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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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Article 11 of the Organisation for Economic Co-operation and Development ( OECD)'s model tax convention ( MTC) is concerned with the taxation of interest paid cross border. It specifically addresses how taxing authority is divided between: the state of residence of the person receiving the payment (the recipient state), and the state of residence of the person making the payment (the source state) This Practice Note examines: the meaning of ‘interest’ in a double tax treaty or convention ( DTT) context the model convention approach to the taxation of interest targeted anti-treaty shopping provisions variations on this approach in DTTs, and the practical contexts in which an assessment of the interest article will arise The EU Interest and Royalties Directive, which exempts from withholding tax all interest payments between associated companies of different Member States, and which was...
FORTHCOMING CHANGE relating to UK transfer pricing legislation: On 29 April 2025, the UK government released draft legislation for technical consultation setting out a series of proposed revisions to the UK transfer pricing framework, together with related amendments to the rules on permanent establishment and the diverted profits tax. Headline measures include: the withdrawal of UK-to- UK transfer pricing, save for targeted exceptions designed to deter tax arbitrage; changes to the participation condition; and a range of updates to provisions that regulate financial transactions. The draft text follows the Conservative government’s initial policy consultation on reform launched in 2023, and the Labour government’s Autumn Budget 2024 announcement of further consultations. A further consultation, also launched on 29 April 2025, proposes limiting the current SME exemption to small enterprises only, and introducing a new filing obligation for...
This Practice Note This Practice Note examines the eligibility criteria concerning money and investments for a Tier 1 ( Investor) migrant seeking indefinite leave to remain, where their most recent leave was granted under the pre-6 November 2014 Immigration Rules for the route and the application is made before 6 April 2022. It sets out which investments qualify (including any pertinent restrictions), how qualifying investments must be maintained, and the documentation required to confirm that the qualifying investments and, where applicable, any balancing funds have been maintained across the relevant specified continuous period. It should be considered alongside Practice Note: Tier 1 ( Investor): applying for indefinite leave to remain. As this route was closed to any further initial applications on 17 February 2022, by Statement of Changes in Immigration Rules CP 632, partly due to concerns that it enabled the transfer of...
Trustees and personal representatives can, in fact, carry on a trade. For example, where a self-employed trader dies, the personal representative may keep the business running until it is wound down or sold. In the same way, trustees or interest in possession beneficiaries might be trading and could qualify for reliefs such as roll-over relief or business asset disposal relief. The broad tax rules governing trading apply to all traders alike, whether they are individuals, trustees, or personal representatives. This Practice Note sets out those principles below. Is there a trade? The key issue to examine is whether there is a trade. At times this will be clear, for instance when personal representatives step in to continue the deceased’s business; however, in other situations even a solitary transaction can amount to a trade. As an illustration, trustees who buy a property to renovate may,...
Abolition of the remittance basis and introduction of a residence-based IHT regime from 6 April 2025 The Finance Act 2025 ( FA 2025), which secured Royal Assent on 20 March 2025, enacts the abolition of the remittance basis and introduces a residence-based system from 6 April 2025. FA 2025 also removes domicile as the principal test for inheritance tax liability. Additional reforms revise the rules for excluded property status, scrap the protected settlements status of offshore trusts, and alter the overseas workday relief provisions. For further detail on these measures, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. Significance of settlor’s domicile for offshore trusts A trust’s exposure to UK income tax and capital gains tax ( CGT) is governed by the residence of its trustees. In some...
This Practice Note The UK government has long aimed to make the country one of the world’s most appealing places for innovation and enterprise. To achieve this, it has introduced a range of tax incentives that support innovative companies and their investors, spanning every stage of a business’s life cycle. These include: R& D tax reliefs the patent box business asset disposal relief (formerly entrepreneurs’ relief) amortisation deductions for companies acquiring intellectual property capital allowances for purchases of: knowhow patents plant and machinery venture capital trusts enterprise investment scheme seed enterprise investment scheme This Practice Note outlines the UK perspective on key tax considerations when deciding how to structure an...
