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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 outlines the standards the states use when assessing an insurer’s duty-to-defend. It sets out the criteria those states apply when determining such obligations. For more detail on the insurer’s duty-to-defend, see Practice Note: US— Duty to defend and duty to indemnify and US—duty to defend and duty to indemnify—checklist. Overview If coverage questions were shares, the duty-to-defend would be a Blue Chip. As investors buy such shares for reliable and steady returns, the principles governing an insurer’s duty-to-defend have remained steadfast. Hence, no one is startled when a court pronounces that the duty-to-defend is wider than the duty to indemnify. That has been true for decades. See: Goldberg v Lumber Mut. Cas. Ins. Co. of N. Y., 77 N. E.2d 131, 133 ( N. Y. 1948)—‘ The courts have frequently remarked that the duty to defend is broader than the duty to pay.’...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note was originally prepared for Lexis Practice Advisor®, in the US. It outlines core trade mark law concepts, covering protection requirements, ownership, correct trade mark use, how rights can be forfeited, constraints on protection, enforcement, and remedies. Loss of rights: abandonment, genericide, naked licensing, assignments in gross. Limits on protection: the first-sale doctrine, descriptive and nominative fair use, laches, acquiescence. What is a trademark? Trade marks generally comprise words, phrases, symbols and/or designs that function as indicators of source for specific goods. Service marks mirror trade marks but identify the source of particular services. In practice, both are often called ‘trade marks’ or simply ‘marks’. Under the ‘ Information matter’ doctrine, registration is refused where a mark, instead of denoting the source of a product or service, merely...
State Choice of Law for Coverage Disputes Alabama This survey examines governing law issues in insurance coverage disputes, spanning all 50 U. S. states and the District of Columbia. For a complementary overview, see Choice of Law for Coverage Disputes. When a policyholder based in one state faces litigation or a claim in another, a recurring question is which state’s law governs interpretation of the insurance contract. If the jurisdictions diverge on policy wording or approach to conflicts rules, either the insurer or the policyholder may need to commence proceedings to resolve the controlling law. The survey outlines each state’s choice of law framework, which may draw on: Statutory provisions Lex loci contractus Second Restatement Case law Alabama: By statute, “ All contracts of insurance, the application for which is taken within this state, shall be deemed to have been made within this state and...
ARCHIVED: This Practice Note is archived and is not being maintained. Transactions outside the ordinary course require court approval under section 363(b). Under Section 363(f), a debtor may transfer assets free and clear of liens and interests when certain conditions are satisfied. Frequently, assets are disposed of via a public auction, with debtors taking various steps to obtain court approval, including, among other things, entering a stalking horse agreement, setting bid procedures, and running an auction process, among other steps. Sales can also proceed through a plan of reorganisation, but the debtor must satisfy the confirmation requirements to secure the court’s approval. This Practice Note considers the Section 363 Sale requirements, approaches to selling assets in a bankruptcy case, and the distinctions between bankruptcy sales and sales conducted outside of bankruptcy, as follows: Section 363...
Under the Investment Advisers Act of 1940 (the Advisers Act), investment advisers registered with the Securities and Exchange Commission ( SEC) owe a sweeping fiduciary obligation to act in the best interests of their clients. ( Be aware that most smaller to mid-sized investment advisers must register with one or more states and are barred from SEC investment adviser registration.) For an outline of the duties owed by such investment advisers, reference should be made to the applicable state statutes and regulations currently in force. There are five broad types of obligations or requirements that are imposed on investment advisers by the SEC, namely: a fiduciary duty of care owed to clients Advisers Act prohibitions designed to deter fraud and other substantive regulation books and records requirements SEC supervision via inspection contractual...
What does this Practice Note cover? This Practice Note examines transactions that rely on the exemption from registration afforded by Rule 144A under the Securities Act of 1933, as amended (the Securities Act) (17 CFR § 230.144A). Both US and non‑ US issuers commonly use Rule 144A to conduct offerings of debt securities in the US without registering under the Securities Act. This Practice Note addresses: the requirements of Rule 144A; publicity considerations in Rule 144A offerings; Rule 144A and State Securities ( Blue Sky) Laws; and resales of securities issued in Rule 144A offerings. These subjects are discussed in the context of Rule 144A offerings. What is Rule 144A? Rule 144A allows issuers to raise large amounts of capital without incurring the cost and effort of Securities Act registration, and avoids the delay caused by the US Securities and Exchange...
By Jeffrey A. Goldwater and George J. Manos, Lewis Brisbois Bisgaard & Smith LLP, (updated by the Practical Guidance attorney team) This survey sets out the benchmarks for the imposition of punitive damages across all 50 states and the District of Columbia. It gathers the pertinent statutes in every jurisdiction and provides an analysis of each legislative measure. The review further considers whether punitive damages can be insured in each state and examines the relevant statutes and judicial authorities that confront the insurability question in each jurisdiction. Distinct from compensatory awards, punitive damages are not intended to make a claimant whole; they exist to chastise the offender and to act as a deterrent. Liability for such damages is triggered by conduct of an extreme, egregious character, where the impugned behaviour is wilful, wanton, and deliberate. In the vast majority of...
