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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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This Practice Note offers practical guidance on the Trade and Cooperation Agreement ( UK‑ EU TCA). It explains when goods are treated as originating in either Party’s territory, whether because they are wholly obtained or because non‑originating materials have received an adequate degree of processing in a Party. It also sets out practical guidance on how to claim origin... Introduction to Rules of Origin Rules of Origin set the tests used to establish a product’s origin. Under the UK‑ EU TCA they matter greatly for UK‑ EU trade, as only goods that qualify as originating in either territory may enter duty‑free. Goods that do not qualify are subject to tariff treatment, which may arise under: a comparable regional trade agreement, which might not be zero‑rated the WTO framework, under which the goods attract the Most Favoured Nation ( MFN) rate applying to all WTO...
Venture capital is a form of private equity finance supplied to early-stage, start-up companies with limited or no trading history, aimed at backing businesses at the outset. Background to venture capital investment The combination of a short operating track record and, in many instances, an unproven business model underpinned by untested technology means committing funds to these companies is a high-risk strategy. Investors who focus on such ventures will typically contribute technical capability as well as managerial expertise to the management team, but, given the risk profile, they will also seek high rates of return on the capital they deploy. Why seek investment? Businesses that pursue venture capital are generally too small to raise capital in the public markets and are unable to secure debt finance, so equity investment becomes the viable route to funding growth. Types of investment and...
ARCHIVED: Owing to reforms proposed under The Windsor Framework, announced by the UK government on 27 February 2023, this Practice Note is archived and no longer maintained. The contents were correct as at 1 January 2021. For details on The Windsor Framework and how it affects VAT in Northern Ireland, see The Windsor Framework. From 1 January 2021, movements of goods between Northern Ireland ( NI) and Great Britain ( GB) will be treated as imports and exports for VAT. This Practice Note explains the legislative basis for that treatment and the method for accounting for VAT on such flows. It also covers the VAT consequences of transferring a VAT-registered business’s own goods between GB and NI, intra-group movements, and movements of goods involving the EU. Background The UK ceased to be an EU Member State on 31 January 2020. On that day, the UK entered an...
Damages or compensation payment may attract VAT Whether VAT applies to a damages or compensation payment depends on the precise purpose of the sum. Where the amount is purely compensatory and not consideration connected to a supply, it sits outside the scope of VAT. However, if the recipient (the claimant) provides something in return, that constitutes a supply for VAT purposes. Getting the VAT treatment correct is essential. If the sum is VATable, the claimant will expect the defendant to pay VAT on top of the core damages or compensation. Where the payment is made under a settlement agreement, that document should state that any VAT is payable in addition to the principal; otherwise the figure is treated as VAT-inclusive. If the defendant is a business with full VAT recovery it should be able to reclaim the VAT, but only where VAT was in fact...
This Practice Note explains how the UK Trade Remedies Authority ( TRA) determines whether a subsidy is present for countervailing action. It outlines the legal framework and describes how the TRA has construed the existence of a subsidy in the investigations it has undertaken. Introduction To open and pursue a countervailing investigation, confirming that a subsidy exists is essential. In doing so, the TRA must take into account the World Trade Organization’s Agreement on Subsidies and Countervailing Measures (the SCM Agreement), alongside the Taxation ( Cross‑border Trade) Act 2018 (the Act) and the Trade Remedies ( Dumping and Subsidisation) ( EU Exit) Regulations 2019 ( Subsidy Regulations). Determination of a subsidy— SCM Agreement For guidance on how the existence of a subsidy is assessed under the SCM Agreement, including a helpful flowchart, see Practice Note: An introduction to the Agreement on Subsidies and...
To qualify for the award of share options under either of the following tax-advantaged employee share schemes, employees must not possess a ‘material interest’: a company share option plan ( CSOP) an enterprise management incentives ( EMI) scheme A material interest requirement previously applied to the other two tax-advantaged arrangements—the share incentive plan ( SIP) and the save as you earn ( SAYE) scheme (commonly called Sharesave)—however, in both instances, this condition was abolished by the Finance Act 2013 for awards made on or after 17 July 2013. This Practice Note outlines the circumstances in which a material interest may exist and explains the constituent parts of the test. Certain aspects of the test differ for CSOPs and EMI options, others are comparable, and some are identical; these distinctions are highlighted in each relevant section. Some components align across both regimes, some are...
