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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
Most recent Practice notes
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026. The updated provisions for public securities offers and UK admissions to trading are primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are now repealed. The package aims to streamline fundraising and materially curtail the circumstances in which an issuer must produce an FCA-approved prospectus for a further share issue. For comprehensive details see Practice Note: UK prospectus regime reform. This Practice Note summarises the regime that applied before 19 January 2026. What is an intention to float announcement? An intention to float announcement ( ITF) is typically the issuer’s first public statement about an...
FORTHCOMING CHANGES: At the 26 November 2025 Budget, the government set out minor corrective adjustments to the residence-based tax regime introduced by the Finance Act 2025. Key points include: new entrants eligible for the foreign income and gains ( FIG) regime must be at least 10 years old at the start of the tax year claims for relief under the FIG rules can be set only against the specific foreign income, foreign employment income, or foreign gains to which they relate alignment of the qualifying asset holding company ( QAHC) rules so that carried-interest-style returns linked to services for a QAHC qualify for FIG relief a correction to the capital gains tax ( CGT) residence test for personal representatives, ensuring they are not UK resident where the deceased was non- UK resident but treated as a long-term UK resident for inheritance tax purposes a requirement for an...
The route exists to enable people lawfully settled in the UK to sponsor their adult dependent relative(s) for long-term relocation to the UK so they can deliver essential care. A distinct Practice Note addresses the position for s of a Hong Kong British National ( Overseas) BN( O) visa; see Practice Note: Applying under the Hong Kong British National ( Overseas) route—s. This Practice Note examines the complex route in depth, covering who qualifies and the practical evidence required to satisfy the prohibitive dependency requirement. It also highlights key parts of Home Office policy and Article 8 ECHR case law, and explains the various durations and conditions of leave available under this route... Background and overview In real terms, this route is most frequently used by those already settled in the UK who wish to sponsor elderly parents or other adult dependent relatives who, owing to age or...
Under the family Immigration Rules Partners granted leave to remain as a partner are typically placed on a five- or ten-year pathway to settlement in the UK. Nevertheless, a partner may seek an early grant of settlement where the relationship has ended because of domestic abuse. From 31 January 2024, Appendix Victim of Domestic Abuse to the Immigration Rules sets out applications for settlement after a relationship has broken down owing to domestic abuse during the probationary phase of their leave. This new Appendix uses a simplified format and additionally provides for applications made from abroad by victims of domestic abuse who have been abandoned outside the UK. Importantly, review the relationship eligibility rules closely, as the domestic abuse criteria do not align exactly with, or mirror, Appendix FM partner routes; for example, they exclude those with leave to enter or remain as a...
A unilateral credit against UK inheritance tax ( IHT) can be claimed when property has been subjected to a tax comparable to IHT in a territory outside the UK. HMRC sets this out in the Inheritance Tax Manual at IHTM27185. Information for particular jurisdictions is available in the International Q& A guides— Private Client subtopic. When does unilateral relief apply? It chiefly operates for territories where double tax relief is not available. If the UK has a double tax treaty with the other territory, double tax relief for IHT applies instead. Both mechanisms aim to prevent the same asset being charged to inheritance or estate taxes in both jurisdictions. Double taxation can occur because: jurisdictions tax by reference to different factors (for example, the residence, domicile or nationality of the deceased or the heirs, or the location of assets). Some may apply more than one of...
A Term Definition ABI See Association of British Insurers. Accelerated bookbuild or ABB A method for swiftly allocating shares to investors following the fundraising announcement, with minimal or no marketing. After the announcement, brokers/investment banks secure binding telephone commitments from investors to subscribe for shares, and the fundraising commonly completes the same day it is announced. Admission Generally, the entry of securities to trading on an exchange. More specifically, it refers to: (1) admission of securities to trading on AIM; or (2) admission of securities to trading on the Main Market and to listing on the Official List. See also admission to listing and admission to trading. Admission and disclosure standards The London Stock Exchange rulebook for companies with securities admitted to trading on its markets (excluding AIM) or seeking such admission. Admission document A document that must be...
The enterprise investment scheme ( EIS) It is primarily intended to boost investment in smaller, higher‑risk trading companies by granting a range of tax reliefs to individual investors who acquire newly issued shares in such companies. The EIS rules are prescriptive and contain numerous conditions that must be satisfied, including those relating to: the individual investors the issued shares the issuing company This Practice Note centres on the conditions that apply to the individual investor. Those conditions are outlined in the context of the income tax relief afforded by Part 5 of the Income Tax Act 2007 ( ITA 2007). References to the equivalent capital gains tax ( CGT) provisions are included where appropriate. For information on the remaining conditions, see the following Practice Notes: EIS—conditions for relief: issued shares, the funds raised and the arrangements in...
