Featured documents
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:
Most recent Practice notes
For the income tax rates and allowances that apply in the current tax year, refer to Practice Note: Key UK tax rates, thresholds and allowances for Private Client. Personal allowances The following income tax allowances are available to individuals: personal allowance transferable personal allowance blind person’s allowance married couple’s allowance personal savings allowance dividend allowance property income allowance trading income allowance The personal allowance, blind person’s allowance, personal savings allowance, dividend allowance, property income allowance and trading income allowance are all deducted from net income to determine the taxpayer’s taxable income. This ensures that a portion of income is tax-free each year. The married couple’s allowance (which includes civil partners) is delivered as a 10% reduction in tax. In specified circumstances, the personal allowance, the blind person’s allowance and the married couple’s allowance can be...
FORTHCOMING CHANGE relating to the tax treatment of carried interest: After a call for evidence on the taxation of carried interest that ran through summer 2024, the Autumn Budget 2024 set out plans to introduce a revamped carried interest regime from 6 April 2026. This will sit within the income tax system, with tailored rules to reflect the distinctive features of the reward. The intention is to recognise the particular nature of such rewards within taxation. A consultation then examined potential new qualifying criteria for access to the regime, and the government issued its response in June 2025. Draft legislation for the carried interest regime was published on 21 July 2025, intended for inclusion in Finance Bill 2026. The provisions will apply to carried interest arising on or after 6 April 2026. All of this was confirmed at the 26 November 2025 Budget, which also noted that...
Tax following the accounts As a general position, for corporation tax, a company recognises profits and losses from its loan relationships by reference to the profit or loss shown in its accounts, in accordance with Part 5 of the Corporation Tax Act 2009 ( CTA 2009). In short, accounts prepared in line with generally accepted accounting principles ( GAAP) are the foundation from which taxable and relievable items and amounts for a company’s loan relationships are determined. This approach is commonly described as ‘tax following the accounts’. There are, nonetheless, several exceptions where the loan relationships rules require a move away from the accounts and insist that credits and debits are worked out on another basis. For broader guidance on the tax treatment of loan relationships, including how a company’s profits and losses are calculated for corporation tax, see Practice Note: Loan...
For a taxable capital gain to arise, there must be a disposal, or a deemed disposal, of an asset. The taxpayer needs to determine precisely when the disposal took place. That date dictates when the tax becomes payable and, in some circumstances, also determines the following: the amount of tax who is required to pay it, and/or whether any tax is payable at all This Practice Note sets out the timing rules that apply to: assets that are disposed of under a contract deemed disposals, and options and forfeited deposits In this Practice Note, CGT means both capital gains tax and corporation tax on chargeable gains. Disposal under a contract The general position is that where an asset is disposed of under an unconditional contract, the disposal is treated as occurring at the time the contract is entered into. This applies even if the asset is transferred or conveyed at a later date. For...
A B share scheme A B share scheme returns surplus capital to a company’s shareholders by creating B shares (so named to set them apart from ordinary shares), followed by either paying a dividend on those shares or effecting their redemption, buy back or cancellation. This approach was most frequently adopted by listed companies in the past, albeit not exclusively. It is now rarely used to distribute excess capital, as it no longer delivers the tax advantages it once did (see History of the B share scheme below). Companies can return excess capital without using a B share scheme via: a routine dividend payment a ‘special’ dividend (a one-off, usually large interim dividend, paid outside a company’s routine dividend programme) a share buyback a reduction of capital a scheme of arrangement For further details about these alternative methods of...
This Practice Note examines what a purpose clause in a facility agreement is. It also outlines what Quistclose trusts are, the circumstances in which they arise, and why they are relevant to purpose clauses in facility agreements. Where appropriate, it signposts relevant provisions in: Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee the Loan Market Association ( LMA) investment grade multicurrency term facility agreement with/without observation shift (the LMA investment grade facility agreement) the LMA senior multicurrency term and revolving facilities agreement for leveraged acquisition finance transactions with/without observation shift ( LMA leveraged facility agreement) The other LMA standard form facility agreements, eg the LMA Senior Single Currency Term Facility Agreement for Real Estate Finance Multiproperty Investment Transactions, also include sample purpose clauses. LMA documents are available to LMA members on the LMA...
FORTHCOMING CHANGE: As outlined in Autumn Budget 2024, the government has commissioned an independent review of the loan charge. Announced on 23 January 2025, the review will explore the obstacles that prevent individuals subject to the loan charge, who have not yet settled and paid their tax liabilities in full, from achieving resolution with HMRC, and will set out ways to encourage them to settle with HMRC. To support this work, a call for evidence, directed at those still within the scope of the loan charge (and their advisers), was issued on 28 March 2025. The review’s conclusions, together with recommendations, will be reported and presented to the Exchequer Secretary to the Treasury by Summer 2025. For further details on the review, see News Analysis: Autumn Budget 2024— Independent review of the loan charge. HMRC has also confirmed the operational activity it will carry out while the...
