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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 should be read alongside the following materials: Pensions schedule: acting for sellers in a share sale — EFP vol 31(1) PENSION SCHEMES [2485]–[2490] Pension schedule: acting for buyers in a share purchase — EFP vol 31(1) PENSION SCHEMES [2479]–[2484] When can a pension schedule be used on a share sale? In a share sale, a pension schedule can be deployed where: the buyer is purchasing shares in the employing company (the target), which, immediately pre-completion, participates in a defined benefit ( DB) occupational pension scheme that DB scheme remains open to future accrual, and the scheme itself is to stay within the seller’s group after completion (this Practice Note calls it the seller’s scheme) A pension schedule can also be adopted in other situations. Given today’s underfunded DB schemes and the Pension Regulator’s wide moral hazard powers, such...
The senior accounting officer ( SAO) regime Introduced under Schedule 46 to the Finance Act 2009 ( FA 2009), the senior accounting officer ( SAO) regime is designed to ensure qualifying companies maintain adequate tax accounting arrangements so that the correct tax liabilities are reported to HMRC. It applies to financial years beginning on or after 21 July 2009. The regime’s objective is supported by: a qualifying company’s obligation to notify HMRC of the identity of its SAO or, where there were successive SAOs in the relevant financial year, each individual who served as SAO for any part of that year the SAO’s main duty to take reasonable steps to ensure the qualifying company has appropriate tax accounting arrangements in place the SAO’s obligation to submit a certificate for each financial year confirming that appropriate tax accounting...
This Practice Note addresses the following areas: the legal framework for save as you earn ( SAYE) options an explanation of what an SAYE scheme is the qualifying criteria and conditions that an SAYE scheme must satisfy which companies are permitted to operate an SAYE scheme who can be offered or granted SAYE options the required level of the exercise price when an SAYE option can properly be exercised the events or circumstances in which an SAYE option will lapse the rules that apply to the associated savings arrangement scaling down any additional requirements that apply to SAYE schemes self-certification duties and notification requirements the tax treatment of SAYE options, and the tax reporting obligations The law governing SAYE options The statutory provisions for SAYE options comprise: sections 516–519 of the...
FORTHCOMING CHANGE: Announced on 26 November 2025 within Budget 2025, from April 2029 only the first £2,000 a year of pension contributions made under a salary sacrifice arrangement will be exempt from National Insurance contributions ( NICs). Employee contributions through salary sacrifice above £2,000 per year will incur both employer and employee NICs, meaning any amount over £2,000 will, for NICs, be treated like other employee workplace pension contributions. Employer contributions are unaffected, and income tax relief is unchanged. Employers will be required to report the total salary given up via existing payroll software, and HMRC has committed to engage with stakeholders. HMRC will provide further guidance before April 2029. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will insert a new subsection into section 4 of the Social Security Contributions and Benefits Act 1992, enabling the government to make...
The rules applicable to advertising in the UK In the UK, advertising is governed by both statute and industry-run self-regulatory codes. A fundamental rule is that advertising must be clearly identifiable as advertising. This Practice Note reviews the provisions in the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing ( CAP Code) and the UK Code of Broadcast Advertising ( BCAP Code) on signalling advertising and the labels commonly used to achieve this. It introduces the self-regulatory framework and sets out specific guidance on applying CAP Code rules in the context of: advertisement features native advertising affiliate marketing social media advertising influencer advertising podcasts and audio streaming vlogs and live streaming reviews, testimonials and endorsements direct marketing Keep in mind that elements of the guidance may overlap. For instance, influencer advertising often includes...
This Practice Note is for use when determining applicable law where the contract was entered into on or after 1 January 2021. Where a contract predates 1 January 2021, the UK courts will apply an alternative governing law regime. The regime engaged turns solely on the contract’s date of conclusion. Accordingly, the applicable framework is date‑sensitive. For an overview of the distinct regimes and how they interact and interrelate, see Practice Note: Applicable law regimes. This Practice Note cites UK Rome I, Regulation ( EC) 593/2008. It is a key point of reference when addressing law applicable to such contracts. That instrument governs the choice of law for contracts concluded on or after 1 January 2021. Formerly styled Retained Rome I, from 1 January 2024 it has been termed Assimilated Rome I—the rebranding affects the title alone, not the substance of its...
Public takeovers When a company seeks to purchase another company (‘target’) whose shares are admitted to trading on a regulated market or on a multilateral trading facility in the UK (eg the Main Market of the London Stock Exchange or AIM, respectively), the deal is usually termed a public takeover. Because shareholdings in listed companies are more dispersed than in private companies, a series of regulatory obligations applies to the conduct of public takeovers. These are outlined in Practice Note: The Panel and the regulatory framework of takeovers. Those requirements significantly influence how the acquisition proceeds and, as a result, the tax considerations that arise. This Practice Note focuses on the target company’s role in that process from a tax perspective, as well as the involvement of a tax lawyer advising the target. For guidance on the tax position of target...