What is a demerger? A demerger is a form of corporate organisation that separates businesses conducted by a company or group of companies, so that, following the demerger, the trading activities are run by independent management teams but remain, at least initially, under the control and ownership of all or any of the same shareholders as before. This approach is often undertaken in order to sharpen the management of discrete elements of the trading business, to ring-fence liabilities linked to particular trades, or to enhance shareholder value where the sum of the parts is considered greater than the wider conglomerate as a whole. There are several ways to carry out a demerger, including: an in specie distribution by way of a dividend of shares in the subsidiary being demerged to the parent company’s shareholders — typically the most...
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which received Royal Assent on 20 March 2025, brings in legislation to scrap the remittance basis of taxation and introduce a residence-based system from 6 April 2025. FA 2025 also removes domicile as the principal criterion for establishing inheritance tax liability. Further measures include: Revisions to the rules that determine excluded property status The removal of protected settlements status for offshore trusts Changes to overseas workday relief For more on these developments, see: Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. The loan relationships rules in Part 5 of the Corporation Tax Act 2009 ( CTA 2009) include anti-avoidance provisions concerning the late payment of interest. Where these provisions (the late-paid interest rules) are engaged, they can postpone the point at...
A non-small company will generally be liable to corporation tax on a distribution it receives unless, subject to certain other requirements, the distribution falls within an exempt category. There are five exempt categories of distribution: distributions on non-redeemable ordinary shares, explained further in this Practice Note distributions from controlled companies distributions in respect of portfolio holdings distributions arising from transactions not designed to reduce tax dividends on shares accounted for as liabilities For more on the tax charge on distributions, see Practice Note: How are non-small companies taxed on distributions received. For the exemptions for small companies, see Practice Note: How are small companies taxed on distributions received? For what counts as a small company, see Practice Note: What is a small company for the purposes of the distribution exemption? The exemption A distribution is an exempt class if it is paid in respect of a share that is: an ordinary share, and not...
This Practice Note examines in detail the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023). ECCTA 2023 obtained Royal Assent on 26 October 2023 and came into force on 1 September 2025 via the Economic Crime and Corporate Transparency Act 2023 ( Commencement No 4) Regulations 2025, SI 2025/349 (see: LNB News 17/03/2025 1). It sets out the offence’s constituent elements and overall scope, and compares it with the other corporate ‘failure to prevent’ offences concerning bribery and the facilitation of tax evasion. The Note also addresses the defence of having reasonable procedures to prevent fraud, describing what companies must build into their fraud prevention framework in order to rely on that defence in practice. Government statutory guidance has been issued on the offence, offering large organisations clear direction on the...
Corporate transparency reform—duty to maintain an appropriate registered office address and registered email address The government is pursuing a bold programme to reform Companies House. The vision is a complete transformation, positioning it as the world’s most innovative, transparent and trusted register. The objective is to strengthen the registrar’s contribution to the UK economy while enhancing its ability to tackle economic crime. The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. Selected elements took effect on 4 March 2024 through The Economic Crime and Corporate Transparency Act 2023 ( Commencement No. 2 and Transitional Provision) Regulations 2024, SI 2024/269. Implementation of ECCTA 2023 will be phased over time, giving businesses and Companies House scope to get ready for the changes. Many measures will depend on detailed secondary legislation and guidance, alongside the...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the abandonment of the transaction on 13 June 2016; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger review of Clariant’s intended purchase of the Kilfrost Group’s European aircraft de-icing fluid and rail de-icing fluid business. The deal presented a horizontal overlap in the supply of aircraft de-/anti-icing fluids. Latest developments On 13 June 2016, the CMA stated the investigation was cancelled after the parties chose to abandon the deal. On 10 June 2016, the parties had announced their decision to withdraw following the CMA’s provisional findings and the expectation that the transaction would have been prohibited. Parties Clariant AG: a Swiss-based speciality chemicals company, headquartered near Basle, operating in 150 countries worldwide. Kilfrost plc: a UK-based firm in Newcastle specialising in heating and cooling products. The target business is...