ARCHIVED : This Practice Note is archived and is not being updated. CPR PD 51O has been revoked and, from 1 October 2025, superseded by CPR PD 5C. For help with CPR PD 5C, consult the Practice Notes: How to use CE- File—from 1 October 2025 and When and where is CE- File applicable?—from 1 October 2025. NOTE: the CE- File pilot is scheduled to end on 1 November 2025. From 1 October 2025, CPR PD 51O is replaced by CPR PD 5C, which renders CE- File a permanent feature. For assistance on the revised regime, including what has changed between CPR PD 51O and CPR PD 5C, refer to the Practice Notes: How to use CE- File—from 1 October 2025 and When and where is CE- File applicable?—from 1 October 2025. This Practice Note offers guidance on CE- File electronic...
One important way to classify loans is by how many lenders are involved. A facility with a single lender is a ‘bilateral loan’. Where more than one lender participates, it may be a ‘syndicated loan’ or a ‘club loan’. Multiple lenders can also participate indirectly through sub-participation. This Practice Note sets out the key features of bilateral loans, syndicated loans and club loans. Bilateral loans A bilateral loan involves just one lender. There may be a sole borrower or several obligors, that is, the borrower plus other group companies acting as guarantors and/or providing security. Such loans are commonly used for relatively small amounts and for simpler financing needs, for example a straightforward overdraft or a term loan. If a borrower seeks a larger sum, a single lender may be unable or unwilling to advance the full amount. In that situation, a...
A non- UK buyer of a UK business (or one headquartered in the UK) should consider the following tax matters: the UK costs linked to the acquisition the tax-efficient return of profits to the non- UK buyer maximising the target’s UK tax efficiency a tax-efficient exit common structuring options to mitigate acquisition tax costs and optimise tax efficiency This Practice Note addresses each point in turn. For a summary of the principal non- UK tax issues in this context, see question 18 in the jurisdictional guide: Lexology Panoramic: Private M& A and Lexology Panoramic: Public M& A. Local tax advice will be required to consider those issues. UK costs associated with the acquisition of a UK business There are several potential UK tax costs to assess when a non- UK corporate buyer acquires a UK...
STOP PRESS: On 17 June 2025, the European Commission unveiled its long‑anticipated review of the EU Securitisation Framework, alongside a wide‑ranging legislative proposal to amend the EU Securitisation Regulation ( Regulation ( EU) 2017/2402), the EU Capital Requirements Regulation ( Regulation ( EU) No 575/2013), the EU Solvency II Delegated Regulation ( Commission Delegated Regulation ( EU) 2015/35) and the EU Liquidity Coverage Requirement Delegated Regulation ( Commission Delegated Regulation ( EU) 2015/61). Changes to the EU Securitisation Regulation span, among other points, risk retention, disclosure, STS on‑balance sheet securitisations and the definitions of public and private securitisation. Revisions to the Capital Requirements Regulation concern, among other matters, risk‑sensitive capital requirements, resilient securitisation positions and significant risk transfer tests. Further consultations and amendments are expected as the EU legislative process...
This Practice Note sets side by side and contrasts the attributes of the two most widely and frequently used deal structures for acquiring a UK public limited company (or any company subject to the City Code on Takeovers and Mergers ( Code), referred to as the Code), namely takeover offers and schemes of arrangement, and explores the principal distinctions between them. This Practice Note also contains a summary table: Key advantages and disadvantages of offers and schemes; for a fuller discussion of the pros and cons, from an offeror’s viewpoint, of completing a takeover via a scheme of arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages. Offers and schemes There are two core routes to carry out a takeover of a UK public company: by means of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 ( CA 2006) by...
FORTHCOMING CHANGE relating to the tax treatment of carried interest: Following a call for evidence on the taxation of carried interest conducted over summer 2024, the government used Autumn Budget 2024 to set out a redesigned regime from 6 April 2026. This will be embedded within the income tax system, with tailored rules acknowledging the distinctive nature of the reward. A consultation then examined possible new qualifying conditions for entry to the regime, with the government’s response issued in June 2025. Draft legislation for the new carried interest regime was published on 21 July 2025 for inclusion in Finance Bill 2026. The provisions will apply to carried interest arising on or after 6 April 2026. This was all confirmed at the 26 November 2025 Budget, which also noted amendments to the draft to reflect stakeholder feedback. In the interim, ahead of...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 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 filed through a new online portal. The design of the STC will largely align with the proposals consulted on in 2023. Finance Bill 2026 ( FB 2026) confers a power, commencing on Royal Assent, to make secondary legislation enabling taxpayers to test the digital service by self‑assessing their stamp taxes on securities and submitting transactions electronically. For further information 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 shares modernisation; Tax update spring 2025— Tax analysis— Stamp and transfer taxes; TAMD 2023— Stamp taxes on shares...
