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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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Introduction This playbook sets out guidance for negotiating alterations clauses in leases of parts within larger buildings — for example office blocks or shopping centres (and comparable retail settings) — with the aim of securing tenant‑friendly outcomes. It presents preferred wording, alternative fallbacks, and drafting commentary designed to benefit the incoming tenant. It is intended for use by lawyers advising prospective tenants and by in‑house counsel, who should tailor the document to address the client’s specific circumstances and fully safeguard the client’s position. The stated risk profile may shift according to the particular client. Within this guide you will find recommended provisions, fallback formulations, and practical pointers that lean towards the tenant’s interests. It does not cover drafting where the tenant has a significant negotiating upper hand (for instance, an anchor tenant situation). This playbook forms part of a wider suite offering...
This brief overview explains the process for registering a new foreign company with a UK establishment, in line with the Companies Act 2006 ( CA 2006) and the Overseas Companies Regulations 2009 ( OC Regs). For a fuller review of the matters and procedures typically involved in the registration, operation and closure of an overseas company with a UK presence, see Practice Notes: Overseas companies with an establishment in the UK, Overseas companies in the UK—ongoing operation and Overseas companies in the UK—winding up, liquidation, insolvency and closure. The framework for registering an overseas company trading in the UK is separate and distinct from the registration of overseas entities with an interest in UK property, which commenced in August 2022. For further information on the register of overseas entities that own UK property, see Practice Note: Register of overseas entities that hold UK...
This Practice Note outlines examples of employment discrimination judgments based on the protected characteristic of philosophical belief, centring on gender-critical and/or gender identity beliefs. The decisions are arranged in approximate chronological order. For additional detail on the protected characteristic of religious or philosophical belief, see Practice Note: Religion or belief. Forstater v CGD Europe In Forstater, the claimant, a researcher and writer, engaged with the respondents through consultancy agreements. She posted tweets about proposed reforms to the Gender Recognition Act 2004 ( GRA 2004) that would allow individuals to self-identify their gender. Some members of staff at the respondents raised objections, describing the tweets as transphobic. When her consultancy engagements were not extended, Ms Forstater maintained that this was due to the gender-critical views she had expressed. She brought employment tribunal claims alleging direct discrimination on the basis of a...
Employment This playbook sets out guidance for preparing and negotiating an executive service agreement for a director or senior hire. It presents a preferred stance and an alternative fall-back for the clauses most often debated, but it will not necessarily capture every point that might surface in a specific negotiation. The template is suitable for lawyers acting for the employer and for in-house counsel. Users should adapt it to reflect the client’s circumstances and to safeguard the client’s position. The risk level indicated may differ according to the client. For templates, see: Precedent: Executive service agreement; Precedent: Executive service agreement (short form); Precedent: Executive service agreement ( Scotland); Executive service agreement (short form, Scotland). See also Settlement (employment)—overview and: Precedents: Letter—advice to employer client regarding draft executive service agreement; and Letter—advice to employee client regarding executive service...
This Horizon scanner reviews current and upcoming developments relevant to Dispute Resolution ( DR) lawyers as at 16 September 2025. It reflects changes since the 12 February 2025 edition of the Horizon scanner: Dispute Resolution— Horizon scanner— February 2025 [ Archived]. Hot topic— CPR and PD updates A further set of CPR rules and Practice Direction ( PD) revisions takes effect on 12 September 2025 and 1 October 2025. September CPR changes Revisions to CPR 82 refine the closed material procedure. The amendments widen permissions on who a special advocate may contact, and bring in ‘draft closed summary’ and ‘draft closed defence’ documents for application hearings. For more on closed material procedure, see Practice Note: Closed Material Procedure. October PD and CPR changes The principal update ends the Electronic Working Pilot Scheme under CPR PD 51O, replacing it with a permanent PD— CPR PD 5C. For guidance on the...
Corporate intangible assets regime — general rule Under Part 8 of the Corporation Tax Act 2009, a company’s profits and losses on intangible fixed assets are taken into account for corporation tax as credits and debits in accordance with the accounting treatment of those assets. In essence, GAAP-compliant accounts form the foundation for determining the taxable and relievable amounts connected to a company’s IFAs. This is often summarised as ‘tax follows the accounts’. There are, however, several exceptions where the corporate intangible assets rules require a departure from the accounting outcome, with IFA credits and debits calculated on a different footing. For broader guidance on the taxation of IFAs, see Practice Note: How intangible fixed assets are taxed—basic principles. Relevant assets One instance where the legislation moves away from relying on the company’s accounts concerns ‘relevant assets’. A relevant asset is: goodwill in a business or part of a...
This Practice Note is a ‘how to’ guide on drafting and negotiating a good faith obligation in a commercial business-to-business ( B2B) agreement which signposts relevant content. It points to related materials on potentially relevant topics, such as the meaning of good faith, initial considerations, express and implied good faith duties, agreements to negotiate, remedies, companion clauses to evaluate and hands-on practical drafting tips. Distinct from the position in some legal systems, English law does not recognise a general obligation of good faith for commercial dealings. The parties can, however, expressly stipulate in their contract that one or both of them must act in good faith in carrying out a specified task. Such a commitment can be framed as a mutual covenant or imposed on a single party only. In the absence of an express good faith term, a party may contend that a duty of good...
