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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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The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 ( IA 1986), the company may proceed by way of a members’ voluntary liquidation ( MVL). For further...
Whether a Will has been validly revoked turns on the testator’s intention and is chiefly a question of fact. As a result, the authorities are fact‑sensitive, though the core principles are set out below. Involuntary revocation is limited to revocation by a later marriage, or to particular provisions that apply on the dissolution of a marriage or civil partnership. For guidance on involuntary revocation, see Practice Note: Revocation of Will by marriage or civil partnership. Modes of voluntary revocation At law, a Will remains revocable by the testator until death. Revocation cannot be effected in any manner the testator chooses; section 20 of the Wills Act 1837 ( WA 1837) prescribes the permitted methods: by a subsequent Will or codicil, duly executed by a written declaration of an intention to revoke the Will, executed with the formalities of a Will by...
Voluntary manslaughter Voluntary manslaughter comprises killings that would amount to murder—because the accused has the requisite mental element for murder—but are reduced to manslaughter due to one of three special defences: loss of control, diminished responsibility, or a suicide pact. It is not an offence for which a defendant is indicted; rather, it is a verdict that may follow an initial indictment for murder. When returned, the verdict is recorded simply as ‘manslaughter’, without the descriptor ‘voluntary’......
Reasons for reporting greenhouse gas emissions Over the past decade, expectations on businesses and public bodies to disclose greenhouse gas ( GHG) emissions have steadily escalated, creating growing momentum for transparent reporting. Analyses of climate impacts—most notably assessments from the Intergovernmental Panel on Climate Change ( IPCC)—together with tangible extreme weather events across the real world, have sharpened this pressure by underscoring the urgent need to cut emissions. Global accords, including the 2015 Paris Climate Agreement and the UNFCCC Conferences of the Parties ( COP), further amplify the drive on organisations and authorities to curb GHG releases. For further detail on the Paris Agreement and recent COP gatherings, see Practice Note: The Paris Agreement 2015—snapshot. Within the UK, the Climate Change Act 2008 imposes binding obligations on government to cut national carbon emissions, including a statutory requirement for the UK to reach net zero carbon by...
What are carbon credits? Carbon credits are transferable units, each signifying that one tonne of CO2, or an equivalent amount of another greenhouse gas, has been avoided, reduced, or removed from the air. Credits arise from projects that either take CO2 out of the atmosphere, prevent emissions that would otherwise occur, or curb emissions below a forecast baseline. To issue credits, such projects must first obtain certification from a recognised carbon standards body (see below). What are voluntary carbon markets and how do they differ from compliance carbon markets? Carbon markets are trading mechanisms through which organisations and other entities buy and sell carbon credits, OTC or via exchanges. Purchased credits can be retired to counterbalance the buyer’s emissions, or resold on to another participant. Broadly speaking, there are two categories: compliance carbon markets and voluntary carbon markets ( VCMs). Compliance markets are created under...
Trials in the Crown Court In England and Wales, Crown Court trials proceed ‘on indictment’, meaning any defendant ‘tried on indictment’ appears before a judge and jury in the Crown Court in England and Wales. An indictment is the formal charge sheet alleging that one or more individuals committed a particular indictable or either way offence, and, in general, prosecuting counsel generally bears the responsibility for making sure the indictment for a criminal trial is drafted correctly. The procedural rules governing how an indictment must be drawn are comprehensively set out in Criminal Procedure Rules 2025 ( Crim PR 2025), SI 2025/909, Pt 10. For additional guidance, refer to the Practice Notes: The indictment and The indictment—content, form, defects and amendments. Only very rarely, and in limited circumstances, may the High Court direct that an indictment be served on the Crown Court; this...
This Practice Note outlines the process by which a Limited Liability Partnership ( LLP) may enter into a voluntary arrangement ( VA). It does not extend to Limited Partnerships; for those, refer to Practice Note: Limited partnerships and insolvency—key principles. Applicable legislation The Limited Liability Partnerships Act 2000 ( LLPA 2000) established LLPs and should be read alongside the Limited Liability Partnerships Regulations 2001 ( LLPR 2001), SI 2001/1090. Through the LLPR 2001, SI 2001/1090, the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024, are applied to LLPs......