This Practice Note examines how the UK public sector engages with free and open source software, including: Overview of public sector use of open source Timeline of policies and initiatives Adoption in the public sector EU approach Free and open source software describes software released under a licence that allows the recipient to use, modify, and share it—either in its original form or as an altered version—without payment of fees or royalties, with access to the source code provided. While free software and open source software are not identical, this note uses the term open source for simplicity. For general guidance and templates, see: Practice Note: Free and open source software Practice Note: Free and open source software—strategy and policy Practice Note: Free and open source software—audits Practice Note: GNU General Public License ( GPL)...
Over a comparatively brief span, deploying tools to award public contracts has become routine and broadly established practice. As a result, professionals engaged in public procurement, within contracting authorities and among suppliers, must possess at least a basic understanding of these tools, and many bodies now hire experts specifically to manage this part of the lifecycle within their organisations. This Practice Note explores how such tools are being developed and applied for sourcing across the public sector—meaning the steps culminating in the award of a public contract or framework agreement (commonly termed ‘e- Sourcing’). The discussion covers e- Auctions and Dynamic Purchasing Systems ( DPS) used for sourcing. It is also worth highlighting that electronic tools can ‘e- Enable’ other activities, particularly ‘ Purchase-to- Pay’ ( P2P)—the transactional sequence of approving and placing orders (under contracts and framework...
A limited company can repurchase its own shares, provided it satisfies the conditions laid down in the Companies Act 2006 ( CA 2006). This activity is commonly described as a share buyback, or a purchase of own shares undertaken by the company. Alongside the requirements of CA 2006, further rules and guidance are relevant and applicable where a listed company or an AIM company proposes to buy back its shares. In particular, a listed company must have regard to the UK Listing Rules ( UKLRs), and this Practice Note specifically considers how those provisions apply to a company with equity shares admitted to the equity shares (commercial companies) category. An AIM company must likewise have regard to the AIM Rules for Companies ( AIM Rules); however, these rules do not specifically address share buybacks, and AIM Regulation has confirmed that, in most...
Corporate transparency reform—company registers The people with significant control ( PSC) register supplies clearer, up-to-date details on who ultimately owns and directs companies and other entities, with this data publicly accessible on the central register maintained by Companies House. It assists investors when weighing up potential investments in a company, and it also aids law enforcement bodies in investigating money laundering. The regime came into force on 6 April 2016 under Part 21A of the Companies Act 2006 ( CA 2006), inserted by Schedule 3 to the Small Business, Enterprise and Employment Act 2015. For simplicity, this document uses ‘company’ and ‘companies’ to describe entities required to keep a PSC register. See Practice Note: PSC register—the people with significant control regime for an overview of the whole PSC regime. ECCTA 2023 amends CA 2006 to abolish the obligation on a company to maintain its own...
What is product liability insurance? This cover indemnifies businesses for legal responsibility owed to end users of goods they make or supply. In general, such responsibility may stem from negligence (see: Donoghue v Stevenson), the strict regime under the Consumer Protection Act 1987 ( CPA 1987), or contractual duties, whether express or implied by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, or the Consumer Rights Act 2015. At its core, the policy responds to claims for personal injury or physical damage to property. It typically excludes loss to the faulty item itself and purely economic loss. This insurance is not mandatory and no single ‘standard form’ applies; numerous packaged options exist, frequently bundled with public liability and/or general liability insurance. Larger insureds with elevated risk, or those making or selling unusual goods, can obtain bespoke...
Government decision to increase normal minimum pension age from 55 to 57 After a consultation in 2021, the government confirmed that the normal minimum pension age ( NMPA) will increase from 55 to 57 with effect from 6 April 2028. The NMPA is the earliest point at which members can access their benefits (other than ill-health benefits) as authorised member payments under a registered pension scheme. Regardless of the NMPA set in legislation, a scheme’s own rules ultimately govern when benefits can be taken and in what form. However, where a scheme regularly permits payments before the statutory NMPA, it risks de-registration (see Practice Note: Unauthorised payments—tax charges and reporting requirements — De-registration and the de-registration charge). Although a scheme may choose a minimum pension age above the statutory NMPA, in practice many scheme rules mirror or cross-refer to the statutory NMPA....
