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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 : On 21 April 2026, the government stated that the EGL rate will rise to 55% and that the measure will continue beyond its planned conclusion on 31 March 2028. The EGL is a temporary 45% levy on exceptional proceeds from wholesale electricity generation in the UK. It applies from 1 January 2023 until 31 March 2028. For background on the EGL, see Electricity Generator Levy—overview. The statutory framework, contained in Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023), imposes the charge on the exceptional generation receipts of a qualifying generating undertaking for a qualifying period. As these concepts are interdependent, you may need to cross‑refer between them to decide whether the EGL applies in a particular scenario. This Practice Note addresses the targeted anti‑avoidance rule in the legislation. For guidance on other aspects of the EGL,...
Forthcoming change On 21 April 2026, the government confirmed the EGL rate will rise to 55% and that the measure will be prolonged beyond its planned conclusion on 31 March 2028. The EGL is currently a temporary 45% levy on exceptional revenues from UK wholesale electricity generation, in force from 1 January 2023 to 31 March 2028. For an introduction, see Electricity Generator Levy—overview. Under Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023), the charge is imposed on the exceptional generation receipts of a qualifying generating undertaking for a qualifying period. As these definitions overlap, you may need to cross‑refer between them to determine whether the EGL bites in a particular case. This Practice Note outlines practical points that taxpayers and their advisers may wish to weigh when considering the EGL. For guidance on other...
Forthcoming change : On 21 April 2026, the government revealed that the Electricity Generator Levy ( EGL) rate will rise to 55% and will continue beyond its previously expected end date of 31 March 2028... The EGL is presently a temporary 45% levy on exceptional proceeds from UK wholesale electricity generation, applying from 1 January 2023 to 31 March 2028. For context, see Electricity Generator Levy—overview... The legislative provisions are set out in Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023). The charge is imposed on the exceptional generation receipts of a qualifying generating undertaking for a qualifying period. As these notions interconnect, you may need to cross-reference them to determine whether the EGL is in point for a particular situation... This Practice Note addresses the administration of the EGL. For guidance on other aspects, see the...
Forthcoming change : On 21 April 2026, the government confirmed the EGL rate will rise to 55% and that its duration will run beyond the planned end date of 31 March 2028. The EGL is a temporary 45% levy on exceptional revenues from UK wholesale electricity generation activity. It applies from 1 January 2023 until 31 March 2028 inclusive. For background on the EGL, refer to Electricity Generator Levy—overview for context. From a legislative perspective, as enacted and defined in Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023), the levy is charged on the exceptional generation receipts of a qualifying generating undertaking for a qualifying period. As these notions are connected, it can be necessary to switch between them in order to determine whether and how in practice......
Forthcoming change : On 21 April 2026, the government confirmed the EGL rate will rise to 55% and that the measure will run beyond its planned cessation date of 31 March 2028. The EGL is a temporary 45% levy on exceptional income from UK wholesale electricity generation. It applies from 1 January 2023 until 31 March 2028. For background on the EGL, see Electricity Generator Levy—overview. The legislation, located in Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023), imposes the charge on the exceptional generation receipts of a qualifying generating undertaking for a qualifying period. As these concepts connect to one another, you may need to cross‑refer between them to decide whether the EGL is in point in a particular case. This Practice Note addresses what constitutes a ‘qualifying generating undertaking’. For material on other elements of the EGL, see the...
Forthcoming change : On 21 April 2026, the government confirmed the EGL rate will rise to 55% and that the measure will run beyond its planned close on 31 March 2028. This Practice Note considers the Electricity Generator Levy ( EGL). The EGL is a temporary 45% levy on exceptional proceeds from UK wholesale electricity generation. The EGL runs from 1 January 2023 until 31 March 2028. For background on the EGL, see Electricity Generator Levy—overview. The EGL is a temporary 45% levy on exceptional proceeds from UK wholesale electricity generation. The EGL runs from 1 January 2023 until 31 March 2028. For background on the EGL, see Electricity Generator Levy—overview. Under the legislation in Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023), the charge is imposed on the exceptional generation receipts of a...
Forthcoming change : On 21 April 2026, the government confirmed the EGL rate will rise to 55% and that the measure will continue beyond its previously planned finish on 31 March 2028. The EGL is a temporary 45% levy on exceptional receipts from UK wholesale electricity generation. It runs from 1 January 2023 to 31 March 2028. For background, see Electricity Generator Levy—overview. Legislation in Part 5 of the Finance ( No 2) Act 2023 ( F( No 2) A 2023) provides that the levy applies to the exceptional generation receipts of a qualifying generating undertaking for a qualifying period. As these notions are connected, it can be necessary to cross‑refer between them to determine whether the EGL applies in a particular case. Groups and joint ventures may reallocate ‘shortfall amounts’ so that, as far as possible, the EGL is charged only on their net...