This Practice Note explores how an offeror can amend or prolong its offer and accelerate particular parts of the offer timetable by serving an acceptance condition invocation notice or issuing an acceleration statement. It also looks at the treatment of alternative offers and the way the City Code on Takeovers and Mergers governs competing bids during the later stages of an offer process. Revisions Sometimes during the course of an offer, an offeror may wish to alter its terms, particularly where there are competing offers or the offer is not recommended by the offeree board. Greater flexibility is available when the transaction is structured as a contractual offer rather than a scheme of arrangement, given the need to accommodate the court timetable in the scheme process. However, whether the deal is structured as an offer or a scheme, the parties should remain mindful of...
Rule 7 of The City Code on Takeovers and Mergers ( Code) This Resource Note summarises the key provisions of Rule 7, covering: (a) the obligation to make an immediate announcement where an offer is revised, (b) the situations in which connected discretionary fund managers and principal traders are considered to be acting in concert with an offeror or potential offeror, and (c) the impact that acquiring an interest in the offeree’s shares may have on the Panel’s readiness to permit a partial offer or a Rule 9 whitewash. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on the interpretation and application of Rule 7. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body that undertakes the day‑to‑day...
This Practice Note deals with civil appeals to the UK Supreme Court ( UKSC). It explains the requirement to obtain permission to appeal and the process for doing so, whether the challenge is brought direct from the High Court by leapfrog, or from the Civil Division of the Court of Appeal. It addresses the deadlines for making an application (including seeking extra time) and how permission decisions are made (including situations where a reference is to be put to the Court of Justice of the European Union ( CJEU)). Within this Practice Note, ‘ SCR’ is used for the Supreme Court Rules 2024, SI 2024/949. The relevant Practice Direction is SCR PD 3— Applications for permission to appeal. For provisions on particular appeals and references—covering Human Rights Act 1998 matters, devolution issues, references to the Court of Justice, references on assimilated law and patent...
Appeals filed before 2 December 2024 This Practice Note is confined only to: appeals to the Supreme Court that were already underway before 2 December 2024; and applications for permission to appeal, and notices of appeal, lodged before 2 December 2024, unless the court or the Registrar orders that the SCR is to apply ( SCR 62). Appeals lodged prior to 2 December 2024 are governed by the Supreme Court Rules 2009 (now revoked) and the Practice Directions as they previously stood up to that date. Any references in this Practice Note to those Rules and Practice Directions appear as ‘old SCR 23’ and ‘old SCR PD 2’. Copies of the Rules and Practice Directions can be found here: There still remains a dedicated section for these former, older rules on the Supreme Court website. Appeals filed on or after 2 December...
This Practice Note sets out guidance on the conduct of appeal hearings and on the Supreme Court’s judgments and orders. For information on listing, see Practice Note: Supreme Court—starting and preparation for the appeal—on or after 2 December 2024— Listing of the appeal. In this Practice Note, references to the Supreme Court Rules 2024 are shortened to ' SCR'. Appeals before 2 December 2024 This Practice Note governs appeals to the Supreme Court where an application for permission to appeal, or a notice of appeal, was lodged on or after 2 December 2024, the date on which the SCR took effect ( SCR 1). The SCR 2009 (described here as the ‘old SCR’) are revoked on that date ( SCR 62(2)). Nevertheless, the old SCR continue to govern: appeals that were already on foot before 2 December 2024 ...
FORTHCOMING CHANGES: At the 2025 Budget on 26 November 2025, the government stated it would introduce small corrective alterations to the residence-based tax regime outlined in Finance Act 2025......
This Practice Note covers the following topics: the legal tests for company eligibility to run a save as you earn ( SAYE) scheme eligibility conditions and applicable timing requirements the objectives and aims of the SAYE legislation statutory requirements for shares in SAYE schemes, including: the need for shares to comprise part of the ordinary share capital considerations for group companies matters for a company controlled by another company points for a company owned or controlled by a consortium issues where a company is controlled by an unlisted company matters for jointly owned companies when a company is treated as listed on a...
This Practice Note sets out the following topics and guidance: attractions of save as you earn ( SAYE) schemes whether the company can qualify to operate and run an SAYE scheme? company size; and stage of the company’s development when an SAYE scheme is especially suitable within the business? flotations; and corporate acquisitions and mergers does the SAYE scheme align with the company’s aims and priorities? overseas parent with UK workforce employee incentive requirements all-employee character of the scheme ...
