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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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This Practice Note reviews the legal framework and institutional investor expectations on running fully virtual or hybrid general meetings and annual general meetings ( AGMs), drawing together current practice and guidance. Demand from shareholders and other corporate stakeholders to conduct gatherings through electronic communication has risen markedly in recent years, reflecting shifting preferences and practical realities. That underlying shift was then sharply hastened by the coronavirus pandemic across the market. Holding electronic meetings— Companies Act 2006 Prior to the coronavirus crisis, a handful of FTSE 350 issuers had already trialled electronic formats, from streaming physical meetings online (webcasts) to hybrid arrangements allowing shareholders to take part in person or virtually, both options running in parallel. In 2016, Jimmy Choo plc staged the first fully virtual AGM, sparking extensive discussion about the fairness and efficacy of remote participation. For some companies and investors, hybrid or...
Virgin Atlantic Airways Limited Virgin Atlantic Airways Limited sought approval for a Part 26A restructuring plan ( RP) at the convening hearing in August 2020 and at the sanction hearing in September 2020. The headline points are outlined below (capitalised terms, unless otherwise indicated, bear meanings given in convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For analysis of key metrics from RPs submitted in 2023, along with commentary from leading lights in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
Three Virgin Active companies applied for Part 26A restructuring plans ( RPs) At a convening hearing in March 2021 and a sanction hearing in May 2021, three Virgin Active entities sought Part 26A restructuring plans ( RPs). The key matters are set out below (capitalised terms not defined here have the meanings in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For an in‑depth review of metrics from RPs submitted in 2023, together with insights from leading figures in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
CASE HUB ARCHIVED This archived case hub sets out the position as at the judgment of 23 October 2017; it is no longer maintained. For more, see the timeline and relevant/related cases. Case facts ARCHIVE 26/10/2017 Outline An appeal to the General Court against the European Commission decision refusing VIMC’s complaint pursuant to Article 13(1) of Regulation 1/2003. Latest developments On 23 October 2017, the General Court handed down its judgment, rejecting in full the action to annul the European Commission’s decision to refuse VIMC’s complaint, on the basis that the matters raised were already being examined by a national competition authority ( Case AT.40231). The General Court held that the Commission correctly applied the principles in Article 13(1) of Regulation 1/2003, exercising its discretion not to open an investigation because the Austrian national competition authority was already conducting one......
Common entities This Practice Note forms part of a multi-jurisdictional guide that covers the fundamentals of establishing particular business vehicles across global jurisdictions. Within the Multilaw network, leading law firms respond to key questions on this subject. This instalment sets out principal issues when creating a single-member limited liability company in Vietnam. Current as of 13 January 2023. Author: Thomas Treutler, Tilleke & Gibbins, a Multilaw member firm. The focus is the single-member limited liability company ( SLLC) – Công ty trách nhiệm hữu hạn một thành viên (commonly abbreviated as Công Ty TNHH MTV or Công Ty TNHH). Other entity types in this jurisdiction that exist but are not the subject of a questionnaire response at this time: Multiple-member limited liability company ( MLLC) — Công ty trách nhiệm hữu hạn hai thành viên trở lên (commonly abbreviated as Công Ty...
NOTE—to check whether notification thresholds in Vietnam and worldwide are triggered, please consult: Where to Notify. 1. Have there been any recent developments regarding the Vietnamese merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Vietnam? In 2020, Vietnam promulgated Decree 35 on Detailed Regulations for Implementation of the Law on Competition dated 24 March 2020 ( Decree 35), which became effective on 15 May 2020. This marked a pivotal step in putting into operation the competition framework envisaged under the Law on Competition dated 12 June 2018 ( Competition Law). The body designated under the Competition Law, the Vietnam Competition Committee ( VCC), was established on 1 April 2023 and from that date assumed responsibility for the merger control regime. Decree 35 introduced the following clarifications to merger control: ...
1. What is the applicable legislation? The Law on Investment 2020 ( Investment Law 2020), effective from 1 January 2021, is the central statute regulating foreign direct investment ( FDI) in Vietnam. A number of implementing decrees have been promulgated to steer the Investment Law’s application, including the Guidelines on the implementation of the Law on Investment 2020 and Decree No. 31/2021/ ND- CP, dated 26 March 2021 ( Decree 31 2021), which provides guidance on several articles of the Investment Law. Together, the Investment Law and its implementing decrees set out the scope, administration and applicable licensing framework for foreign investment in Vietnam. 2. Which government or other body (or bodies) reviews foreign investments? The Ministry of Planning and Investment ( MPI) is the principal regulator of FDI in Vietnam, acting mainly through its dedicated agencies, the Business Registration Agency and the Foreign...
