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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 highlights key authorities and related material concerning section 365 of the Insolvency Act 1986 ( IA 1986). That provision permits search and seizure in respect of property within a bankrupt’s estate, and any books, papers or records about the estate or the bankrupt’s affairs that are required to be delivered up to the office-holder. The cases are grouped by topic and cover: the bankrupt’s duties content of the application full and frank disclosure test to be applied the order safeguards the warrant For further reading on this subject, see the following Practice Notes: Basic principles-the delivery-up of information and property to the insolvency office-holder Seizure of a bankrupt’s property under section 365 of the Insolvency Act 1986 The bankrupt’s duties Names of parties: Re Djurberg (a bankrupt); Hyde v Djurberg [2022] EWHC 1534 ( Ch),...
This tracker monitors key legislative and regulatory attention to developments in corporate reporting and audit on climate change and environmental sustainability in England and Wales... To follow EU developments in this field, see: EU environment tracker 2025—sustainability and ESG and EU ESG and sustainability—key developments tracker... Practice Notes CSR, ESG and human rights reporting and initiatives TCFD recommendations and other ESG reporting frameworks, standards and benchmarks [ Archived] Investor group guidance on environmental, social and governance ( ESG) issues The strategic report The directors' report Voluntary environmental, social and corporate governance ( ESG) reporting 2026 30 January 2026 — FCA — Consultation Paper CP26/5: Aligning listed issuers’ sustainability disclosures with international standards The FCA is consulting on aligning listed issuers’ sustainability disclosures with international standards. Building on the government’s draft UK SRS, CP26/5 invites views on replacing the current Task Force on...
This Practice Note summarises the principal proposals to overhaul the UK listing regime set out in Lord Hill’s report of 3 March 2021, and outlines how the government and the FCA are progressing those proposals. For more on changes to the listing and prospectus framework, see Practice Notes: Reform of the UK listing regime—fundamentals UK prospectus regime reform The public offers and admissions to trading regime ( POATRs)—fundamentals UK Secondary Capital Raising Review UK listing and prospectus regime reform—progress tracker —call for evidence On 19 November 2020, ahead of the end of the Brexit implementation period, HM Treasury opened a review of the UK listing regime to be led by Lord Hill, a former EU financial services commissioner. The process began with a Call for Evidence inviting market participants’ views on five core topics: free float...
This Resource Note summarises the principal provisions of Chapter 4 of the Disclosure Guidance and Transparency Rules ( DTR 4), which addresses the periodic financial reporting duties for an issuer whose transferable securities are admitted to trading on a UK regulated market. It signposts pertinent commentary, analysis and materials to support the interpretation of, and deliver practical guidance on the application of, DTR 4. Materials considered in this Resource Note include, where applicable: the Financial Conduct Authority ( FCA) Handbook FCA guidance in its Knowledge Base— Procedural notes and Technical notes (which amount to formal guidance and are binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA's newsletter List!, where still relevant to the interpretation or application of a...
Issued in May 2015, this guidance was created by The Chartered Governance Institute (formerly ICSA: The Governance Institute) ( CGI) to...
This Practice Note examines proposals to enhance the secondary capital raising process for already publicly traded companies, as set out in Mark Austin’s, published in July 2022, and considers how those proposals have since been taken forward. Background Lord Hill’s UK Listing Review, issued in March 2021, set out a series of recommendations to strengthen the UK’s appeal as an IPO venue and to optimise capital-raising processes for companies on UK markets. Among these was a recommendation to explore how to make further capital raising by listed companies more efficient. This was launched in October 2021, when HM Treasury appointed Mark Austin to lead an independent review of the UK’s secondary capital raising processes. Mark Austin chairs the Financial Conduct Authority’s ( FCA) Listing Authority Advisory Panel. As outlined in the government’s Terms of Reference, the review’s objective was to make...