At the outset of IP development, a company might earn revenue from qualifying IP rights yet still fail to turn a profit. Alternatively, it may report profits that are below a routine return on the costs of generating that income. Where the patent box computation gives rise to a relevant IP loss ( RIPL)—see the Practice Note on calculating patent box relief (new rules)—the company cannot claim patent box relief for the loss-making trade in that accounting period. Instead, it must: set off the RIPL: first, against any patent box profits from another trade carried on by the company, and secondly, against any patent box profits of another group company for the relevant accounting period, and to the extent a balance...
The patent box The patent box is an optional regime that delivers an effective 10% corporation tax rate on worldwide profits derived from qualifying patents and comparable intellectual property ( IP) rights. Its full advantages were introduced in stages over a five-year period, concluding on 1 April 2017. To meet BEPS Action Plan 5 requirements, the patent box rules were amended on 1 July 2016 to introduce an R& D fraction restriction, which can reduce the value of patent box claims. A series of ancillary amendments was also made to ensure the restriction was implemented correctly. Those whose election into the patent box took effect before 1 July 2016 were permitted to continue claiming under the earlier (grandfathered) regime until 30 June 2021, in relation to qualifying IP applied for before 1 July 2016 (see Practice Note: Patent...
In contrast with numerous jurisdictions, the UK lacks a general unfair competition regime of its own. Brand owners aiming to stop rivals from selling lookalike goods or deploying deceptive adverts must depend on a mix of intellectual property rights, used together in practice rather than relying on a lone, overarching rule. Among these is also the common law action of passing off. Such claims proceed, in essence, on the basis that nobody may present their goods or services as those of another party. A frequent pattern involves a defendant reproducing the claimant’s packaging, get-up or branding so as to misstate the origin of its offerings. Set out below are the essential elements to prove passing off, together with an outline of potential defences, available remedies and pragmatic considerations to bear in mind. Passing off is regularly pleaded alongside trade mark...
Quick Look Brexit Financial Services Legislation Status Guide This Quick Look Brexit Financial Services Legislation Status Guide sets out high-level detail on the position of Regulation ( EU) 1286/2014 on key information documents ( KIDs) for packaged retail and insurance-based investment products ( PRIIPs) (the PRIIPs Regulation) within UK law from 1 January 2021... For more in-depth material, see Practice Note: Impact of Brexit: Packaged retail and insurance-based investment products ( PRIIPs)—quick guide [ Archived] and Packaged Retail and Insurance-based Investment Products ( PRIIPs)—essentials... Across the implementation period from 31 January 2020 to 31 December 2020 ( IP completion day), the PRIIPs Regulation applied directly in the UK under the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020, and the Withdrawal Agreement between the UK and the EU... From IP...
Introduction to common participants in the market The oil and gas sector is a major contributor to the UK economy: It supports around 152,000 jobs, both directly and indirectly It accounted for 0.8% of GDP in Q2 2015, down from a peak of 2.5% in Q2 2008 Government revenues from production in 2016/2017 were £1.2bn The UK is Europe’s second largest oil producer and the third largest gas producer Historically, the industry has been buoyant, with limited involvement from insolvency practitioners. In 2010, there were only four insolvencies in the sector. However, when oil prices fell to a record low in 2015, the number of insolvencies increased to 28 that year. Due to its maturity, the UK continental shelf is among the more expensive regions globally for oil production: before the 2015/2016 downturn, producing a barrel in the UK cost about US$40, compared with under US$5 in Kuwait. These costs have...
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which secured Royal Assent on 20 March 2025, brings an end to the remittance basis of taxation and installs a residence-based framework from 6 April 2025. For IHT, FA 2025 removes domicile as the primary driver of liability, establishing a residence-focused model instead. Revisions to the rules for determining excluded property status; Abolition of protected settlements status for offshore trusts; and Amendments to overseas workday relief. For details on these measures, 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. See also: Finance Bill Tracking Service: Key dates ( Finance Bill 2025) and Finance Act 2025. Capital payments made by an offshore trust to beneficiaries who are UK resident and...
The National Security and Investment Act 2021 ( NSI Act) The National Security and Investment Act 2021 ( NSI Act) took full effect on 4 January 2022. It empowers the UK government to scrutinise and intervene in a broad range of acquisitions involving certain business entities and assets, described as ‘qualifying entities’ and ‘qualifying assets’, across 17 defined sensitive areas, with the overarching aim of preventing deals that could threaten the UK’s national security. Acquisitions of qualifying entities carry mandatory notification obligations and must be cleared by the government before completion. In addition, the government may ‘call in’ any transaction concerning a qualifying entity or qualifying asset for an in-depth assessment where a national security concern is identified, irrespective of whether a mandatory filing applies. Following review, the government can impose conditions on a deal, or unwind or block it...
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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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