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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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FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT will be brought together as a single, self-assessed tax on securities—the securities transfer charge ( STC)—to be paid and reported via a new online portal. The STC’s core features will broadly mirror the proposals consulted on in 2023. From Royal Assent, Finance Bill 2026 ( FB 2026) will confer a power for secondary legislation, enabling taxpayers to trial the digital service, calculate their stamp taxes on securities liabilities themselves, and submit transaction details electronically. For further detail on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be superseded by a single, self-assessed levy on securities — the securities transfer charge ( STC) — to be paid and reported via a new online portal. This consolidation forms part of the modernisation of the stamp taxes on shares framework. The STC’s core features are expected to broadly reflect the proposals consulted on in 2023. Finance Bill 2026 ( FB 2026) confers a power, effective from Royal Assent, for secondary legislation to be made so that taxpayers can trial the digital service, self-assessing their stamp taxes on securities obligations and submitting transaction details electronically through that service. For more on the programme to modernise stamp taxes on securities, see News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes; Tax update spring 2025— Stamp taxes on...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT are set to be superseded in 2027 by a single, self-assessed levy on securities—the securities transfer charge ( STC)—to be paid and filed via a new online portal. The STC’s design will broadly mirror the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) confers a power, commencing on Royal Assent, to make secondary legislation enabling taxpayers to pilot the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically through a digital service. For more information on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD...
Practice Note This Practice Note sets out the principal stamp duty and stamp duty reserve tax ( SDRT) consequences of a rights issue; specifically, it considers the stamp duty and/or SDRT treatment of: the issue of nil paid rights, any transfer or renunciation of those rights, the lapse of those rights, and the issue of the new shares. It is prepared on the basis that the securities offered under the rights issue are shares. However, this Practice Note does not apply to unlisted shares admitted to trading on a recognised growth market, such as AIM, because such shares are, in any event, exempt from stamp duty and SDRT. For more information on this exemption, see Practice Note: Growth market exemption from stamp duty and SDRT. In broad terms, a rights issue is an offer of new shares at a discount to existing...
FORTHCOMING CHANGE: Following the 2020 call for evidence, the 2021 outcome, subsequent consideration by the relevant HMRC and industry working group, and a 2023 consultation, the government confirmed in its consultation outcome of 28 April 2025 that, from 2027, stamp duty and SDRT will be replaced by a single self-assessed stamp tax on securities, broadly reflecting the proposals in the 2023 consultation document. As further confirmed at Budget 2025 on 26 November 2025, this new single tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) through a new online portal. For more information, see: News Analyses: Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares modernisation TAMD...
This Practice Note sets out practical advice on UK border changes concerning Sanitary and Phytosanitary ( SPS) inspections, effective from 30 April 2024, covering imports from the EU, the European Free Trade Area ( EFTA), and the rest of the world. Introduction The UK is obliged to create its own border arrangements for managing imports from the EU. This obligation took effect on 1 January 2021 following the UK’s exit from the EU customs union. From 1 January 2021, UK goods entering the EU have been subject to full EU border controls. By contrast, the UK did not apply border controls on EU imports until 1 January 2022. For guidance on the controls implemented at that time, see Practice Note: New UK border control with the EU as from 1 January 2022. The UK planned to introduce border controls with the EU in phases, allowing UK...
Genuineness and eligible role considerations in sponsored worker routes This Practice Note examines genuineness and eligible role issues across sponsored worker routes. These include, among other aspects, whether vacancies/roles genuinely exist, the financial viability of those roles, applicants’ qualifications/registration, the requirements of the job, and the worker’s intended purpose. The relevant criteria are found in the Immigration Rules for the Skilled Worker, Global Business Mobility and Scale-up routes, and also in the Sponsor Guidance that applies to all sponsored work routes. The original 2008 sponsored employment model under the Points- Based System was, in essence, self-certification—employers had to sign up to and maintain stringent compliance arrangements to gain a sponsor licence, after which they could assign their own Certificate of Sponsorship ( Co S), subject to periodic compliance visits and other checks to ensure they continued to meet sponsor duties, including accurate Co S...
This Practice Note presents three case studies exploring varied, practical situations in which licensed sponsors feature in mergers and acquisitions, whether through a relevant transfer under the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE 2006), or via a sale of shares. It also includes a case study addressing a licence re-organisation. Be aware that the Practice Note does not provide exhaustive information on the applicable sponsor duties, nor does it cover any recommended due diligence to be carried out before completion of the transactions concerned. Rather, it highlights several core, practical considerations and risks, aiming to demonstrate the key principles that govern this topic in a real‑life context. For fuller guidance on the sponsor duties that apply here, and on recommended due diligence, refer to:...