ARCHIVED: This Practice Note is archived and is no longer maintained. Originally prepared for Lexis Practice Advisor®, in the US, it responds to fundamental queries about the courts and other tribunals that adjudicate patent disputes in the United States. It supplies essential introductory material for lawyers new to US patent law and functions as a concise overview... US district courts The United States has two main court systems: state courts, which vary by state, and the US federal judiciary, which is the judicial branch of the federal government. US district courts are the general federal trial courts, located in every state. They possess subject-matter jurisdiction over all matters arising under the patent laws; accordingly, disputes over patent infringement and validity are tried in US district courts. In district court trials, juries commonly decide questions of infringement and...
ARCHIVED: This Practice Note has been archived and is not maintained. Originally prepared for Lexis Practice Advisor® in the US, this Practice Note outlines prevalent music‑industry agreements and drafting points, covering music licences (mechanical, master use, synch and public performance), work‑for‑hire arrangements, exclusive recording deals and 360 agreements, online distribution accords, and live performance contracts. It also introduces fundamentals on selling music catalogues, along with issues relating to non‑fungible tokens and artificial intelligence ( AI). It further addresses key copyright topics, including termination rights and the legal framework for music licensing, such as the Music Modernization Act ( MMA). Copyright considerations and registration To understand the licence types referenced in this Practice Note, a basic grasp of copyright law is required, including: the exclusive rights of a copyright owner how long those rights endure (copyright duration) the importance of copyright...
Note— To verify whether notification thresholds in the United States and worldwide are met, please refer to: Where to Notify. 1. Have there been any recent developments or noteworthy items in relation to ? Are there any other ‘hot’ merger control issues in the US? Recent developments and key trends include: Changes to HSR Act framework: On 10 October 2024, the Federal Trade Commission ( FTC) confirmed the final version of proposed amendments to the Hart‑ Scott‑ Rodino ( HSR) Act rules, which took effect on 10 February 2025. The revisions materially widen the volume and categories of information, documents and data required for HSR submissions. They particularly seek fuller detail on private equity and other financial sponsor organisations, officer and director board appointments, any existing or potential horizontal or vertical overlaps between the parties, and further information on corporate and...
Insurers prepare specialised contracts, known as insurance policies, which set out specified elements of cover for insureds and the insurers’ obligations when a covered loss occurs. The meaning of a covered loss is defined within each policy and will differ according to the type of policy purchased. This Practice Note examines the two core duties an insurer owes to an insured—the duty to defend and the duty to indemnify. The duty to defend refers to the insurer’s obligation to provide the insured with a defence to claims brought under the policy. The duty to indemnify concerns the insurer’s obligation to pay a claim for loss or damage asserted against the insured. For additional insight into these concepts, see: —checklist. Basics of an insurance policy The duty to defend and the duty to indemnify mainly arise under liability...
This Practice Note offers a high-level summary of insurance bad faith claims, covering the policyholder’s entitlements under an insurance policy, the events that trigger a claim, and the advantages of issuing a claim. Where a jurisdiction’s statutory regime sets out acts, omissions, delays, or commercial practices that may underpin a bad faith action, or obliges a complainant to meet conditions precedent before bringing one, these are identified. Save for any state-specific illustrations, this Practice Note is non-jurisdictional. For further detail on common bases for insurance bad faith claims and issues arising in bad faith disputes, see Practice Note: US—insurance bad faith coverage litigation. What is an insurance bad faith claim? Under an insurance contract or policy, insurers owe numerous obligations to those they insure (the policyholder or insured) and to individuals pursuing claims against their insureds (claimants). In meeting those...
Insurance agreements, like any contract, carry an implied obligation that the parties act with good faith and fair dealing towards one another. This principle has prompted courts and legislatures to develop standards that define the specific duties insurers owe to policyholders. The resulting legal framework enables policyholders, in prescribed circumstances, to seek recovery from insurers for ‘bad faith’. This Practice Note identifies common bases for insurance bad faith claims and addresses litigation issues, including: Jurisdiction-specific bad faith standards Insurer defences Discovery points Considerations regarding available types of damages For additional guidance on insurance bad faith claims, see Practice Note: US—insurance bad faith claims. Bad faith generally Contracts typically imply a duty of good faith and fair dealing, requiring each party not to act in a way that harms the other party’s right to the benefit of the agreement. In the...
