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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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As this Practice Note outlines, termination payments come in numerous forms, and the first task at the outset is to determine whether the particular payment is chargeable as earnings under section 62 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), or instead falls within alternative charging provisions in ITEPA 2003, before assessing if the £30,000 exemption in ITEPA 2003, s 403, can apply to that payment in the circumstances. In everyday understanding, 'tax' typically embraces National Insurance contributions ( NICs), because NICs reduce disposable funds much like conventional taxation. Accordingly, the NICs consequences must be weighed when judging the financial efficiency of any such payment. However, as NICs are governed by their own statutory regime, which does not mirror the tax code, their treatment should always be addressed separately when reviewing a termination payment. This separation ensures clarity and helps...
This Practice Note brings together material on the following fiscal events and announcements: Spring Statement 2025, held on 26 March 2025 Tax update spring 2025, held on 28 April 2025 Spending Review 2025, held on 11 June 2025 Legislation Day 2025, held on 21 July 2025 Budget 2025, held on 26 November 2025 the introduction of Finance Bill 2026, also referred to as Finance Bill 2025–26 and Finance ( No 2) Bill 2024–26 ( FB 2026), introduced to Parliament on 2 December 2025 and its subsequent enactment as Finance Act 2026 ( FA 2026) on 18 March 2026, and the introduction of the National Insurance Contributions ( Employer Pensions Contributions) Bill to Parliament on 4 December 2025 It collates updates spanning statements, reviews, legislation and the Budget. For detail on the Budget and Finance Bill procedures, as well as the broader fiscal timetable more generally, see Practice Note: The Budget and Finance Bill...
ARCHIVED This Practice Note is archived and no longer maintained. It compiles material on fiscal events across the 2024–25 tax year, covering: Tax Administration and Maintenance Day ( TAMD), held on 18 April 2024 Tax legislation day ( L Day), which occurred on 29 July 2024 Autumn Budget, delivered on 30 October 2024 The publication of Finance Bill 2025 ( FB 2025)—also referred to as Autumn Finance Bill 2024 and Finance Bill 2024–25—issued on 7 November 2024, which obtained Royal Assent on 20 March 2025 and was enacted as Finance Act 2025 ( FA 2025) For further details on the annual Budget and Finance Bill process, including how a general election can alter the usual schedule, see Practice Note: The Budget and Finance Bill process. Tax Administration and Maintenance Day ( TAMD) TAMD took place on 18 April 2024. No TAMD...
Produced with input from Rebecca Cousin of Slaughter and May on market practice This Practice Note sets out the nature of a scheme of arrangement in the takeover setting, outlining its statutory footing under the Companies Act 2006 ( CA 2006), the customary types of scheme, and the core requirements for putting a scheme into effect for a takeover. There are two principal routes for acquiring a UK public company: by means of a contractual takeover offer under CA 2006, s 974 (offer) by means of a scheme of arrangement under CA 2006, Pt 26 (scheme) The two frameworks differ in key respects and each presents its own pros and cons. See Practice Note: Structuring a takeover—offers vs schemes of arrangement, which compares and contrasts the main characteristics, and the advantages and disadvantages, of each route. Further detail on the nature and...
Brexit impact Brexit has altered how the UK takeover framework operates, notably in these respects and practical areas: the complete end of prospectus passporting arrangements between the UK and the EEA (particularly significant for securities exchange offers involving shares) the removal of shared jurisdiction rules under the City Code on Takeovers and Mergers ( Code), eliminating the previous parallel oversight the repeal of the Companies ( Cross- Border Mergers) Regulations 2007, ending that statutory route For more on these points and other Brexit-driven adjustments, see Practice Note: Brexit— UK takeover regime [ Archived] for further guidance. Status of the Panel and the Code Formed in 1968, the Panel operated without statutory or other legal authority to oversee public company takeover activity across the market. From the outset, it has comprised representatives of leading institutions in the City of London, and,...