ARCHIVED: This Practice Note has been archived and is not maintained. During the coronavirus ( COVID-19) outbreak, the UK government brought in a range of measures to assist individuals and businesses negatively affected by the pandemic. Several measures involved funds paid directly by central or local government with no requirement to repay, ie grants rather than loans. For further details on these schemes, see Practice Note: Coronavirus ( COVID-19)—tax implications [ Archived]. Guidance on these schemes stated that recipients should recognise such grants as taxable income, as they effectively substituted business income that would otherwise have been earned. On 29 May 2020, the government released draft legislation, a tax information and impact note, and explanatory notes for consultation. This was ultimately enacted as section 106 and Schedule 16 to the Finance Act 2020 ( FA 2020). The legislation’s purposes were: to treat...
This Practice Note This Practice Note explains the typical scope of a UK tax opinion prepared by tax lawyers for a UK tax resident securitisation company participating in an asset-backed securitisation ( ABS, sometimes called a true sale securitisation). In essence, an ABS is a structure in which a company (the originator) converts value by selling its assets to an orphan special purpose vehicle ( SPV) to generate cash. The SPV finances that purchase by issuing listed notes to investors, and the assets supporting the securitisation are referred to as securitised assets... A distinct corporation tax regime applies to entities that meet the criteria below: Qualify as securitisation companies; and Meet two further conditions: The unallowable purposes test; and The payments condition This regime is...
When a sole trader, or a person carrying on a business as a partner, opts to incorporate, the assets of that enterprise are moved into a, generally, newly created company. This movement amounts to a transfer, disposal or supply for VAT, capital gains tax, income tax, stamp duty land tax ( SDLT) and capital allowances purposes, and may result in a tax liability for the individual effecting the transfer at that time in respect of the assets transferred......
The way consideration payable for the acquisition of shares is structured is not always straightforward. In many transactions, how the consideration payable for a share purchase is arranged is far from simple. Quite often, payment is postponed, deferred or made conditional upon the satisfaction of specified contingencies. The structure and timing of such payments are therefore rarely straightforward. Most of the time, this reflects the buyer’s desire to: be satisfied that, when the deal completes, the company is in fact worth what the buyer believes it is worth at that point in time In such circumstances, sale agreements commonly include a price adjustment mechanism, typically calculated by reference to a set of accounts that are prepared as at the completion date. Any further sum payable (or any repayment due) is only settled once those accounts have been prepared, finalised and agreed, which can be several months after...
Rule 30— Setting the scene This Resource Note summarises the core provisions of Rule 30 of The City Code on Takeovers and Mergers ( Code), which governs the circulation of documents, announcements and information during an offer. It signposts pertinent material, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 30... Materials included Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive), offering informal guidance on how the Executive typically reads and applies the Code Panel Statements ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee Annual Reports from the Panel discussing overarching issues ( Annual Reports) relevant Lexis+® UK...
This Resource Note sets out the principal provisions of Rule 12 of The City Code on Takeovers and Mergers (the Code). It signposts materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to offer practical guidance on interpreting and applying Rule 12. Materials addressed in this Resource Note include: the detailed notes to the Code ( Notes), which explain the intended implementation of the Rules, and the relevant Appendices covering specific matters Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee relevant Lexis+® UK resources 2021 changes to Code In March 2021, the Panel confirmed it would proceed with amendments to the Code concerning the treatment of offer conditions and the offer timetable. For firm offers announced before 5 July 2021, Rule 12.1...
This Practice Note sets out details on the durations and conditions linked to entry clearance and permission to stay for individuals on the Student route, including those holding Student permission under the Doctorate Extension Scheme. New applications to the Doctorate Extension Scheme closed on 1 July 2021. Student union sabbatical officers fall outside the scope of this Practice Note. See also Practice Note: Student: eligibility, which explains the points-based and non points-based eligibility requirements for entry clearance and permission to stay applications under the Student route. Grant of permission Student permission is issued for the length of the course, with additional periods before commencement and after completion. The table below sets out the time allowed prior to the course start date and following the course end date, as recorded on the student’s confirmation of acceptance for studies ( CAS)......
