of income chargeable to tax as 'savings and investment income' include: interest, being income within ITTOIA 2005, ss 369–381 purchased life annuities, being income within ITTOIA 2005, ss 422–426 deeply discounted securities ( DDS), being income within ITTOIA 2005, ss 427–460 income arising under the accrued income scheme chargeable event gains on life policies for which an individual (or the personal representatives of a deceased individual) is liable to income tax This Practice Note primarily examines how interest, the leading form of savings income, is taxed. It also addresses income falling under the accrued income scheme. Interest can be viewed as consideration for one person’s use (or retention) of money that belongs to another. Consequently, for a payment to qualify as interest there must be an identifiable principal on which the return is computed, and both the...
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...
Roll-over relief for capital assets This Practice Note explains roll-over relief for capital assets, a postponement of capital gains tax, or corporation tax on chargeable gains, available on certain disposals of business assets when the sale proceeds are reinvested into other business assets. When a business sells plant and machinery to obtain more modern equipment, or disposes of land and buildings in order to move to alternative premises, it may crystallise a chargeable capital gain (see Practice Note: What is a capital gain?). If traders in these circumstances faced an immediate tax liability, that could deter businesses from modernising, expanding or relocating. Hence the availability of roll-over relief for business assets. The underlying principle of the relief is that capital gains arising on business assets can remain untaxed so long as those gains are reinvested in other assets used within the...
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026 throughout the United Kingdom. The latest rules for public offers of securities and for admissions to trading in the UK are chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and in the FCA sourcebook titled The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. The reforms aim to streamline capital raising and materially cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026......
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...
ARCHIVED: This archived Practice note addresses mixed funds in the context of the remittance basis. It reviews: the statutory meaning of ‘mixed fund’ in section 809Q(6) of the Income Tax Act 2007 when a movement from a mixed fund is treated as a transfer the steps for determining the make-up of a remittance (arising under Conditions A and B) drawn from a mixed fund STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which obtained Royal Assent on 20 March 2025, introduces the abolition of the remittance basis of taxation and its replacement with a residence-based regime from 6 April 2025. FA 2025 also substitutes domicile as the key determinant of inheritance tax liability with residence. Additional reforms include revising the rules for excluded property status, removing protected settlements status for offshore trusts, and...
ARCHIVED: As an archived Practice note, this guidance explains how to identify when a remittance has arisen for the remittance basis of taxation. For this purpose, one must look to the Conditions in section 809L of the Income Tax Act 2007 ( ITA 2007). Section 809L of ITA 2007 sets out four condition limbs: Conditions A and B, which operate jointly, and Conditions C and D, each considered separately. This Practice note outlines Conditions A and B, illustrates types of remittances, and highlights exemptions or exceptions to how Conditions A and B apply... Abolition of remittance basis from 6 April 2025 The remittance basis of taxation was abolished for UK resident non-domiciled individuals from 6 April 2025. The last year for which the remittance basis can be claimed is the 2024–25 tax year. From 6 April 2025, a new four-year regime, commonly known as the foreign income and gain (...
ARCHIVED: This archived Practice note outlines the remittance rules affecting UK‑resident non‑domiciled individuals (non‑doms). It sets out what does and does not amount to a remittance, the extension of the remittance basis of taxation to temporary non‑residents, who may use the remittance basis, how to claim it, and the potential drawbacks of doing so. It includes references to the Finance Act 2012. Abolition of the UK's existing tax regime for UK resident non- UK domiciled individuals The UK Chancellor, Rachel Reeves, confirmed on 29 July 2024 that, with effect from 6 April 2025, the government will proceed with abolishing the UK’s existing tax regime for UK‑resident non‑ UK domiciled individuals (non‑doms) and introducing the new four‑year FIG (foreign income and gains) exemption regime announced by the previous government at the Budget in March 2024—see: Spring Budget 2024— Private Client analysis—...
ARCHIVED: This Practice note, now archived, offers guidance on the remittance basis charge ( RBC). It sets out in detail what counts as a long-term resident before and after 6 April 2017, and looks at how the RBC is paid and reclaimed. It further covers nominating income and gains, the remittance of nominated income and gains, together with the applicable ordering rules. STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which secured Royal Assent on 20 March 2025, enacts legislation to abolish the remittance basis of taxation and introduces a residence-based regime beginning on 6 April 2025, with effect from that date. FA 2025 also makes residence the key determinant of liability to inheritance tax, displacing domicile as the primary factor. Further measures include amending the rules for excluded property status, removing protected...
Practice Note This Practice Note explores the tax position of UK real estate investment trusts ( REITs—and, in tax legislation, UK REITs) alongside their shareholders. The purpose of the UK REIT regime is to deliver a tax‑efficient structure that facilitates investment into the UK real estate sector by a broad spectrum of investors. A core feature of the regime is the shift of the tax point away from the investment entity, with the incidence of tax instead placed on its shareholders, so that liability arises at investor level rather than within the vehicle......
This Practice Note considers the circumstances in which a UK real estate investment trust ( REIT, described in the tax legislation as a UK REIT) holds property indirectly through a structure such as a partnership, offshore unit trust or company. It then turns to the scenario where a REIT participates in property via a joint venture company (or a group of companies). For an overall summary of the REIT regime, see Practice Note: REITs—summary of the tax regime. Other specific aspects of the regime are explored in greater depth in the following Practice Notes: REITs—the conditions and tests REITs—tax treatment of the REIT and its shareholders REITs—breaches and exit Indirect ownership of property REITs may hold non-direct interests in property via vehicles including partnerships, offshore unit trusts or companies. The tax analysis for a REIT of such indirect holdings hinges on the legal...
The UK regime for real estate investment trusts ( REITs, or UK REITs in tax legislation) requires companies or groups aiming to access the regime to satisfy a range of conditions. These criteria, along with certain additional tests, must be met continuously throughout every accounting period in which the company or group remains within the regime. This Practice Note outlines those conditions and tests. Breaches of the conditions and the tax implications of leaving the REIT regime are covered in Practice Note: REITs—breaches and exit. For an overview of the regime, see Practice Note: REITs—summary of the tax regime. For the tax position of the vehicle and its investors, refer to Practice Note: REITs—tax treatment of the REIT and its shareholders. Company REITs v group REITs A REIT may consist of a single company or a group of companies, and this Practice Note...
Practice Note: REITs—the conditions and tests To fall within the UK real estate investment trust ( REIT) tax regime, a company—or a group—must meet a range of requirements in each accounting period. These comprise: criteria concerning the REIT’s own status and behaviour (or, for a group REIT, those of the group’s principal company), and more granular rules about the REIT’s balance of business and various other matters These conditions are set out in detail in Practice Note: REITs—the conditions and tests. This Practice Note also explains what occurs when any of these requirements are not met. It further addresses: the tax implications of leaving the REIT regime, and the ways an exit can be carried out, including by giving notice For an overall overview of the UK REIT regime, see Practice Note: REITs—summary of the tax regime......
UK real estate investment trusts ( UK REITs) The UK regime for real estate investment trusts ( REITs, termed UK REITs in statute) took effect on 1 January 2007. There are now in excess of 150 REITs, several of which moved into the structure when the framework first commenced. Those early adopters have since been joined by many more participants owing to revisions to the entry criteria, in particular the following: the removal of the entry charge; permission for REITs to invest in other REITs; and a relaxation of the listing condition so that companies without a formal listing, but admitted to trading and actually traded on a recognised stock exchange (for example on markets such as AIM), can also qualify. Further amendments have been introduced to the REIT rules in recent years with the stated intention of making the regime more...
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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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