This Practice Note outlines when a contract may be treated as void and the consequences that follow. It differentiates void, voidable and unenforceable agreements, and explores voidness arising from: common mistake, a unilateral mistake as to contractual terms where the other party is aware, mistaken identity, non est factum, and statutory avoidance, while also recognising illegality as a distinct category. For a tabular overview of illustrative judgments on contract law since 1 January 2020, see Practice Notes: Contract disputes—illustrative decisions (2026) Contract disputes—illustrative decisions (2024–2025) [ Archived] Contract disputes—key and illustrative decisions (2020–2023) [ Archived] When is a contract a void contract? A void contract is one with no legal effect whatsoever. A contract will be void where: the parties have contracted under a fundamental common mistake one party agrees on mistaken terms and the other party knows of that...
CASE HUB ( Appeal lodged by Visa before the General Court in Case T- 447/12) ARCHIVED – this archived case hub captures the position as at 29 April 2019, when commitments were accepted; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission investigation under Article 101 TFEU into multilateral interchange fees ( MIFs) set by Visa (case number AT.39398). Latest development On 29 April 2019, the Commission stated it had accepted commitments proposed by Visa concerning inter-regional interchange fees. These commitments will cut inter-regional exchange fees by roughly 40% on average. Parties Visa Inc, including its subsidiary Visa Europe Background The Commission formally launched its investigation in March 2008. A statement of objections was issued to Visa in April 2009. In December 2010, after a market test, the Commission accepted commitments from Visa Europe on debit card MIFs, capping them at...
This Practice Note offers practical direction on correctly executing documents when one or more parties to a contract are not physically together, often referred to as virtual signing or a virtual closing. The Law Society has brought together established materials covering: execution of documents by virtual means, use of electronic signatures, its ‘ Tips on how to operate in practice’ concerning virtual execution and the use of e‑signatures, and Q& A on using electronic signatures and completing virtual executions, including ‘ Our position on the use of virtual execution and e‑signature during the coronavirus ( COVID‑19) pandemic’. We have assembled a comprehensive, interactive collection to help users identify and navigate the concepts and common issues involved in executing documents, including by virtual means. Each section or phase contains practical guidance, precedent clauses and Q& As relevant to that stage. For more...
Sellers frequently employ a virtual data room (a restricted-access online platform established by a service provider for the sellers, as opposed to a 'physical' data room) to manage the bidding process (where relevant and appropriate) and to oversee the due diligence stage of the overall transaction......
This Practice Note reviews the legal framework and institutional investor expectations on running fully virtual or hybrid general meetings and annual general meetings ( AGMs), drawing together current practice and guidance. Demand from shareholders and other corporate stakeholders to conduct gatherings through electronic communication has risen markedly in recent years, reflecting shifting preferences and practical realities. That underlying shift was then sharply hastened by the coronavirus pandemic across the market. Holding electronic meetings— Companies Act 2006 Prior to the coronavirus crisis, a handful of FTSE 350 issuers had already trialled electronic formats, from streaming physical meetings online (webcasts) to hybrid arrangements allowing shareholders to take part in person or virtually, both options running in parallel. In 2016, Jimmy Choo plc staged the first fully virtual AGM, sparking extensive discussion about the fairness and efficacy of remote participation. For some companies and investors, hybrid or...
Virgin Atlantic Airways Limited Virgin Atlantic Airways Limited sought approval for a Part 26A restructuring plan ( RP) at the convening hearing in August 2020 and at the sanction hearing in September 2020. The headline points are outlined below (capitalised terms, unless otherwise indicated, bear meanings given in convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For analysis of key metrics from RPs submitted in 2023, along with commentary from leading lights in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
Three Virgin Active companies applied for Part 26A restructuring plans ( RPs) At a convening hearing in March 2021 and a sanction hearing in May 2021, three Virgin Active entities sought Part 26A restructuring plans ( RPs). The key matters are set out below (capitalised terms not defined here have the meanings in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For an in‑depth review of metrics from RPs submitted in 2023, together with insights from leading figures in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
CASE HUB ARCHIVED This archived case hub sets out the position as at the judgment of 23 October 2017; it is no longer maintained. For more, see the timeline and relevant/related cases. Case facts ARCHIVE 26/10/2017 Outline An appeal to the General Court against the European Commission decision refusing VIMC’s complaint pursuant to Article 13(1) of Regulation 1/2003. Latest developments On 23 October 2017, the General Court handed down its judgment, rejecting in full the action to annul the European Commission’s decision to refuse VIMC’s complaint, on the basis that the matters raised were already being examined by a national competition authority ( Case AT.40231). The General Court held that the Commission correctly applied the principles in Article 13(1) of Regulation 1/2003, exercising its discretion not to open an investigation because the Austrian national competition authority was already conducting one......