Duties and powers Harbour authorities A harbour authority is an independent, autonomous, self-governing body with responsibility for the safe management and efficient running of a harbour. In most circumstances, harbours are administered and run by statutory harbour authorities ( SHAs), empowered and governed by local legislation that is generally tailored to the specific requirements of the harbour in question. Different legislation sets out various, differing definitions. Under section 313(1) of the Merchant Shipping Act 1995 ( MSA 1995), a ‘harbour authority’, in relation to a harbour, covers all persons entrusted with the function of constructing, improving, managing, regulating, maintaining or lighting a harbour: the person who is the statutory harbour authority for the harbour; or if there is no statutory harbour authority for the harbour, the person (if any) who is the proprietor of the harbour, or who is entrusted with the function of...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) received Royal Assent on 26 October 2023. Designed to bolster corporate transparency in the UK, the Act chiefly delivers reforms to Companies House and changes to provisions within the Companies Act 2006. It also intends to update the regulatory landscape for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be rolled out in phases. A number of its measures took effect on 4 March 2024 and may have a bearing on this content. For more information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, notably the legislation and consultation tracker. Rules and guidance The statutory requirements governing the annual accounts of small LLPs are contained in: Part 15 of the Companies Act 2006 ( CA...
Introduction Oversight of senior leaders across financial services underwent a dramatic overhaul when the Senior Managers and Certification Regime ( SM& CR) arrived for banks in March 2016. The scope later widened to insurers in December 2018 and, from December 2019, to virtually all other financial services businesses. The regime was designed to drive a wholesale shift in compliance culture across the sector in the wake of the global financial crisis. It reinforces personal accountability at the top by enabling the Financial Conduct Authority ( FCA) and/or the Prudential Regulation Authority ( PRA) to more readily pursue senior managers for their firms’ shortcomings. The framework also reaches the broader workforce through the Certification Regime and the Conduct Rules, which bind all staff other than ancillary employees. For practical materials on the SM& CR, see Practice Note: Senior Managers and...
This Practice Note should be read alongside the following materials: Pensions schedule: acting for sellers in a share sale — EFP vol 31(1) PENSION SCHEMES [2485]–[2490] Pension schedule: acting for buyers in a share purchase — EFP vol 31(1) PENSION SCHEMES [2479]–[2484] When can a pension schedule be used on a share sale? In a share sale, a pension schedule can be deployed where: the buyer is purchasing shares in the employing company (the target), which, immediately pre-completion, participates in a defined benefit ( DB) occupational pension scheme that DB scheme remains open to future accrual, and the scheme itself is to stay within the seller’s group after completion (this Practice Note calls it the seller’s scheme) A pension schedule can also be adopted in other situations. Given today’s underfunded DB schemes and the Pension Regulator’s wide moral hazard powers, such...
The senior accounting officer ( SAO) regime Introduced under Schedule 46 to the Finance Act 2009 ( FA 2009), the senior accounting officer ( SAO) regime is designed to ensure qualifying companies maintain adequate tax accounting arrangements so that the correct tax liabilities are reported to HMRC. It applies to financial years beginning on or after 21 July 2009. The regime’s objective is supported by: a qualifying company’s obligation to notify HMRC of the identity of its SAO or, where there were successive SAOs in the relevant financial year, each individual who served as SAO for any part of that year the SAO’s main duty to take reasonable steps to ensure the qualifying company has appropriate tax accounting arrangements in place the SAO’s obligation to submit a certificate for each financial year confirming that appropriate tax accounting...
This Practice Note addresses the following areas: the legal framework for save as you earn ( SAYE) options an explanation of what an SAYE scheme is the qualifying criteria and conditions that an SAYE scheme must satisfy which companies are permitted to operate an SAYE scheme who can be offered or granted SAYE options the required level of the exercise price when an SAYE option can properly be exercised the events or circumstances in which an SAYE option will lapse the rules that apply to the associated savings arrangement scaling down any additional requirements that apply to SAYE schemes self-certification duties and notification requirements the tax treatment of SAYE options, and the tax reporting obligations The law governing SAYE options The statutory provisions for SAYE options comprise: sections 516–519 of the...
FORTHCOMING CHANGE: Announced on 26 November 2025 within Budget 2025, from April 2029 only the first £2,000 a year of pension contributions made under a salary sacrifice arrangement will be exempt from National Insurance contributions ( NICs). Employee contributions through salary sacrifice above £2,000 per year will incur both employer and employee NICs, meaning any amount over £2,000 will, for NICs, be treated like other employee workplace pension contributions. Employer contributions are unaffected, and income tax relief is unchanged. Employers will be required to report the total salary given up via existing payroll software, and HMRC has committed to engage with stakeholders. HMRC will provide further guidance before April 2029. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will insert a new subsection into section 4 of the Social Security Contributions and Benefits Act 1992, enabling the government to make...
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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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