This Practice Note explores the background and structure of the Vienna International Arbitral Centre ( VIAC) and its Arbitration Rules 2021 (the Vienna Rules). With effect from 1 July 2021, the VIAC Rules are arranged in three parts: Part I, the Vienna Rules or Vienna Arbitration Rules; Part II, the Vienna Mediation Rules; and Part III, the Appendices to both sets of rules. Collectively, these are referred to as the Vienna Rules and Vienna Mediation Rules 2021. The Vienna Rules and Vienna Mediation Rules entered into force on 1 July 2021 and apply to all proceedings begun on or after that date. If your arbitration proceeds under the Vienna Rules 2018, which took effect on 1 January 2018, make sure you consult the earlier version of the rules. The development of the Vienna Rules Founded in 1975 as a division of the Austrian Federal...
Unlawful victimisation under the Equality Act 2010 ( Eq A 2010) This Practice Note explores unlawful victimisation under the Equality Act 2010 ( Eq A 2010). Domestic laws introduced to fulfil the UK’s duties under EU law—such as the obligation to implement Directive 2000/78/ EC, the Equal Treatment Framework Directive, which the Eq A 2010 gives effect to—are treated as assimilated law. For further information, see Practice Note: Assimilated law. The aim of the victimisation provisions is to protect a person who raises concerns to assert their Eq A 2010 rights and is then treated unfavourably in retaliation. For example: a woman tells her (male) manager she believes he refused to promote her because of her gender the manager responds by dismissing her he maintains this was not due to her gender, but because she had the nerve to suggest he had...
Victim personal statements—guidance Guidance on preparing, the form and the use of a victim personal statement ( VPS), sometimes called a victim impact statement, can be found in several places, including: Criminal Practice Directions ( CPD) the Joint Agency Guide to the Victim Personal Statement the Code of Practice for Victims of Crime ( Victims’ Code) the Health and Safety Executive ( HSE) enforcement guide on VPS the Ministry of Justice Guidance to victims: Making a Victim Personal Statement Practitioners should consider these materials when advising on a VPS. Victim personal statements—what are they? A VPS is a statement by the victim of crime setting out the effect the offence has had on them or, if the victim has died, the impact on surviving family members. It has two primary aims: to offer victims a formal opportunity to describe, in their own...
This Practice Note reviews the appointment and removal of the arbitral tribunal in proceedings brought under the Vienna International Arbitral Centre ( VIAC) Arbitration Rules 2021 (the Vienna Rules). The Vienna Rules 2021 took effect on 1 July 2021 and apply to all cases commenced on or after that date. If your arbitration is proceeding under the Vienna Rules 2018, which came into force on 1 January 2018, you should consult the earlier version. The provisions on appointing and removing arbitrators are largely aligned with those of other leading arbitral institutions and with domestic arbitration laws... The arbitrators Subject to any further qualification requirements agreed by the parties, any natural person with full legal capacity may act as an arbitrator under the Vienna Rules ( Vienna Rules, art 16(1)), a position that essentially mirrors section 586 of the Austrian Code of Civil...
This Practice Note explores specific aspects of arbitrations brought under the Vienna International Arbitral Centre ( VIAC) Arbitration Rules 2021 (the Vienna Rules), such as joinder and consolidation. The 2021 Vienna Rules entered into force on 1 July 2021 and govern any cases commenced on or after that day. Where your arbitration proceeds under the Vienna Rules 2018, which took effect on 1 January 2018, ensure you consult the earlier version of the rules. Joinder of third parties Vienna Rules, art 14 regulates the joinder of third parties to arbitrations under the Vienna Rules. In short, whether a third party is joined will be determined by the arbitral tribunal after it receives a Request for Joinder from a party or a third party, having (1) heard all parties to the arbitration and (2) considered all relevant circumstances ( Vienna Rules, art 14(1)). A request to join a...
What is a vexatious litigant? A vexatious litigant, as determined by the High Court, is an individual who exploits the right to a fair hearing and the entitlement to commence proceedings to assert or defend their rights, whether by issuing groundless claims or by utilising the court’s processes in such a manner that their ability to keep using the court must be placed under the court’s ongoing supervision. In AG v Barker, the court characterised a vexatious litigant and noted: ‘ Vexatious is a familiar term in legal parlance’......
This Practice Note cites Chapter I of the Competition Act 1998 ( CA 1998), the Competition Act 1998 ( Vertical Agreements Block Exemption) Order 2022 ( VABEO), the Digital Markets, Competition and Consumers Act 2024 ( DMCCA), and the Competition and Markets Authority’s ( CMA) guidance on VABEO (the VABEO Guidance). What is a vertical agreement? A vertical agreement is a contract concluded between distinct undertakings operating at separate tiers of the supply chain, for instance a manufacturer and its distributors. A supplier might opt for one or several resellers of its goods or services, across one or more layers of distribution, such as a UK-wide or country/region-specific importer, followed by additional resellers at wholesale and retail levels. All such arrangements amount to vertical agreements. They may span successive stages from manufacture to wholesale and retail within the same supply chain. By their nature, these...
