Featured documents
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
Most recent Practice notes
Unilateral option clauses defined Unilateral option clauses are dispute resolution provisions in contracts that confer on a single party, or a subset of parties (but not everyone), the ability to choose between arbitration or court proceedings to settle a dispute. They are also known as one-sided, non‑mutual, asymmetrical or sole option clauses. Such a clause affords the freedom to pick the dispute resolution mechanism best suited to the circumstances of the matter. They appear frequently in finance agreements, where a lender aims to preserve flexibility to recover sums due and otherwise uphold its rights against a buyer who has failed to meet its obligations. Unilateral option clauses sit within the family of hybrid dispute resolution clauses—see Practice Note: Types of dispute resolution clauses—litigation, mediation, multi‑tier, hybrid and carve‑out clauses for further detail. Note: judgments from non‑ UK jurisdictions mentioned in this Practice Note are not...
This Practice Note sets out an overview of the URS, a rights protection mechanism closely modelled on, yet distinct from, the Uniform Domain Name Dispute Resolution Policy ( UDRP) and elements of the .uk Nominet Dispute Resolution Service ( DRS). The URS provides a fast‑track, lower‑cost route for the most clear‑cut instances of cybersquatting. This Practice Note does not cover the UDRP or the DRS. For more on those, see the following Practice Notes: Uniform Domain Name Dispute Resolution Policy ( UDRP) process Preparing a UDRP complaint—before you start Nominet dispute resolution service ( DRS) Application and purpose of the URS The URS applies to: all new generic Top Level Domain Names (new g TLDs) some of the so‑called legacy g TLDs (namely .asia, .biz, .cat, .info, .jobs, .mobi, .museum, .org, .pro, .tel, .travel, .xxx) some country code top level...
The UN Guiding Principles on business and human rights ( UNGPs) oblige companies to uphold ‘internationally recognised human rights’. This Practice Note outlines a non-exhaustive catalogue of rights understood to sit within that concept... The responsibility to respect human rights Under Principle 12 of the UNGPs, the corporate duty to respect human rights is anchored in internationally recognised standards—at minimum, those contained in the International Bill of Human Rights and the principles on fundamental rights reflected in the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. For any programme aiming to comply with the UNGPs, it is essential to identify the rights articulated in these instruments. They can be grouped into three principal categories: the International Bill of Human Rights the International Labour Organization's Declaration on Fundamental Principles and Rights at Work other applicable human...
Section 6 of the Company Directors Disqualification Act 1986 Section 6 of the Company Directors Disqualification Act 1986 ( CDDA 1986) sets out that the court must make a disqualification order against a person where, on an application under that section, it is satisfied that: they are, or have been, a director of a company that has at any time become insolvent, or has at any time been dissolved without becoming insolvent (whether while they were a director or afterwards); and their conduct as a director of that company (assessed on its own or alongside conduct in one or more other companies or overseas companies) makes them unfit to be concerned in the management of a company. For these purposes, a company is treated as insolvent if: it goes into liquidation when its assets are insufficient to pay its debts and other...
This Practice Note reviews the principal procedural features of pursuing a section 994 unfair prejudice claim (formerly a section 459 petition), including funding, limitation, a sketch of the process and costs considerations, as well as some general practical points. For an introduction to unfair prejudice petitions and examples of the varied factual situations and legal questions that can arise, see the following Practice Notes: Unfair prejudice claim—what is it and when to use it Unfair prejudice claims—illustrative decisions Unfair prejudice claims—key and illustrative decisions [ Archived] Depending on the court in which your case is brought, you may also need to account for additional provisions—see below. Funding the litigation The company’s funds should not be deployed to bankroll litigation under section 994 of the Companies Act 2006 ( CA 2006) without the unanimous consent of shareholders ( Koza Ltd v Koza Altin...
This Practice Note highlights principal authorities and related materials on contesting an administrator’s management of a company under paragraph 74 of Schedule B1 to the Insolvency Act 1986 ( IA 1986), where it is said the administrator is acting, has acted, or proposes to act in a manner that unfairly prejudices the interests of a member or creditor. The cases are arranged by topic and cover: the applicants management of administration unfair harm relief For further reading on this subject, see Practice Note: Challenges to administrators—action for unfair harm. The applicants Names of parties: Loveridge v Povey; Loveridge v Loveridge [2024] EWHC 329 ( Ch), [2024] All ER ( D) 110 ( Feb) Judgment date: 16 February 2024 Case summary: A company member will lack standing to bring the application where, in view of a debarring order made in...