Introduction From 6 April 2027, the draft Finance Bill 2025–26 will overhaul how pension assets are taxed on death. Unspent pension pots and discretionary lump‑sum death payments will count within the deceased’s estate for inheritance tax ( IHT). Gifts to a spouse, civil partner or a charity stay exempt; however, passing funds to other recipients (for example, children) could face a 40% charge. Where death occurs after age 75, beneficiaries’ withdrawals can also incur income tax, potentially producing a combined tax hit of as much as 67%. Key Changes unused pension pots and discretionary death benefits will fall within the scope of IHT personal representatives must handle valuation and reporting of these liabilities......
Who is intended as a new trustee? Anyone with legal capacity to own and administer property may serve as a trustee (see Practice Note: Trustees—appointment of trustees), and a corporate body can likewise perform this function where permitted (see Practice Note: Trust corporations for law firms). A proposed trustee should fully grasp their duties and obligations, which can be considerable, and prospective candidates should recognise these demands. Consider whether a trust instrument exists and, if so, what authority it grants for appointing fresh trustees. The settlor may keep the power to appoint during life, with that power moving to the trustees on death, or the settlor may nominate another holder to exercise that power. Trust deeds commonly confer on the current trustees the authority to appoint additional or replacement trustees under the deed itself. If no express power applies—or in parallel with it—ask whether a...
This Practice Note offers a practical ‘how to’ overview of making a freedom of information ( FOI) request, with primary attention on applications under the Freedom of Information Act 2000 ( FIA 2000). Both FIA 2000 and the Environmental Information Regulations 2004 ( EIR 2004), SI 2004/3391, grant a right to access recorded information held by public authorities. The emphasis here is on FIA 2000. For more on EIR 2004, see: Environmental information—overview. This note does not address the grounds for refusing an FOI request or for withholding material. For those topics, see Practice Notes: Absolute exemptions to a freedom of information request and Qualified exemptions to a freedom of information request. Key legislation and guidance This guide should be read alongside the following legislation, code of practice, and Information Commissioner’s Office ( ICO) materials: FIA 2000 Cabinet Office— Freedom of...
This ‘ How to’ guide explains how to run a disciplinary or misconduct investigation in Ireland. When a suspected misconduct matter emerges at work, the initial step is to examine the issue, establish the facts, and decide on an appropriate employer response. Doing so enables the employer to act fairly and reduce the likelihood of unfair dismissal claims. The purpose of a disciplinary investigation A disciplinary investigation seeks to clarify the facts and context surrounding an allegation of misconduct against an employee. It serves two main aims: to collect, in a fair and impartial way, all evidence and records relevant to the allegation to advise whether the issue should proceed to disciplinary action under the employer’s formal disciplinary procedure Legal considerations and implications Those advising in this field may find it useful to consult: Article 40 of the Constitution of Ireland Section 14 of the...
This month marks the formal start of the transition to a new merger regime in Australia, the Egyptian Competition Authority ( ECA) issuing an FAQs guide clarifying various matters, amendments (including merger control changes) to Mexico’s Federal Economic Competition Law taking effect, and Paraguay’s yearly update of merger control thresholds. Australia—transitional period for new merger regime begins; government confirms notification thresholds and notification fees From 1 July 2025, Australia’s new merger control framework took effect. It is presently available on a voluntary basis, and will be compulsory from 1 January 2026 for any share or asset acquisitions that meet the monetary thresholds. On 30 June 2025, the government settled a notification instrument setting out key aspects of the regime (including the notification thresholds, targeted notification requirements, forms and fees). Notification thresholds The final instrument leaves unchanged the turnover thresholds for mandatory notification, as previously proposed in the...
CASE HUB See more, timeline, commentary and connected cases. Case facts European Commission merger inquiry under Article 14(1) EUMR into inaccurate or misleading information supplied by KKR during the Commission’s 2024 review of KKR’s acquisition of Net Co. Latest developments On 24 July 2025, the Commission opened its investigation. Parties KKR & Co. Inc ( KKR): Headquartered in the US, KKR is a global investment firm providing alternative asset management alongside capital markets and insurance services. Net Co: Based in Italy, Net Co is a newly established company that comprises Fiber Cop—presently jointly controlled by KKR and TIM—as well as TIM’s primary and backbone fixed-line network......
A party may apply to the court for a Norwich Pharmacal Order ( NPO), a judicial direction obliging a third party to disclose documents or information. The label originates from Norwich Pharmacal Co v Customs and Excise Commissioners. An NPO is usually granted where a legal wrong has been committed (or is reasonably suspected) and a third party, drawn into the wrongdoing (even innocently), is able to supply information or documentation necessary to identify or pursue the wrongdoer. Applications for an NPO are brought under CPR 31.18 and, although CPR 46.1 (pre-commencement disclosure and orders for disclosure against a person who is not a party) does not directly apply to these applications, the courts have drawn comparisons between the two regimes. For further information on NPOs in general, together with making an application for an NPO, see Practice Notes: Norwich Pharmacal orders ( NPOs) and...