A limited company may repurchase its own shares, provided the conditions in the Companies Act 2006 ( CA 2006) are met. This is often termed a share buyback or a purchase of own shares. Besides the CA 2006 provisions, further rules apply when a listed company or an AIM company intends to purchase its own shares. Specifically, a listed company must have regard to the UK Listing Rules ( UKLRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules), although these do not explicitly address buybacks; AIM Regulation has confirmed that, in most situations, adherence by an AIM company to the UKLRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both categories of company may follow...
The preface to the Organisation for Economic Co-operation and Development ( OECD) model tax convention ( MTC) expressly states that, when concluding a double tax treaty ( DTT), the contracting jurisdictions neither seek to open avenues for tax avoidance nor are compelled to extend treaty benefits where arrangements amount to an abuse of the treaty concerned. Accordingly, the parties are not required to confer relief where abusive arrangements exist under the relevant treaty framework. Specific anti-avoidance measures that stop a given article of the treaty from applying to a transaction or category of income (eg provisions on dividends, interest and royalties), including ‘beneficial ownership’ conditions and anti-conduit rules designed to ensure the person legally receiving the income is also its real economic beneficiary; and General anti-avoidance rules that limit the operation of the treaty......
The corporate interest restriction ( CIR) rules are extensive and technically demanding. This Practice Note serves as a primer to the CIR and points readers to further detail in related materials: Practice Note: Corporate interest restriction—glossary of key terms, explaining key expressions and concepts used across the legislation Practice Note: Corporate interest restriction—the main rules, providing an in‑depth overview of the core operative provisions Practice Note: Corporate interest restriction—administration, covering procedural matters, including the interest restriction return Practice Note: Corporate interest restriction—elections, outlining the various elections a group may include in its interest restriction return The regime has applied since 1 April 2017. The principal provisions appear in Part 10 of the Taxation ( International and Other Provisions) Act 2010 ( TIOPA 2010), with associated administrative rules in TIOPA 2010, Sch 7A. HMRC guidance is set out in the Corporate Finance Manual, beginning at...
FORTHCOMING CHANGES to EIS and VCT financial limits and call for evidence on tax support for entrepreneurs: In Budget 2025, the government confirmed a cut to the up-front income tax relief for an individual’s VCT investment from 30% to 20%. The up-front income tax relief for EIS remains at 30%, unchanged. It also set out three measures affecting both EIS and VCT, covering funding limits, lifetime risk finance and gross assets thresholds for investee companies: an increase to the annual investment limits that companies can raise under the EIS and VCT schemes from £5m to £10m and from £10m to £20m for knowledge-intensive companies ( KICs) an increase in the lifetime company risk finance investment limit from £12m to £24m and from £20m to £40m for KICs, and an increase in the gross assets limit that an investee company must not exceed from £15m to £30m before the shares are...
Seed enterprise investment scheme ( SEIS) The Seed Enterprise Investment Scheme ( SEIS), akin to the Enterprise Investment Scheme ( EIS), aims to boost funding for smaller, higher-risk companies by providing a suite of tax reliefs to individual investors who buy newly issued shares in those businesses. For comprehensive guidance on these reliefs, refer to Practice Note: SEIS—introduction to regime and description of tax reliefs. In outline, the reliefs are: Income tax relief equal to 50% of the amount invested, subject to an annual investment ceiling of £200,000. A CGT exemption on any capital gain realised when disposing of shares that qualified for SEIS income tax relief and were held for three years. CGT re-investment relief giving an exemption for 50% of gains realised on disposals of assets in a tax year and re-invested within that year into...
Trusts commonly arise in commercial transactions in two principal scenarios: express trusts, namely a trust intentionally established as the vehicle or structure by which individuals can take part in a transaction or arrangement imposed trusts (for example, a resulting trust or a remedial constructive trust) that arise by operation of law to provide a participant in a transaction with a remedy after a trustee’s breach of duty or the misconduct of a third party, or to prevent injustice General issues Where an express trust is deployed to give effect to a commercial transaction, it is crucial to establish: who the current trustees are (which requires reviewing the trust instrument and any deeds of retirement, removal, or appointment of trustees) the scope of their express and statutory powers (in addition to the trust instrument, you will need to consider the...