Common entities This Practice Note forms part of a multi-jurisdictional guide that covers the fundamentals of establishing particular business vehicles across global jurisdictions. Within the Multilaw network, leading law firms respond to key questions on this subject. This instalment sets out principal issues when creating a single-member limited liability company in Vietnam. Current as of 13 January 2023. Author: Thomas Treutler, Tilleke & Gibbins, a Multilaw member firm. The focus is the single-member limited liability company ( SLLC) – Công ty trách nhiệm hữu hạn một thành viên (commonly abbreviated as Công Ty TNHH MTV or Công Ty TNHH). Other entity types in this jurisdiction that exist but are not the subject of a questionnaire response at this time: Multiple-member limited liability company ( MLLC) — Công ty trách nhiệm hữu hạn hai thành viên trở lên (commonly abbreviated as Công Ty...
NOTE—to check whether notification thresholds in Vietnam and worldwide are triggered, please consult: Where to Notify. 1. Have there been any recent developments regarding the Vietnamese merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Vietnam? In 2020, Vietnam promulgated Decree 35 on Detailed Regulations for Implementation of the Law on Competition dated 24 March 2020 ( Decree 35), which became effective on 15 May 2020. This marked a pivotal step in putting into operation the competition framework envisaged under the Law on Competition dated 12 June 2018 ( Competition Law). The body designated under the Competition Law, the Vietnam Competition Committee ( VCC), was established on 1 April 2023 and from that date assumed responsibility for the merger control regime. Decree 35 introduced the following clarifications to merger control: ...
1. What is the applicable legislation? The Law on Investment 2020 ( Investment Law 2020), effective from 1 January 2021, is the central statute regulating foreign direct investment ( FDI) in Vietnam. A number of implementing decrees have been promulgated to steer the Investment Law’s application, including the Guidelines on the implementation of the Law on Investment 2020 and Decree No. 31/2021/ ND- CP, dated 26 March 2021 ( Decree 31 2021), which provides guidance on several articles of the Investment Law. Together, the Investment Law and its implementing decrees set out the scope, administration and applicable licensing framework for foreign investment in Vietnam. 2. Which government or other body (or bodies) reviews foreign investments? The Ministry of Planning and Investment ( MPI) is the principal regulator of FDI in Vietnam, acting mainly through its dedicated agencies, the Business Registration Agency and the Foreign...
This Practice Note explores the background and structure of the Vienna International Arbitral Centre ( VIAC) and its Arbitration Rules 2021 (the Vienna Rules). With effect from 1 July 2021, the VIAC Rules are arranged in three parts: Part I, the Vienna Rules or Vienna Arbitration Rules; Part II, the Vienna Mediation Rules; and Part III, the Appendices to both sets of rules. Collectively, these are referred to as the Vienna Rules and Vienna Mediation Rules 2021. The Vienna Rules and Vienna Mediation Rules entered into force on 1 July 2021 and apply to all proceedings begun on or after that date. If your arbitration proceeds under the Vienna Rules 2018, which took effect on 1 January 2018, make sure you consult the earlier version of the rules. The development of the Vienna Rules Founded in 1975 as a division of the Austrian Federal...
Victim personal statements—guidance Guidance on preparing, the form and the use of a victim personal statement ( VPS), sometimes called a victim impact statement, can be found in several places, including: Criminal Practice Directions ( CPD) the Joint Agency Guide to the Victim Personal Statement the Code of Practice for Victims of Crime ( Victims’ Code) the Health and Safety Executive ( HSE) enforcement guide on VPS the Ministry of Justice Guidance to victims: Making a Victim Personal Statement Practitioners should consider these materials when advising on a VPS. Victim personal statements—what are they? A VPS is a statement by the victim of crime setting out the effect the offence has had on them or, if the victim has died, the impact on surviving family members. It has two primary aims: to offer victims a formal opportunity to describe, in their own...
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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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