This Resource Note summarises the key elements of Rules 2, 3, 4, 5 and 6 of the AIM Rules for Companies ( AIM Rules), which govern the process for seeking admission to trading on AIM. These provisions address pre-admission announcements, the admission document, circumstances allowing omissions from admission documents, and the mechanics of admission to AIM. The Note also flags essential materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to provide practical assistance on interpreting and applying Rules 2 to 6 of the AIM Rules... the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the periodic publication from the AIM Regulation team AIM Notices, issued periodically and containing information on AIM regulatory and administrative matters Lexis+® UK and...
This Resource Note summarises the key provisions of Rules 7, 8 and 9 of the AIM Rules for Companies ( AIM Rules), which set special requirements for certain AIM applicants. The provisions address lock-ins for new businesses, investing companies and other conditions. It highlights relevant materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to provide practical guidance on interpreting and applying Rules 7 to 9 of the AIM Rules. Materials referenced in this Resource Note include: the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the periodic publication from the AIM Regulation team AIM Notices, issued periodically, containing information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library resources Setting the scene Rulebook: AIM Rules for Companies and AIM Note for...
This Resource Note This Resource Note summarises the key provisions of Rules 10 and 11 of the AIM Rules for Companies ( AIM Rules), which concern the principles governing an AIM company’s disclosure of information and the release of price-sensitive information. It signposts pertinent materials, commentary and guidance from the London Stock Exchange ( LSE), together with Lexis+® UK analysis and resources, to deliver practical support on interpreting and applying Rules 10 and 11 of the AIM Rules. Topics included in this Resource Note comprise: the AIM Rules the AIM Rules for Nominated Advisers ( Nomad Rules) Inside AIM, the regular publication issued by the AIM Regulation team AIM Notices, published from time to time, containing information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library resources ......
This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Every adviser appointed to carry out due diligence ought to flag principal findings as they emerge, particularly any significant risks or concerns, and then prepare a due diligence report to highlight material issues arising from their review work and analysis. The advisers’ engagement letters must clearly define the agreed timetable, format and scope of the due diligence report. Draft or interim reports can be produced and shared at intervals during the process, enabling material issues to be promptly addressed as they arise. Frequently, by the point the final report goes to the private equity investor, they will be aware of all material matters that could affect the transaction in question. The aim of a legal due diligence report is to: provide the investor with adequate information about the target and to...
Tracker overview This Disclosure Guidance and Transparency Rules ( DTR) tracker offers a synopsis of recent and proposed amendments to the provisions in the Disclosure Guidance and Transparency Rules Sourcebook, alongside connected legislative and regulatory developments, guidance and updates. It also includes links to consultation papers, policy statements, practical guidance and notices issued by the Financial Conduct Authority ( FCA) (and previously by the Financial Services Authority ( FSA)). Within this tracker, PRM denotes the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook, NSM denotes the National Storage Mechanism, and PIP denotes Primary Information Provider. Developments in 2026 27/03/2026 — FCA: Prospectus Rules ( Miscellaneous Amendments) Instrument 2026 ( FCA 2026/9); Handbook Notice 139, March 2026; Quarterly Consultation CP25/35 No 50, December 2025. Following Quarterly Consultation CP25/35, this instrument ( FCA 2026/9) introduced minor amendments to DTR 8 Annex 2R to create a new NSM...
This Resource Note summarises the key provisions in Chapter 5 of the Disclosure Guidance and Transparency Rules ( DTR 5). It addresses the reporting duties of holders and issuers of interests in voting rights in an issuer whose shares are admitted to trading on a regulated or prescribed market in the United Kingdom. It signposts relevant commentary, analysis and resources to aid interpretation and provide practical guidance on applying DTR 5. Setting the scene Where relevant, the materials referenced include: the Financial Conduct Authority ( FCA) Handbook FCA Guidance in the FCA Knowledge Base— Procedural notes and Technical notes (which constitute formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to interpreting or applying a...