Background to Financial Services and Markets Act 2023 The Financial Services and Markets Act 2023 ( FSMA 2023) delivers significant reforms to the UK’s regulatory architecture for financial services. It cancels retained/assimilated EU-derived rules in this field and empowers HM Treasury, alongside the financial services regulators, to substitute them with measures tailored for UK markets, building on the UK’s established regulatory model (see Practice Note: The Financial Services and Markets Act 2023—essentials). The accompanying Explanatory Notes explain that FSMA 2023 preserves the UK’s status as a competitive marketplace with strong regulatory standards by, among other steps, giving the Bank of England ( Bo E) new instruments to lessen risks arising from the failure of critical financial institutions. FSMA 2023 obtained Royal Assent on 2 June 2023, yet different provisions commence on varying dates, as indicated in section 86 and in subsequent...
FORTHCOMING CHANGE relating to the UK funds regime : The outcome of the government’s review of the UK funds regime (see News Analyses: Review of the UK funds regime—an analysis, and HM Treasury’s review of the UK funds regime—a call for input) contains proposals to keep the tax treatment of the new long-term asset fund structure ( LTAF) under ongoing review. This Practice Note considers the genuine diversity of ownership ( GDO) requirement, which: certain authorised investment funds must meet to obtain favourable tax treatment under the tax regime applicable to authorised investment funds; and all authorised investment funds must meet to benefit from the certainty provided by the ‘investment transactions list’ (sometimes called the ‘white list’); and relevant authorised investment funds must meet to enter the property AIF ( PAIF) or tax elected fund ( TEF) tax...
GDPR On 31 January 2020, the UK left membership of the EU and EEA. From 1 January 2024, retained EU law still operative in UK legislation is renamed ‘assimilated law’, under section 5 of the Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023), and should generally be read through ordinary domestic legal principles. Consequently, ‘ GDPR’ may denote either: Regulation ( EU) 2016/679, the General Data Protection Regulation ( EU GDPR), which applied in UK law up to the close of the Brexit implementation period (11 pm UK time on 31 December 2020) and continues to apply across the EEA—any mention of EEA or EU states in this Practice Note should therefore be taken to include the UK until that period ended the Assimilated Regulation ( EU) 2016/679, the Assimilated General Data Protection...
Who/what is the ASA? The Advertising Standards Authority ( ASA) is the UK’s independent regulator overseeing advertising in every type of media. It applies and enforces the Advertising Codes of Practice. The ASA Council serves as the final decision‑maker, ruling on whether advertisements meet the Codes of Practice, and you would generally only encounter the Council at the closing stage of the complaints process. For more information visit www. ASA.org.uk... Statutory regulatory objectives The UK’s regulatory framework is shaped by two committees that create the Codes implemented by the ASA: the Committee of Advertising Practice ( CAP), and the Broadcast Committee of Advertising Practice ( BCAP) CAP develops the UK Code of Non‑ Broadcast Advertising and Direct & Promotional Marketing ( CAP Code), while BCAP authors the UK Code of Broadcast Advertising ( BCAP Code) (together, the Codes of Practice). For further guidance, see...
This Practice Note explores when the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE 2006) may apply to property transactions, and the consequences for employers (such as landlords, tenants, managing agents and other third‑party contractors) and for employees. It outlines the scope and effect of TUPE 2006, covering business transfers and service provision changes. It then looks at specific contexts: the sale of commercial freehold or leasehold property; the grant, termination or assignment of a lease; property management and service providers; changes in third‑party service provision; and employee accommodation and resident employees. The impact of insolvency on staff transfers in the commercial property setting is also highlighted. Finally, the Note addresses due diligence and the steps parties can take to manage TUPE risk in property...
This Practice Note outlines the options open to landowners faced with unlawful occupation by a trespasser or squatter, the issues that can follow from trespass, and the potential measures the owner may pursue, including physical repossession. It considers the Criminal Law Act 1977 ( CLA 1977) and the exception for displaced residential occupiers, the use of police powers to arrest where suitable, the effect of the Legal Aid, Sentencing and Punishment of Offenders Act 2012 ( LASPO 2012) in criminalising residential squatting, injunctions and interim injunctions, and damages, including the negotiating damages approach, mesne profits, exemplary and aggravated damages, anticipated damages, and res judicata defences. The ways a landowner can recover possession from a trespasser include: physical repossession arrest of the trespasser by the police for a criminal offence injunction possession claim (including a claim for an interim...
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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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