This Practice Note outlines how to accept a takeover offer in respect of shares held through CREST. It does not include an introduction to CREST or uncertificated securities, nor practical steps for transferring CREST holdings. For guidance on those topics, including a primer on key terms, see Practice Note: CREST and uncertificated shares—an introduction. For information on the conduct of different shareholder and general corporate actions within CREST, see Practice Note: CREST—shareholder and general corporate actions. For an explanation of the procedure for launching a rights issue via CREST, see Practice Note: CREST—rights issues. For an explanation of the process for implementing an open offer in CREST, see Practice Note: CREST—open offers. Takeover offers in CREST Takeover offers are largely beyond the remit of this Practice Note; however, this Note explains how acceptance can be given for CREST-held shares. It does not...
This Practice Note, informed by market practice insights from Rebecca Cousin of Slaughter and May, explores the early issues an offeree must weigh after being approached by a prospective offeror. It addresses the need for secrecy before any announcement of an offer or possible offer, the announcement obligations from the offeree’s perspective, the choice whether to recommend the offer, and the negotiation of the offer terms. For commentary on preparatory steps a quoted company might take in advance of any approach, see Practice Note: Prior to an approach—the offeree. Initial approach from the offeror On receipt of an initial takeover approach, the offeree should remain in listening mode, give no reply that discloses its view of the proposal, and avoid initiating negotiations. If a director other than the chair, deputy chair or CEO receives a call about a potential offer, that director should refer the...
To many, the formal announcement of a bidder’s firm intention to make an offer for a company’s shares signals the start of a takeover. For those managing the target’s share plans, however, the starter’s pistol sounds weeks earlier, at the point of the initial approach to the target. The timeframe from that pre-announcement stage through to completion is overseen by the Takeover Code. From 3 February 2025, the Code will apply to offers for, broadly, any company listed or admitted to trading on a UK regulated market, a UK multilateral trading facility, or any stock exchange in the Channel Islands or Isle of Man (including a company that until recently had such a listing or admission) with its registered office in the UK, the Channel Islands or the Isle of Man. This amounts to a narrowing of the Code’s scope compared with its reach...
Rule 32— Setting the scene This Resource Note summarises the key provisions of Rule 32 of the City Code on Takeovers and Mergers (the Code), which concerns revisions to offers, including the obligation to publish a revised offer document, no increase statements, competitive situations and the offeree board’s opinion on any revised offer. It signposts pertinent materials, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to offer practical support on interpreting and applying Rule 32. Code and Lexis+® UK resources Practice Statements issued by the Panel Executive (the body handling the day-to-day supervision and regulation of takeovers) ( Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code...
All change at the To P: taking stock of the changing nature of the UK takeover regime This Practice Note originated as an article, ‘ All change at the To P: taking stock of the changing nature of the UK takeover regime’, published in the April 2016 Butterworths Journal of International Banking & Financial Law [2016] 4 JIBFL 234. Amendments to the Takeover Code that came into force on 12 September 2016 post-dated that publication. This Note substantially mirrors the article and has not been updated for those Code changes... In 2011, following the takeover of Cadbury plc by Kraft Foods, Inc., the Panel on Takeovers and Mergers introduced a series of changes to the City Code on Takeovers and Mergers. The aims were to restore balance in favour of target boards, to ensure more weight is given to the views of people affected by bids...
Rules 14 and 15 of the City Code on Takeovers and Mergers ( Code) These provisions cover scenarios in which a principal offer is made for an offeree’s equity where the offeree has more than one class of share capital and/or outstanding convertible securities, options, warrants, or rights to subscribe for offeree shares......
This Resource Note summarises the principal provisions of Rule 4 of the City Code on Takeovers and Mergers ( Code), which governs restrictions on dealings during a takeover. It flags key materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 4. This Resource Note covers the following materials: Detailed notes accompanying the Code ( Notes), which elaborate on the intended implementation of the Rules, and relevant Appendices addressing particular matters Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive), offering informal guidance on the Executive’s normal interpretation and application of the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public...
Rule 38— Setting the scene This Resource Note summarises the key provisions of Rule 38 of The City Code on Takeovers and Mergers (the Code), which governs dealings by connected exempt principal traders. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on interpreting and applying Rule 38... Code and Lexis+® UK resources Materials referenced in this Resource Note include: Practice Statements issued by the Panel Executive (the team responsible for day-to-day takeover supervision and regulation) ( Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports from the Panel...
