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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 guide This guide supports organisations to pledge to quantify, oversee and disclose their greenhouse gas emissions; to adopt legally binding, enforceable emissions-reduction targets; to consider and satisfy reporting and disclosure obligations, in particular regarding scope 3 emissions; and to commit to a transition plan that aligns their operations with Paris Agreement goals. These sustainability clauses were created by The Chancery Lane Project ( TCLP) and are linked to on the TCLP website below. For detailed, step-by-step guidance on how to measure, manage, reduce and report emissions, please consult the guide provided by TCLP. TCLP is the code name for a focused and collaborative initiative of lawyers from around the world, working together to develop new contracts and model laws to help fight climate change. For more information, see:...
This PN ought to be considered together with the following related precedents listed below: Pension schedule: acting for sellers in an asset sale EFP vol 31(1) PENSION SCHEMES [2517]–[2522] Pension schedule: acting for buyers in an asset purchase EFP vol 31(1) PENSION SCHEMES [2512]–[2516] For the purposes of this Practice Note, it is assumed that, at completion, the buyer acquires a business and the employees transfer into the buyer’s employment under the operation of the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE). When can a pension schedule be used on a business sale? In a business sale, a pension schedule can be used where all of the following apply: immediately before any TUPE transfer, at least some employees are active members of a defined benefit ( DB) occupational pension scheme run by the seller the DB scheme remains open to future accrual; and the DB scheme is...
The most common reasons for entering into derivatives are for the purposes of: Speculation — when a party seeks exposure to a given variable, for example taking a view on a commodity’s future price on the assumption it will rise or fall over a chosen period Hedging — aiming to offset exposure to the risk of an unfavourable shift in a variable, or to stabilise expected outcomes over time Arbitrage — seeking to take advantage of price discrepancies (between markets, or within the same market over time) to earn profit or cut costs, or where one participant can reach a price or market unavailable to another, including where prices differ over time Exposure to asset classes — obtaining access to a target market (eg commodities, shares, property) without incurring the expense, complexity and formalities associated with those markets, avoiding the same costs and...
What are Incoterms and what is their origin? Incoterms—short for ‘ International Commercial Terms’—are a set of globally recognised trading terms used in international, and at times domestic, contracts for buying and selling goods. They comprise 11 three‑letter abbreviations, each standing for a distinct package of provisions that apportion duties, costs and risks within a sale and purchase agreement. The International Chamber of Commerce ( ICC) publishes rules that interpret Incoterms and explain the meaning of each term. First issued in 1936, these rules are updated from time to time to mirror developments in trading practices. In September 2019, the ICC released the most recent edition, Incoterms 2020, effective from 1 January 2020 (although parties could opt to apply the 2020 rules earlier if they wished). For the complete text of the 2020 rules, see the following Practice Notes: Incoterms®...
Why use environmental consultants? Environmental consultants operate across varied sectors and disciplines, working to regulate, manage and prevent pollution of air, soil and water. They evaluate environmental risks, check conformity with environmental legislation and best practice, and appear as expert witnesses in formal legal proceedings......
Practice Note This Practice Note delivers practical guidance on the use of damages (quantum) experts in international arbitration. It aims to: familiarise lawyers who are newer to damages with key considerations offer perspectives for more experienced damages practitioners to reflect on and potentially refine their approach The emphasis is on procedural and strategic matters when instructing damages experts, showing counsel how to collaborate effectively without needing to become maths or ‘ Excel’ modelling specialists. It covers: when appointing a damages expert is warranted advantages and disadvantages of using experts retaining and instructing damages experts selecting suitable experts practical tips for working with experts Although focused on damages experts, much of the guidance is equally relevant to other expert disciplines. Further reading on experts in international arbitration includes the following Practice Notes: Expert witnesses in arbitration ...
The new competencies framework underpins a range of activities, notably recruitment and selection. This Practice Note sets out questions that help pinpoint competencies within the framework across various organisational levels: what are behavioural interview questions? level 1 questions and guidance level 2 questions and guidance level 3 questions and guidance level 4 questions and guidance, and other recruitment tools Behavioural interviewing Behavioural interview questions—also known as situational or competency‑based questions—are used in interviews to explore how a candidate’s past job performance may inform their future effectiveness in the role on offer. This approach is now widespread and adopted by many large organisations. The core premise is that behaviour shown in work‑related scenarios predicts future performance. Using these techniques, interviewers pose open‑ended questions about previous situations and compare the responses with the role’s pre‑set...