CASE HUB ARCHIVED — this archived case hub sets out the position as at the decision date of 13 February 2026; it is no longer maintained. See further, timeline. Case facts Outline European Commission merger review of Universal Music Group N. V.’s proposed takeover of Downtown Music Holdings LLC ( M.11956). The deal entails horizontal overlaps regarding the wholesale market for recorded music distribution and the supply of artist and label services within the EEA. Latest developments On 13 February 2026, the Commission approved the merger subject to commitments. It determined there would be no significant impediment to effective competition in recorded music, artist and label services ( A& L), or music publishing. Nonetheless, it raised a wholesale distribution concern linked to Universal Music Group’s potential access to competitively sensitive data processed by Curve (covering rival artists), enabling insights into competitors’ performance by region and...
Search and seizure—the law The Financial Conduct Authority ( FCA) and the Prudential Regulation Authority ( PRA) (together, the Regulators) possess powers to enter premises and carry out searches and seizures under a warrant. The chief power, and the focus of this Practice Note, arises under section 176 of the Financial Services and Markets Act 2000 ( FSMA 2000). A range of the Regulators’ other key powers—exercisable both with and without a warrant—are outlined below under Other powers of search and seizure. This Practice Note: sets out the Regulators’ powers of entry, search and seizure examines the duties on firms and individuals to co‑operate with the Regulators offers practical guidance on preparing for a dawn raid details how firms and individuals should respond when a warrant is executed Power to apply for warrant Under FSMA 2000, s 176, the Regulators may apply to a...
Financial Conduct Authority interviews The Financial Conduct Authority ( FCA) may hold interviews either on a voluntary basis or under compulsion, and it alone decides which route to take. As a matter of routine, set out in the FCA Handbook’s Enforcement Guide ( ENFG), the regulator invokes statutory powers to require questions to be answered in interview, promoting fairness, openness and efficiency. That framework is adopted for reasons of fairness, transparency and efficiency. Where the FCA suspects regulatory and/or criminal misconduct, it need not immediately determine whether any later proceedings will be criminal or regulatory. The FCA retains discretion to deploy whatever powers it considers suitable to carry out its statutory function of investigating the alleged misconduct. If there is a prospect of criminal prosecution, or in market abuse enquiries, the FCA may question suspects under caution. Ordinarily, an interviewee is...
ARCHIVED This Practice Note is archived and no longer maintained. It brings together closed legislative proposals, published judgments and completed consultations from 2023–24, which are no longer listed in the current Trade marks tracker— EU as they are not from the present year. To monitor ongoing legislative proposals, relevant judgments, consultations, guidance and reports on EU trade marks, see Practice Note: Trade marks tracker— EU. For archived material before 2023, see Practice Note: Trade marks tracker 2017–2022 [ Archived]. Legislation, consultations, guidance and reports For current legislation, consultations, guidance and reports, see: Trade marks tracker— EU— Legislation, consultations, guidance and reports. For archived developments before 2023, see Practice Note: Trade marks tracker 2017–2022 [ Archived]. What's happening? When? Find out more Commission Implementing Regulation ( EU) 2024/2399 of 12 September 2024 amending Commission Implementing Regulation ( EU) 1352/2013 establishing the forms provided for in Regulation ( EU)...
This Resource Note brings together commentary, analysis and tools to aid interpretation of, and deliver practical guidance on applying, UKLR 5 of the UK Listing Rules, which prescribes the requirements for admitting equity shares to listing in the equity shares (commercial companies) category (also referred to as the commercial companies category). Materials addressed in this Resource Note include, where relevant: the Financial Conduct Authority ( FCA) Handbook FCA guidance in its Knowledge Base— Procedural notes and Technical notes (which constitute formal guidance and are binding on the FCA) FCA consultation papers ( CP), discussion papers ( DP), policy statements ( PS) and feedback statements ( FS) 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 provision ...
Scope of this Practice Note This Practice Note outlines how UCITS obtain authorisation in Ireland. It addresses what UCITS are and their permitted legal forms, the supervisory framework, the functions of UCITS Man Cos, Depositaries and additional service providers, passporting entitlements, and the Central Bank of Ireland ( CBI)’s approval process. It is intended as an essential reference for organisations aiming to navigate Ireland’s UCITS regulatory environment. For further details on UCITS funds, see Practice Note: Ireland— Authorisation of a UCITS Management Company in Ireland. These topics collectively frame the route to UCITS authorisation in Ireland for applicants. What is a UCITS? UCITS stands for Undertaking for Collective Investment in Transferable Securities. A UCITS is an investment fund that aggregates capital from numerous investors to invest in transferable securities and other liquid asset classes. Put simply, a UCITS is an authorised, open-ended,...
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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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