The restriction on insider trading What is insider trading? Insider trading is often linked with unlawful behaviour, yet the term covers both lawful and unlawful activity. The lawful form arises when corporate insiders of a public company, such as officers, directors and employees, deal in their own company’s shares. When corporate insiders of a US publicly traded company transact in their own securities, they should notify the SEC of their dealings. Further details on this reporting duty appear in Forms 3, 5 and 5 within the Securities and Exchange Commission’s Fast Answers databank. Unlawful insider trading is the purchase or sale of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while holding material, nonpublic information ( MNPI). Other breaches include: ‘tipping’ such information securities trading by the person ‘tipped’ securities trading by those who...
ARCHIVED : This Practice Note is archived and is no longer being updated. For information on the US Foreign Corrupt Practices Act, see Practice Note: The US Foreign Corrupt Practices Act 1977 ( FCPA 1977) and Bribery Act 2010 ( BA 2010) comparison table. As organisations move into new markets to capture growth, caution is vital, as fresh opportunities also carry fresh challenges. Multinational companies, in particular, face exposure where a subsidiary, affiliate, employee, or agent engages in misconduct that breaches the US Foreign Corrupt Practices Act ( FCPA). The Department of Justice ( DOJ) and the Securities and Exchange Commission ( SEC) are prioritising FCPA enforcement and show no sign of easing their pursuit of FCPA actions. To prevent, detect, and remediate behaviour that may violate the FCPA, in-house counsel and compliance professionals should identify business areas at risk and understand the conduct the FCPA...
Archived note: This Practice Note is no longer maintained and is provided for background only. The Financial Industry Regulatory Authority ( FINRA) is an independent regulatory organisation for the US securities market. It runs the sector’s largest dispute resolution forum, addressing financial and commercial disagreements between investors, brokerage firms and individual brokers, as well as conflicts within and between brokerage firms and brokers. These matters are handled through FINRA’s own arbitration process Code of Arbitration Procedure for Customer Disputes (the Customer Code or Section 12000 of the FINRA Rules)—governs arbitrations between investors and industry participants Code of Arbitration Procedure for Industry Disputes (the Industry Code or Section 13000 of the FINRA Rules)—governs arbitrations between industry parties This note concerns issues relating to the arbitral panel (the panel) under the Customer Code. For guidance on the panel under the Industry Code, see...
Securities and Exchange Commission ( SEC) What is the SEC? Established by the Securities Exchange Act of 1934, the SEC came into being as that statute amended and reinforced the Securities Act of 1933, brought in after the 1929 stock market crash. Together, Acts sought to rebuild investor confidence in US capital markets by ensuring investors and the markets received more dependable information and clear, unambiguous rules for honest dealing. The SEC functions as an independent and autonomous government body responsible for supervising US securities markets, applying securities law, and overseeing exchanges that trade shares, options, and other securities......
This Practice Note was first prepared for Lexis Practice Advisor®, in the US. It outlines how online businesses that host user-generated content ( UGC)—including social networks, video platforms, and digital marketplaces—can reduce exposure to copyright claims by meeting the US Digital Millennium Copyright Act ( DMCA) safe harbour under 17 U. S. C. § 512(c). The DMCA contains four safe harbour provisions (sections 512(a)–(d)) that protect service providers from liability for infringement. This note concentrates on the UGC safe harbour, section 512(c), which is the safeguard most often relied upon. To invoke this defence, companies must take defined actions, such as running a notice-and-takedown system and putting a copyright policy in place. The safe harbour shields service providers from monetary damages, even where users commit infringement by posting unauthorised material. Although a qualifying company may still be sued, the remedies are limited, for...
Archived: This archived Practice Note gives corporate lawyers a concise overview of the principal features of corporate governance in the United States. In the context of directors’ duties, board organisation, the functions of the Chair, CEO and non-executive directors, committee composition, nominations and executive remuneration, it reviews the legislative and regulatory sources of governance obligations. Where appropriate, it references the listing rules of the New York Stock Exchange or the NASDAQ stock market. It places particular emphasis on the significant effects of the Dodd- Frank Act. It also highlights key proxy organisations and institutional investor groups within the USA corporate landscape. This Note is not maintained and is provided for background purposes only. Background Unlike the UK, the USA has not implemented a single corporate governance code for public corporations. Instead, governance requirements arise from a range of federal and state laws,...
ARCHIVED: This Practice Note has been archived and is not maintained Originally prepared for Lexis Practice Advisor® in the United States, this Practice Note outlines the copyright registration process and covers: the advantages of federal registration preparing and lodging a copyright application (online or on paper) applicable filing fees the deposit obligation replying to enquiries from the US Copyright Office the potential for preregistration of particular categories of works The Copyright Office also issued notices revising certain timing provisions and widening electronic submission options in response to the coronavirus ( COVID-19) pandemic. For an overview of copyright law, see Practice Note: US—copyright fundamentals [ Archived]. Benefits of copyright registration Copyright arises the moment an author commits an original work of expression to a fixed medium (for example, on paper, in a computer file, or as a sound...
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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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