ARCHIVED: This Practice Note is archived and not maintained. It considered data protection and personal data sharing questions arising in cross-border investigations involving US and EU companies prior to the ruling in Facebook Ireland and Schrems ( Case C-311/18), where the Court of Justice of the European Union struck down the EU- US Privacy Shield and confirmed that any use of standard contractual clauses ( SCCs) must, in practice, provide an adequate level of protection for personal data, following a case by case evaluation of the circumstances of the transfer. For details on sharing personal data between the UK and EU in light of that judgment and IP completion day, see Practice Notes: Data protection and internal investigations, and UK GDPR and EU GDPR—transfers of personal data internationally and to international organisations. Who is the...
Change of use and development under the TCPA 1990 For the purposes of section 55 of the Town and Country Planning Act 1990 ( TCPA 1990), any material alteration in the use of buildings or other land is treated as “development”. As development requires planning permission, it is therefore always necessary to assess whether a proposed change of use is material and so amounts to development. However, TCPA 1990, s 55(2)(f) states that no development occurs, and permission is not needed, where the existing and proposed uses both fall within the same class specified in an order made under that paragraph. For instance, switching from a post office to a hairdresser would not need planning permission, as each sits within class A1 (shops). That said, physical works to the premises to enable the new use may still call for planning...
Material change of use and the Use Classes Order Any material change in how buildings or other land are used is treated as ‘development’ for the purposes of section 55 of the Town and Country Planning Act 1990 ( TCPA 1990). As development requires planning permission, it is always necessary to assess whether a change of use is material and therefore amounts to development. However, TCPA 1990, s 55(2)(f) states that a change of use is not development, and so does not need planning permission, where both the previous and proposed uses sit within the same class specified in an order made under that paragraph. The Town and Country Planning ( Use Classes) Order 1987 (the Use Classes Order), SI 1987/764, is an order made pursuant to TCPA 1990, s 55(2)(f). It places uses of land and buildings into broad categories set out in the...
Background to the Volcker Rule and implementation US regulators signed off regulations arising from the so‑called Volcker Rule elements of the Dodd‑ Frank Wall Street Reform and Consumer Protection Act 2010 ( Dodd‑ Frank) on 10 December 2013, and the rules then came into force on 1 April 2014. At its core, the Volcker Rule removes the capacity of US banks to deal as principal in particular trading or investment fund‑related activities. The final rule also provided a conformance window running until 21 July 2015, allowing banking entities time to come into compliance with its prohibitions on proprietary trading and on covered fund ownership and sponsorship, as set out in the rule. General requirements of the final rule Section 619 of Dodd‑ Frank inserted a new section 13 into the Bank Holding Company Act of 1956 ( BHC Act). Under that section, in general terms, any...
ARCHIVED: This Practice Note has been archived and is no longer maintained. First prepared for Lexis Practice Advisor in the United States, it sets out an overview of federal trade dress protection and enforcement under the Lanham Act. It considers the potential categories of trade dress, the conditions for protection—distinctiveness and non‑functionality—the benefits of federal registration, and enforcement options, including infringement, dilution, and counterfeiting claims. It also underscores the value of an integrated protection strategy combining trade dress with copyright and design patent protection, where feasible... Trade dress basics Broadly, trade dress captures the overall look and general impression of a product or service. It can encompass features such as: size shape colour or colour combinations texture graphics sounds, scents, and flavours motion and moving images particular business techniques the look and feel of a...
Practice Note This Practice Note offers a concise overview of the equity and incentive compensation schemes and agreements that US startups routinely use to recruit and retain essential personnel. Although it focuses on US companies, many of the matters highlighted are equally pertinent to a non- US company in the early phases of development. To effectively advise US startups, and the investors who frequently fund them, it is crucial to understand startup equity and incentive pay structures, and the reasons they may differ from those found in more established businesses. The discussion below broadly surveys remuneration practices among investor-backed, Kickstarter-funded, and bootstrapped startup ventures, where founders aim to scale the company swiftly (and enhance its value) with a view to an exit or liquidity event via an initial public offering ( IPO) or a sale. This environment is...
What is social inflation? Social inflation is a phrase often cited in recent insurance debates, yet it lacks a precise definition. In broad terms, it describes claim costs for defendants or insurers rising faster than general economic inflation. More specifically, it captures the uplift in settlement amounts and jury awards, together with a widening of defendants’ and insurers’ liability exposure, driven by influences beyond the courtroom... Shifts in attitude as the public becomes more alert to social and financial inequalities; Changing views on who ought to shoulder risk and the scope of the duty of care owed to the public; An assertive, organised national plaintiffs’ bar that exchanges knowledge and methods to shape public opinion and potential jurors’ world view, including the use of reptile tactics at trial; Extensive use of social media and technology, such as...