This Practice Note looks at circumstances in which the conduct of a trial can render it unfair at common law, concentrating on judicial behaviour and procedural irregularity in particular. Claims that a trial was unfair are commonly pursued on appeal on the footing that the outcome is unjust due to a serious procedural or other irregularity in the lower court proceedings under CPR 52.21(3)(b). For further material on appeals, see: Civil appeals: general and preliminary considerations—overview and Practice Note: Grounds for appealing and preliminary considerations. This Practice Note does not address the notion of a fair hearing under Article 6 of the European Convention on Human Rights (the ‘ ECHR’). The common law rules sit alongside, yet continue to operate independently of, Article 6 of the ECHR. For guidance on that topic, see Practice Note: Article 6— Right to a fair...
The unexplained wealth order ( UWO) Unexplained wealth orders ( UWOs) are an investigative tool available to enforcement bodies in High Court civil recovery proceedings brought under Part 5 of the Proceeds of Crime Act 2002 ( POCA 2002). Introduced on 31 January 2018 with retrospective effect, they apply irrespective of whether the respondent obtained the property before that date. For a detailed discussion of UWOs and the reasons behind their introduction, see News Analysis: Criminal Finances Act 2017—unexplained wealth orders. A UWO requires a person suspected of involvement in, or association with, serious criminality to justify the source of assets that seem disproportionate to their known income. In short, the order compels the respondent to provide a ‘statement’ outlining the nature and extent of their interest in the property identified in the order, together with an explanation of how it was acquired. Failure to give a...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The rules now governing public offers of securities and admissions to trading in the UK are set out chiefly in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. These reforms aim to streamline capital raising and materially cut the instances when a company must publish an FCA approved prospectus for a further issue of shares. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the prospectus regime in force before 19 January 2026. This Practice Note considers the underwriting of an offer of shares by a...
What is an underwater share option? An ‘underwater option’ refers to a share option (issued under any share option scheme) where the exercise price per share exceeds the prevailing actual market value of the share. Consequently, if such an underwater option were exercised and the shares sold at once, the option holder would incur a loss. Unsurprisingly, holders are disinclined to exercise underwater options, so in many situations alternative approaches to reward and incentivise those holders must be considered. Note that underwater options outside exit or leaver circumstances (ie where they do not lapse on an imminent exit or the imminent cessation of the option holder’s employment) may still carry a degree of ‘hope value’, reflecting the prospect of an improvement in the company’s position and a rise in the share price, which could lift the market value of a share above the...
This Practice Note considers undertakings in the context of interim injunctions This Practice Note explores undertakings within the setting of interim injunctions. For guidance on undertakings given other than in that context, see: Undertakings—overview concerning solicitors’ undertakings Practice Note: Undertakings (covenants) for contractual undertakings in a banking context Practice Note: Enforcement of undertakings which concerns enforcement of undertakings in a family law context Bankruptcy restrictions orders and undertakings—overview for bankruptcy undertakings It addresses interpretation and practical use of the relevant provisions of the CPR. Depending on the court seised of your case, additional requirements may apply—see the court specific guidance below. For general material on interim injunctions, consult: Interim injunctions—the American Cyanamid guidelines Interim injunctions—on notice applications Interim injunctions—without notice applications Interim injunctions—drafting the order Unless otherwise indicated, the authorities and issues discussed chiefly concern...
This Practice Note explains how to interpret and make sense of a law firm’s financial accounts... Why are financial accounts important? Firms must monitor and assess their accounts to gauge performance and determine what actions are needed to improve results... What is available in a set of year-end accounts will depend upon the: legal structure or constitution of the firm rules that dictate the form and content of the accounts In addition to year-end accounts, you may choose to produce monthly or quarterly management accounts, which should be reviewed regularly. For further information on management accounts, see Practice Note: The importance of good management information... What financial statements make up a set of financial accounts? Every firm needs to prepare annual financial statements that together comprise the firm’s financial accounts. There are six statements potentially required: profit and loss account balance sheet cash flow...
The conventions/regulations The insolvency exception appears in a range of conventions/regulations, including: Lugano Convention — the convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, between the European Community and the Republic of Iceland, the Kingdom of Norway, the Swiss Confederation and the Kingdom of Denmark, signed on behalf of the European Community on 30 October 2007 (the Lugano Convention), which governs disputes involving Switzerland, Norway or Iceland. For further information on this convention, see Practice Notes: Tracker— Lugano Convention 2007 [ Archived] and Lugano Convention 2007—general provisions in relation to jurisdiction Hague Convention — the Hague Convention on Choice of Court Agreements (the Hague Convention) (in force from 1 October 2015 onwards) The insolvency exception In cross-border insolvencies, deciding which court has jurisdiction often depends on identifying the governing cross-border convention or regulation and whether the various...