Rule 37— Setting the scene This Resource Note summarises the core features of Rule 37 of the City Code on Takeovers and Mergers ( Code). It concerns company share repurchases, companies with dual class share arrangements and the enfranchisement of a company’s non‑voting shares, and the situations in which such structures or arrangements could trigger a mandatory offer under Rule 9 of the Code. It also flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 37. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) ( Executive) giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and...
Rule 35— Setting the scene Code and This Resource Note sets out the principal elements of Rule 35 of the City Code on Takeovers and Mergers (the Code), which governs post-offer constraints, including restrictions on announcing a further offer within 12 months of the original offer lapsing, purchasing any interests in the offeree’s shares above the offer price within six months after the close of a prior offer, and the conduct of a competing offeror whose bid has lapsed. It signposts pertinent materials, Panel commentary and guidance, together with Lexis+® UK analysis and resources, to provide practical assistance on how Rule 35 is interpreted and applied. Materials addressed in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) ( Executive) offering informal guidance on how the Executive typically interprets and applies the...
This Resource Note sets out the key aspects of Rule 34 of the City Code on Takeovers and Mergers (the Code), addressing shareholders’ rights to withdraw in the context of takeover offers. It points to pertinent materials, commentary and Panel guidance, together with Lexis+® UK analysis and tools, to provide practical help on reading and applying Rule 34. Materials featured in this Resource Note include: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) ( Executive), giving informal indications of the Executive’s usual interpretation and application of the Code Panel Statements issued by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee The Panel’s Annual Reports discussing general matters ( Annual Reports) relevant Lexis+® UK...
Rule 31— Setting the scene Code and Lexis+® UK This Resource Note summarises the key elements of the current iteration of Rule 31 of the City Code on Takeovers and Mergers ( Code). Rule 31 concerns the requirement that all offer conditions are fulfilled by Day 60, when and how the offer timetable can be paused or prolonged, the deployment of acceleration statements and acceptance condition invocation notices ( ACINs), and the limits on an offeree disclosing material new information after Day 39, among other procedural matters. It signposts relevant materials, commentary and guidance from the Panel, alongside Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 31 within the Code framework. Materials included in this Resource Note comprise the following sources, as set out below: Practice Statements issued by the Panel Executive (the body that...
This Resource Note outlines the main provisions of Rule 27 of The City Code on Takeovers and Mergers ( Code) This note summarises Rule 27, which obliges the announcement of any material updates to information contained in documents or announcements issued by an offeror or offeree in relation to an offer, as well as any significant new information that should have been included in earlier publications during the offer period. It also sets out the content standards for later documents connected to the offer after the initial offer document or the offeree board circular has been published. It signposts relevant materials, commentary and guidance from the Panel, together with Lexis+ UK analysis and resources, to provide practical assistance on interpreting and applying Rule 27. Materials addressed include: Practice Statements from the Panel Executive (the body responsible for day-to-day takeover supervision and...
Rule 25— Setting the scene This Resource Note summarises the principal provisions of Rule 25 of the City Code on Takeovers and Mergers ( Code), which governs the content and publication requirements of offeree board circulars. It highlights relevant materials, commentary and guidance from the Panel, together with Lexis+® UK analysis and resources, to provide practical guidance on the interpretation and application of Rule 25. Code and Lexis+® UK resources Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body that carries out the day‑to‑day work of takeover supervision and regulation) to give informal guidance on how the Executive normally interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) published by the Code Committee Annual Reports...
Resource Note This Resource Note summarises the core provisions of Rule 24 of the City Code on Takeovers and Mergers (the Code), which sets out the content and publication standards for offeror documents. It signposts pertinent materials, Panel commentary and guidance, plus Lexis+® UK analysis and tools, to provide practical assistance on interpreting and applying Rule 24... Materials included Practice Statements issued by the Panel Executive (the Executive), offering informal insight into the Executive’s usual approach to the Code Panel Statements ( P/ S) released by the Panel and Panel Instruments Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code Committee Annual Reports from the Panel discussing broad matters ( Annual Reports) Relevant Lexis+® UK resources Rule 24— Setting the scene Code and Lexis+® UK resources What it covers Rule 24 addresses the required content and...
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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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