Organisations routinely use equity awards and cash bonuses to motivate key personnel. The opening section of this Practice Note examines principal issues for awards designed to persuade a crucial hire to take up a role with the employer (i.e., a sign-on bonus or sign-on equity awards). The following section considers short- and long-term cash incentives aimed at encouraging executives to stay and/or concentrate on defined performance targets. This Practice Note is organised into the following parts: Sign-on bonuses and sign-on equity awards Short-term cash incentives Long-term cash incentives For guidance on equity incentives that help retain key employees, refer to Practice Notes: Understanding types and taxation of US equity compensation, Designing a US public company equity compensation plan, and Drafting a US private company equity compensation plan. Sign-on bonuses and sign-on equity awards Sign-on bonuses Sign-on bonuses most often arise where an employee would lose equity, deferred...
The Practice Note is organised into these sections: Fundamentals of ESPPs ESPP qualification requirements Optional ESPP terms and design considerations Tax treatment of ESPP awards ESPPs and corporate transactions ESPPs and securities laws Fundamentals of ESPPs An employee stock purchase plan ( ESPP) that satisfies section 423 of the US Internal Revenue Code ( IRC) enables a sponsoring corporation to give employees of the company and participating corporations rights to buy its stock (or stock of a related parent or a related subsidiary) at a price below FMV. These rights are sometimes called stock options or purchase rights, and the framework setting out the terms on which such rights are granted is often described as an offering. In this Practice Note, these tax-qualified employee stock purchase plans are referred to simply as ESPPs; however, not all employee stock...
What does this Practice Note cover? This Practice Note examines transactions that rely on Regulation S under the Securities Act of 1933, as amended (15 USC § 77a) (the Securities Act). Regulation S removes from the section 5 (15 USC § 77e) registration regime offers and sales of securities conducted outside the US. The note provides an outline of Regulation S, addressing the issuer and resale safe harbours, typical Regulation S deal structures, and practical guidance for lawyers working on . What is Regulation S? Under section 5 of the Securities Act, it is unlawful to use any means or instruments of interstate commerce to offer, sell, or deliver a security unless a registration statement for that security has been filed with, and declared effective by, the Securities and Exchange Commission ( SEC). As ‘interstate commerce’ in section 2(a)(7) of the Securities Act (15 USC §...
The key United States ( US) regulators and regulations that govern structured products and securitisations issued outside the US are summarised below. Regulatory bodies Securities and Exchange Commission ( SEC) The SEC, a federal agency, is responsible for the principal US securities laws: the Securities Exchange Act of 1934, the Securities Act of 1933, the Trust Indenture Act of 1939, the Investment Companies Act of 1940, the Investment Advisers Act of 1940 and the Sarbanes- Oxley Act of 2002. Established by the 1934 Act after the 1929 Wall Street crash, it regulates securities markets and stock exchanges, can bring civil actions for breaches of its rules, and may pursue criminal prosecutions alongside law enforcement agencies. Commodity Futures Trading Commission ( CFTC) The CFTC, an independent federal agency, regulates futures and option markets. Its role is to protect market users and the public from fraud,...
Designing equity compensation plans for public companies This Practice Note examines how publicly held companies structure equity compensation plans. Such businesses commonly issue equity awards to senior leaders and other key staff (and, in many cases, even to relatively junior employees) to align their interests with shareholders. Equity compensation covers non-cash remuneration for employees and other service providers, including non-executive directors and contractors. This Practice Note outlines the principal legal and practical considerations associated with these arrangements. Equity awards help reduce cash expenditure, which is particularly appealing for start-ups with limited funds seeking to attract top talent, and they also encourage recipients to engage in the company’s growth. For equity incentive plans relating to privately held companies, see Practice Note: Drafting a US private company equity compensation plan. Types of equity compensation Share options Restricted shares Restricted share units Employee share...
US privately held businesses frequently motivate senior leaders and other pivotal staff with equity awards, aligning their aims with the company’s owners. While these equity arrangements often mirror public company programmes (see Practice Note: Designing a US public company equity compensation plan), important distinctions arise from the shares’ lack of liquidity. Notably, there is now a route for some award holders to postpone income tax for up to five years under US section 83(i) of the Internal Revenue Code ( IRC), introduced by the 2017 tax reforms (section 83(i))... This Practice Note is organised as follows: Legal issues Plan drafting Section 83(i) eligible plans US tax issues Beyond the IRC and the s 409A considerations outlined later, two key US tax topics often relevant to equity awards in private companies are tax‑favoured incentive stock options ( ISOs) and the new section 83(i)...
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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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