Practice Note: Loan relationships—the main tax rules As discussed in more detail in Practice Note: Loan relationships—the main tax rules, the starting point is that a company brings into account credits and debits (in broad terms, profits and losses) from its loan relationships for corporation tax purposes under the loan relationships regime by reference to its accounting profit and loss, as disclosed in the company’s relevant accounts prepared in accordance with generally accepted accounting practice ( GAAP). Put another way, GAAP-compliant accounts provide the framework for identifying whether taxable amounts exist, their measurement, and the timing with which they are recognised for corporation tax in relation to loan relationships. This is often captured by the phrase ‘tax follows the accounts’. The legislative provisions for taxing loan relationships sit chiefly in Part 5 of the Corporation Tax Act 2009 ( CTA 2009, ss...
Exemption from SDLT can be claimed for land transactions between bodies corporate which are members of the same group for SDLT purposes at the effective date (generally, completion) of their intra-group land transaction. For more information, see the following Practice Notes: SDLT group relief SDLT—meaning of group With effect from 1 April 2015, SDLT stopped applying to land transactions that concern any interests in or over land in Scotland. From that day, such transactions are within land and buildings transaction tax ( LBTT), subject to transitional rules. Accordingly, any references in this Practice Note to ‘ UK land’, or similar wording in the context of SDLT, should be read as excluding interests in or over land in Scotland from 1 April 2015. For further details, see the LBTT subtopic. SDLT also ceased to apply to any land transaction involving any interest in or over land in Wales from 1...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be brought together into a single, self-assessed charge on securities—the securities transfer charge ( STC)—which will be paid and reported via a new online portal. The STC’s key features are expected to broadly align with the proposals consulted on in 2023. Finance Bill 2026 contains an enabling power commencing on Royal Assent to make secondary legislation that will allow taxpayers to pilot the digital service. This will permit self-assessment of stamp taxes on securities liabilities and electronic reporting of transactions through the digital platform. For more 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...
There are two principal routes to acquire a business: buying its assets or buying its shares. These approaches are intrinsically distinct and call for markedly different procedures and paperwork. Nature of the transaction Why an asset purchase? Through an asset deal, the buyer selects only the assets and specific liabilities it wants and explicitly agrees to take on. On completion, title to those assets and responsibility for those assumed liabilities pass to the buyer, while any unwanted assets and, crucially, liabilities remain with the seller. This gives the purchaser significant flexibility to cherry-pick and largely sidestep the danger of inheriting liabilities it does not want. By contrast, a share deal transfers ownership of the company that operates the target business. Except where the company’s contracts contain ‘change of control’ clauses, its entire undertaking - assets, agreements, rights and obligations - stays with the company, allowing it to trade on with...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The latest framework governing public offers of securities and admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), alongside the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). Both the UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These changes aim to streamline capital raising and materially cut the instances when a company must publish an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the changes see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in force prior to 19 January 2026......
A registered pension scheme may provide benefits without an overall ceiling. Nevertheless, under the Finance Act 2004 ( FA 2004), where a scheme makes an unauthorised payment, tax charges arise for both the recipient and the scheme unless a specific exception applies (though, in certain situations, individuals and companies may seek from HMRC a discharge of liability for those charges where appropriate). For additional detail, see Authorised and unauthorised payments and Unauthorised payments: tax charges and reporting requirements, together with the associated reporting obligations outlined there. Exceptions in special circumstances At times, pension schemes make mistakes that lead to unauthorised payments being issued. There are also situations where making an unauthorised payment is necessary to ensure a beneficiary is treated equitably. Accordingly, there are several exceptions to the standard rules governing unauthorised payments. Such exceptions apply only in particular, defined...
THIS PRACTICE NOTE APPLIES ONLY TO OCCUPATIONAL PENSION SCHEMES ARCHIVED: This archived Practice Note reviews the revisions occupational pension schemes adopted to their rules to mirror the pensions tax changes implemented by the Finance Act 2004 from 6 April 2006 ( A‑day). It is not updated and is provided for background only. For more detail on the A‑day reforms, see Practice Note: The Finance Act 2004, A‑day and the pensions tax regime [ Archived]. A-day-an overview The Finance Act 2004 ( FA 2004), effective from A‑day, brought in a new, streamlined framework for taxing UK pension schemes. Before A‑day, schemes had to obtain and keep Inland Revenue (now His Majesty’s Revenue and Customs ( HMRC)) exempt approval to secure favourable tax status. To secure and retain that exempt approval, the maximum benefits payable by schemes were constrained by HMRC‑set ceilings (the HMRC Limits). For...
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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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