This Practice Note examines the regulatory obligations that arise for a company admitted to the equity shares (commercial companies) category (also known as the commercial companies category) when it undertakes a transaction that amounts to a related party transaction under Chapter 8 of the UK Listing Rules, UKLR 8. In this Practice Note, a reference to a listed company means, for the purposes discussed here, a company listed in the commercial companies category. Provisions in the Companies Act 2006 ( CA 2006), the Disclosure Guidance and Transparency Rules ( DTR) and the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) may likewise be relevant and should be considered as appropriate where a listed company enters into a related party transaction. Notably, CA 2006 imposes controls on UK companies generally, including the rules on substantial property transactions between a company and a...
This Practice Note explores aspects of, and specifically, the government’s work on developing the UK Sustainability Reporting Standards. The UK government has pledged to establish a UK Sustainability Disclosure Requirements ( SDR) regime that consolidates new and existing sustainability reporting obligations for businesses, the financial sector and investment products. Its objective is a single, integrated framework of sustainability‑related disclosure requirements and metrics, so investors receive clear, comparable information to support their decision‑making. A key element of the UK SDR regime is the introduction of UK Sustainability Reporting Standards—reporting standards for use by certain UK companies and businesses to disclose sustainability‑related information. These standards emphasise sustainability‑related risks and opportunities. This Practice Note concentrates on the creation of the UK Sustainability Reporting Standards ( UK SRS) and proposals for transition plan disclosures. Within Greening Finance: A Roadmap to Sustainable Investing ( October 2021) ( Roadmap), the...
Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules ( DTR 2). Where relevant, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base— Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the...
This Resource Note signposts pertinent commentary, analysis and materials to help with interpreting, and to give practical direction on applying, Chapter 3 of the Disclosure Guidance and Transparency Rules ( DTR 3). Where appropriate, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural and Technical Notes (which are formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes, and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 3 provides guidance on certain notification duties of issuers, persons...
What is a rescue buyout? A company or business in a rescue scenario is typically facing potential financial strain, for example when it: has a short-term inability to meet its debts, or lacks capital or alternative finance to support medium to long-term development In private equity terms, following the 2007–2008 credit crunch, many funds actively sought to acquire troubled companies, with the intention of engineering turnarounds and folding them into their portfolios. This sort of distressed investment is counter-cyclical and can be a practical way to spread risk and balance exposure within a portfolio. By contrast, incumbent private equity investors backing distressed businesses could themselves become targets if a portfolio company moved into the ‘zone of insolvency’. The following types of company are commonly viewed as suitable for turnaround by private equity firms, in particular those that: need operational and financial...
This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and...
An acquisition of a company or of business and assets in a private equity buyout, although comparable to a standard acquisition, carries several notable differences. These arise chiefly from the roles and status of the parties involved—the private equity investor, the management team, the buyer (or newco) and the seller. For further guidance on structuring a private equity investment, see Practice Note: Buyouts. This Practice Note examines the key elements of due diligence and the acquisition documentation. Due diligence As with any share or business and asset purchase, both management and the private equity investors must carry out their own due diligence investigations into the target business. Purpose From the buyer’s standpoint, due diligence aims to highlight potential deal breakers at an early stage, to identify risk areas and evaluate how the target manages those risks, and to agree where ultimate...
This Practice Note explains the routes by which a Scottish agricultural tenancy may move from one holder to another, whether through lifetime assignation, or by testate or intestate succession. The steps required depend on the tenancy type—either a 1991 Act Tenancy under the Agricultural Holdings ( Scotland) Act 1991 ( AH( S) A 1991) or a 2003 Act Tenancy under the Agricultural Holdings ( Scotland) Act 2003 ( AH( S) A 2003)—whether assignation or succession is permitted, and, for succession, whether the tenant leaves a bequest in a will or dies intestate. A key rule is that, unless the landlord consents, a tenant cannot transfer an agricultural tenancy to anyone (for example, a company, society, club or firm) other than a single natural person. The Scottish Land Commission provides a helpful guide: Scottish Land Commission— A guide to– Transfer of tenancies by...
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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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