This Practice Note references the Vertical Block Exemption Regulation, Commission Regulation 2022/720 ( VBER 2022), and the Commission’s 2022 Guidelines on Vertical Restraints (2022 Guidelines). What is a vertical agreement? A vertical agreement is a contract concluded by distinct undertakings working at separate stages of the supply chain—eg a producer and its distributors. A supplier may choose a single or multiple resellers for its products or services, across one or more layers of the chain, for instance an EU or country‑specific importer and additional resellers operating at wholesale and retail levels. These arrangements all amount to vertical agreements. Such agreements are typically between non‑competitors, in contrast to horizontal agreements, which are between competitors. Vertical agreements can assume various forms. The principal types include: agency; exclusive distribution; selective distribution; ‘free’ or non‑exclusive...
This practical guidance relates to the Procurement Act 2023 regime As of 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) are operative. Competitions started on or after that date must proceed under PA 2023, while those launched under the prior instruments—the Public Contracts Regulations 2015 ( PCR 2015), SI 2015/102, the Utilities Contracts Regulations 2016, SI 2016/274, the Concession Contracts Regulations 2016, SI 2016/273, and the Defence and Security Public Contracts Regulations 2011, SI 2011/1848—must continue to be conducted and administered in accordance with that framework. This guidance concerns vertical and horizontal public procurement under PA 2023. For further background, see Practice Notes: Introduction to the Procurement Act 2023— PA 2023 and Procurement Act 2023 transitional and saving arrangements— PA 2023. For practical guidance on vertical arrangements (previously referred to as ‘ Teckal’ or ‘in-house’...
Purpose The verification exercise primarily serves to shield directors accountable for the contents of the offer documentation, by setting out the steps taken to verify the truth and accuracy of the information contained in the relevant document. In most cases, the process concludes with a written record—termed the verification notes—substantiating the statements included within the offer documentation. Who does what? In a recommended offer where the offeree board circular forms part of the offer document, the offeror's lawyers usually co-ordinate the verification, with the offeree's lawyers providing input on those sections for which the offeree directors take responsibility. Where a separate offeree board circular is produced, the offeree's lawyers will co-ordinate verification of that document. The lawyers work closely with their clients throughout, and directors often delegate duties to a committee. This delegation does not, however, remove the directors' ultimate...
NOTE—to check whether notification thresholds in Venezuela and globally are met, please refer to: Where to Notify. 1. Have there been any recent developments regarding the Venezuelan merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Venezuela? A new Antitrust Decree- Law ( ADL) took effect in November 2014, superseding the Promotion and Protection of Competition Act of 1992. While the ADL diverges from the former statute in its breadth of application, it makes no major alterations to the merger control framework. Additional merger-related rules can apply depending on the economic sector in which the businesses operate—for instance, the Telecommunications Organic Act, the Banking Act, the Capital Markets Act, and the Organic Law of the National Financial System. Where such sectoral frameworks apply, the respective regulatory processes must be followed before the...
This Practice Note addresses the VAT treatment of partnerships, joint ventures and other vehicles in the context of property development and investment. It considers: companies, general partnerships, limited partnerships, limited liability partnerships ( LLPs), real estate investment trusts ( REITs), co-owners and joint ventures which entity must be VAT registered which entity should opt to tax the treatment of dealings between the parties contributions and distributions dealings with third parties Why does this matter? It is often not obvious how collaborative arrangements should be treated for VAT purposes, or who ought to charge VAT to whom. In some situations the position is genuinely uncertain, and the VAT supplies may fail to mirror commercial reality. It is therefore vital that contracts address the position...
This Practice Note sets out the particular rules governing VAT on costs that fall to be the subject of either summary or detailed assessment before the High Court. The applicable provisions are contained in CPR PD 44. Entitlement to This is addressed at CPR PD 44, para 2.3 through to CPR PD 44, para 2.6. The party seeking recovery of costs bears responsibility for ensuring that VAT is claimed only if, and only to the extent that, it cannot recover from HMRC the VAT it has incurred ( CPR PD 44, para 2.4). if the VAT is recoverable from HMRC, it should not be included in a claim for costs if only a proportion of the VAT is recoverable from HMRC, include only that proportion which is not recoverable from HMRC in the claim for costs The legal adviser’s VAT registration number must appear in a...
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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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