Capturing a neat, universally agreed meaning of leadership is near impossible. We’ve all witnessed strong and weak leadership, yet when we try to nail what truly distinguishes an effective leader, we tend to produce a catalogue of behaviours rather than a tidy definition. In this Practice Note, we dig beneath the surface of leadership, examine how it contrasts with management, and highlight the core behaviours shown by outstanding leaders. The difference between management and leadership More effort has likely gone into drawing the line between a leader and a manager than almost any other management subject. Too often, such descriptions elevate the leader while diminishing the manager, which is unhelpful, as organisations need capable people in both disciplines to stay successful. A helpful analogy is this: the manager is at the wheel, aiming to travel from A to B; the leader sits beside them with the map,...
Company reports, institutional shareholder guidelines and HMRC guidance all cite the ‘face value’ and ‘fair value’ of share options. These expressions mean very different things, and grasping each is vital for consistently and properly comparing the scale or value of grants made and for carefully assessing the impact from a corporate accounting standpoint. This Practice Note provides a high level overview of the distinctions between the face and fair value of a share option and clearly explains how face and fair values are applied to compare alternative remuneration packages. Face value The face value of an option is the amount by which the value of the shares subject to the option on a specified date exceeds the total price payable for them......
This ‘how to’ guide on understanding the civil litigation risk of ESG (environmental, social, and governance) sets out and distils the following topics: what ESG encompasses? the meaning of ESG-related civil litigation risk? potential claimants in civil ESG actions? prospective defendants exposed to civil ESG claims? ESG and how solicitors are involved sources of further guidance and support You may find it helpful to read this alongside Practice Note: ESG for in-house lawyers—the basics. The Law Society has issued guidance, relevant to both in-house and private practice solicitors, to support advisers to companies on climate risk governance and greenwashing threats—see: LNB News 25/10/2023 51— Law Society publishes guide to climate risk governance and greenwashing risks and further below. It should be read in tandem with Practice Note: ESG for in-house lawyers—the basics, as referenced above too. For key News Analyses on...
What do we mean by culture? Many elements shape an organisation’s culture, and to look at them it is helpful to be clear about what ‘organisational culture’ means in practice. Culture sits at the core of businesses; it essentially defines what the organisation stands for. It is also a commonly shared understanding of the organisation. Put simply, it captures what the organisation is about. It shapes perceptions of a business and the way it operates and, as a result, can affect how we engage with the business and how we interact with colleagues, customers, suppliers and other stakeholders. There is seldom just one thing that creates it, and it is not set in stone. When we discuss culture, it is rarely a single factor and it is not usually fixed; it is something widely understood and shared, and is normally derived from a range of...
Introduction This playbook sets out guidance for negotiating the terms of an underletting clause for a lease of part of a larger building, such as an office block or a shopping centre (or a comparable retail setting), with the aim of making those terms more favourable for the tenant (‘tenant-friendly’ or ‘pro-tenant’). It features preferred provisions, fallback wording, and drafting notes that support the prospective tenant’s position. Lawyers acting for prospective tenants and in-house counsel can use this playbook and should tailor it to address client-specific matters to ensure the client’s interests are fully protected. The level of risk indicated may vary by client. Note that the playbook does not provide drafting for situations where the tenant has a substantial negotiating advantage (for example, where the tenant is an anchor tenant). This document forms part of a collection of pro-tenant playbooks. For a list of the...
When the market turns downwards, commercial occupiers with premises they no longer require can find it difficult to shed their obligations. In many cases, market rents will have slipped below the passing rent under the lease, which makes securing an assignee challenging. Leases in this position are often labelled over‑rented. The choices available to a tenant of an over‑rented property are few. Commonly, the most practical step is to grant an underlease. While this may not eliminate the tenant’s losses, it can help to offset expenditure, as some rent will be received and the undertenant will take on the usual costs of occupation (including business rates). That said, many commercial leases, particularly those drawn up in the 1980s and 1990s, imposed restrictions on: underletting at below the passing rent; or underletting at less than the passing rent or the market rent,...
This Practice Note offers an in-depth examination of underinsurance, its principal causes, the remedies available to insurers when policyholders underinsure, and recent case law concerning brokers’ duties. Introduction Underinsurance remains one of the most entrenched problems in UK property and business interruption ( BI) insurance. A majority of policyholders arrange cover for less than the full value of their assets and, as a result, risk significant shortfalls if they need to claim. Despite how common it is, reported decisions on underinsurance are scarce. Much of the applicable law stems from the Insurance Act 2015 ( IA 2015), the Consumer Insurance ( Disclosure and Representations) Act 2012 ( CI( DR) A 2012), and older authorities on materiality and disclosure. For more on IA 2015, see Practice Note: Insurance Act 2015 ( IA 2015)—essentials, and for CI( DR) A 2012, see Practice Note: A guide to the...
Popular documents
When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
Discover more from LexisNexis