This Practice Note explores the meaning of connected persons as employed within sections 1122 and 1123 of the Corporation Tax Act 2010 ( CTA 2010). An almost identical definition for income tax purposes is found in section 993 of the Income Tax Act 2007 ( ITA 2007). CTA 2010, ss 1122 and 1123 specify: when a company is connected with another company when a company is connected with another person when an individual is connected with another individual with whom a trustee of a settlement is connected, and with whom a partner in a partnership is connected Why is the definition of connected persons important? The expression ‘connected persons’ is used across a range of corporation tax and other tax provisions, including: throughout the Corporation Tax Acts (although a modified definition applies for specific parts) for stamp duty land tax ( SDLT), land transaction tax ( LTT) and land and buildings...
Benefits of registration Registering a pension scheme delivers valuable tax reliefs and exemptions for the scheme and its members, including: tax relief on member contributions up to specified limits tax relief on employer contributions no income tax arises on earnings where an employer pays contributions to a registered pension scheme for an employee certain lump sums on retirement (eg a pension commencement lump sum) or following a member’s death are not subject to income tax, provided conditions are satisfied most investment income is not liable to income tax gains realised on disposals of scheme investments are exempt from capital gains tax Consequently, the vast majority of pension schemes are registered. Occupational schemes that are not registered are treated, for tax purposes, as Employer Financed Retirement Benefit Schemes (...
‘ Reporting fund’ A ‘reporting fund’ is an offshore fund that has obtained reporting fund approval and has not departed the regime, whether voluntarily or by exclusion. In essence, UK investors in such funds are taxed each year on their portion of the fund’s reported income, irrespective of whether that income is paid out or retained. This allows capital gains treatment to apply when they dispose of their interest. For offshore funds that do not report income in this manner (‘non-reporting funds’), disposals by investors are taxed as income. The governing provisions are in Part 3 of the Offshore Funds ( Tax) Regulations 2009, SI 2009/3001 (the Offshore Funds Regulations). For the UK tax definition of an ‘offshore fund’, see Practice Note: Tax and offshore funds—what is an offshore fund? This Practice Note covers: the eligibility criteria and application process for the...
This Practice Note looks at the way that options and pre-emption agreements over UK land are treated for stamp duty land tax ( SDLT) purposes. Options commonly feature in development contexts, though they also appear in other deals. For additional guidance on indirect taxes within commercial development, see Practice Note: Development of commercial property—indirect tax considerations. From 1 April 2015, SDLT no longer applies to land transactions involving interests in or over land in Scotland; from that date, land and buildings transaction tax ( LBTT) applies, subject to transitional rules. Accordingly, references here to ‘ UK land’ for SDLT purposes exclude interests in or over Scottish land from 1 April 2015. For more information, see the LBTT subtopic. SDLT also ceased to apply to land transactions involving interests in or over land in Wales from 1 April 2018; from then, land...
Updated in October 2025 Introduction Brazil ranks fifth globally by land area (3,287,956 sq mi) and seventh by population (a little over 213,000,000). With a US$2.12trn economy, as projected by the International Monetary Fund for 2025, it places tenth worldwide by nominal GDP. As South America’s largest state and a leading participant in BRICS and the G20, Brazil occupies a pivotal position in the international economy. Its corporate landscape is constantly evolving, influenced by shifts in domestic policy, worldwide macroeconomic tides, and a sustained drive to build a more favourable setting for investment. Grasping these layered dynamics is essential to succeed, and this paper seeks to arm readers with the core understanding needed to approach the market with confidence, acknowledging both its core advantages and current hurdles. As a fast-moving emerging market, Brazil continues to draw strong global interest for its expansion prospects and...
Double tax treaties or conventions ( DTTs) Double taxation treaties, also called conventions ( DTTs), possess a twofold character. They operate both as: agreements between nations (the contracting states) under the discipline of international law, and elements of the contracting states’ domestic legal systems Accordingly, a DTT functions concurrently at the international level and within national legislation. Consequently, they are interpreted through both international and domestic public law, with the canons of international public law prevailing where conflicts arise. This duality has led courts in different jurisdictions to craft their own interpretative approaches. In any dispute, the international layer outranks domestic interpretative rules. This has seen judges adopt varying techniques of construction across jurisdictions. Countries embed international agreements into national law in distinct ways: some automatically give a treaty domestic legal force upon signature and ratification, so it immediately becomes part of national...
Popular documents
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 ]...
Discover more from LexisNexis