Reporting money laundering under the Proceeds of Crime Act 2002 ( POCA 2002) The Money Laundering Regulations Firms within scope of the Money Laundering Regulations 2007, SI 2007/2157 ( MLRs) must take measures to detect any behaviour they suspect is connected to money laundering or terrorist financing. Money laundering is the means by which criminal proceeds are turned into assets that seem to have a lawful source, allowing them to be kept indefinitely or channelled into further criminal ventures. All organisations covered by the rules must establish proportionate anti‑money laundering controls. For more on the MLRs, see Practice Note: The anti‑money laundering regime. For regulated entities in the UK, the anti‑money laundering framework is driven mainly by the MLRs and by obligations in the Senior Management Arrangements, Systems and Controls Sourcebook ( SYSC) in the Financial Conduct Authority ( FCA) Handbook. HM Treasury is in charge of the MLRs and...
For UK taxpayers operating a property-related business in the UK—whether trading or investing in land—the tax treatment of funding costs is critical. After the price paid for the land, the next major outlay is typically the cost of financing that acquisition. It is essential to ensure that: such funding costs are, as far as possible, tax-deductible, and interest can be paid without withholding tax This Practice Note: briefly reviews the rules on when interest payable by a UK taxpayer is deductible, and examines in depth the obligations to withhold tax on interest payments within a typical real estate holding structure For this Practice Note, CGT refers to both capital gains tax and corporation tax on chargeable gains. Interest deductibility Corporation taxpayers For a company within the charge to corporation tax, interest due on a loan is governed by the loan...
Stop Press : From accounting periods starting on or after 1 January 2026, the Diverted Profits Tax is superseded by the unassessed transfer pricing profits rules. This Practice Note, alongside Transactions in UK land—tax rules, examines the anti-avoidance provisions aimed at countering attempts to sidestep tax on income, profits or gains connected with arrangements concerning, or trades of dealing in, land. The main anti-avoidance measure seeks to treat gains of a capital character realised on the disposal of land as income, bringing them within income tax or corporation tax. Further detail appears in Practice Note: Transactions in UK land—tax rules. From 5 July 2016 these rules superseded and expanded the former transactions in land rules (for information on prior rules, see Practice Note: Real estate—anti-avoidance: disposals of land and taxing capital gains as income (pre 5 July 2016) [...
Structure of public-to-private takeovers A public-to-private deal arises when an unlisted company purchases a listed company, causing the target to move into private ownership. Such transactions most often occur via a management buyout, in which senior executives of the listed business partner with a private equity house to acquire it. The acquisition is ordinarily implemented as either: a court-sanctioned scheme of arrangement of the listed company, or a general offer for the listed company’s issued share capital Commonly, a newly formed vehicle is created to effect the purchase. The listed target will usually operate share incentive schemes linked to its shares, sometimes extending them beyond key executives to the wider workforce. The buyer will wish to secure all existing shares in the listed target through the deal. Accordingly, the offeror must address how employees’ outstanding rights to acquire the target’s shares will be treated as part of the...
Stop Press: Section 49 of, and Schedule 7 to, the Finance Act 2026 amends the UK’s domestic legislation in relation to UK permanent establishments of non- UK companies, with effect for accounting periods (in the case of corporation tax) or tax years (in the case of income tax) beginning on or after 1 January 2026 These measures update the meaning of a UK permanent establishment and the framework for allocating profits to a UK permanent establishment, in each case to achieve closer alignment with the OECD Model Tax Convention. They also refine how the investment manager exemption applies in practice and operates. For more information and analysis, see News Analysis: Budget 2025— Tax analysis — International. This Practice Note explores what constitutes a UK permanent establishment ( PE) in the specific context of UK real estate......
FORTHCOMING CHANGE relating to the tax treatment of carried interest: After a summer 2024 call for evidence on how carried interest is taxed, the Autumn Budget 2024 confirmed a revamped carried interest regime from 6 April 2026, to sit within the income tax framework, with bespoke provisions reflecting the distinctive nature of the reward. A consultation on prospective qualifying criteria for entry to the regime then took place, with the government publishing its response in June 2025. Draft clauses for the regime were released on 21 July 2025 for inclusion in Finance Bill 2026. The rules will apply to carried interest arising on or after 6 April 2026. In the interim, the capital gains tax rate on carried interest increased to 32% with effect from 6 April 2025. For further detail on this carried interest tax reform, including commentary from legal...
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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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