This Practice Note introduces supplementary protection certificates ( SPCs) and paediatric extensions ( PEs) in the UK. It outlines the reasons for their creation, when and how to apply, and how long they run. It also reviews leading rulings on SPCs from the courts of England and Wales, together with UK Intellectual Property Office ( IPO) guidance on SPC procedure... It further surveys numerous references to the Court of Justice on the interpretation of Regulation ( EC) 469/2009 and Regulation ( EC) 1610/96, which regulate SPCs for medicinal products and plant protection products within the EU (and, before Brexit, in the UK). The resulting Court of Justice decisions have defined the scope of SPC protection across the EU and the UK. For guidance on whether Court of Justice rulings bind UK courts, see Practice Note: Assimilated law— Assimilated case law. For a...
Last updated 12 March 2025. Tracker overview This Practice Note monitors special purpose acquisition companies ( SPACs) and cash shell companies that have joined trading on the London Stock Exchange’s Main Market or AIM since 2019. It likewise records any subsequent fundraisings, reverse takeovers, de‑listings, and transfers between markets through to completion of their investment (the de‑ SPAC transaction). UKLR listing category for shell companies On 29 July 2024, the UK Listing Rules introduced a distinct listing category for shell companies (including SPACs), with bespoke provisions set out in UKLR 13. These rules preserve the ‘ SPAC‑friendly’ measures (previously LR 5.6.18AG) enabling larger SPACs with specified investor protections to avoid the default presumption of suspension upon the announcement or leak of an acquisition. For further detail on the shell companies category see Checklist: UK Listing Rules ( UKLR) listing...
ARCHIVED : This Practice Note has been archived and is no longer maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, together with an explanatory memorandum. These regulations replace the assimilated UK Short Selling Regulation and introduce a new legislative framework governing short selling in the UK, defining designated activities and empowering the Financial Conduct Authority ( FCA) to set rules for those activities, alongside powers to act in exceptional circumstances. Certain parts commenced on 14 January 2025, with the remainder starting on the date the revocation of the UK Short Selling Regulation takes effect under FSMA 2023. The UK’s new regime removes obligations on investors when entering short positions in sovereign debt or sovereign credit default swaps ( CDS) and the linked reporting requirements, while keeping sovereign debt and sovereign CDS within the FCA’s...
Solicitors are generally not involved in deciding precisely where a client should invest and must take care not to provide financial advice unless authorised by the Financial Conduct Authority ( FCA). In most circumstances, it is appropriate for clients to obtain professional, independent guidance from a financial adviser. That guidance helps clients to shape their investment objectives by: identifying their actual income requirements weighing those requirements against the need to preserve capital determining a suitable risk profile Nevertheless, a solicitor may assist by explaining the different investment opportunities without endorsing any particular choice. In addition, a solicitor might carry responsibility as an attorney or deputy for administering an individual’s assets or investments. A sound, general grasp of the options available, particularly where they come by way of a third party’s recommendation, is essential so that decisions based on needs and objectives, as well as risk factors, can be...
Practice Note This Practice Note sets out a practical guide for IP solicitors and practitioners undertaking due diligence on a software business. It helps identify the principal IP rights tied to the company’s software offering, in particular copyright and patents. It also recommends verifying ownership of those rights and assessing any exposure arising from third-party interests or licensing arrangements. In addition, it encourages targeted questioning to reveal how the business deploys and governs its IP in practice, as well as the software-specific risks that may emerge from an IP standpoint. For many software enterprises, IP is a core asset and a significant contributor to valuation for prospective buyers. When running IP due diligence on a contemplated acquisition of a software company, practitioners should apply the standard considerations relevant to diligence on any business. For guidance, see: Practice Notes: IP issues to consider in asset purchase...
This Practice Note sets out the principal legal and commercial considerations for a purchaser contemplating the acquisition of a software business. It concentrates in particular on technology and intellectual property ( IP) matters, together with broader points that commonly arise on any business purchase. Dedicated and detailed treatment is given to due diligence. The analysis is primarily from the buyer’s viewpoint, while signposting issues that may concern the seller where appropriate. See also Practice Note: Corporate transactions for technology lawyers for deeper coverage of topics relevant to the IT dimensions of corporate deals. Matters of data protection fall outside the ambit of this Practice Note, but should still be taken into account as needed. For guidance on data protection considerations that might arise in a corporate acquisition (including in relation to IT systems), refer specifically to Practice Note: The impact of the UK GDPR on...
ARCHIVED: This Practice Note is archived and not kept up to date. It examines the legal and regulatory framework for the corporate form called a UK Societas. The UK Societas derives from the European company model—the Societas Europaea ( SE)—which, following the UK’s departure from the EU, can no longer be used domestically. This material is provided for context only. European companies and the impact of Brexit A European company, or Societas Europaea ( SE), is a corporate body that can be incorporated within the European Union (see Council Regulation 2157/2001/ EEC of 8 October 2001 on the Statute of a European Company (the SE Regulations)). Once established, it has separate legal personality, is entered on the register of the member state hosting its head office, yet enjoys EU-wide status and recognition. An SE is a public limited liability entity and is governed by the law of the...
SME R& D relief—additional deduction (pre-1 April 2024) This Practice Note addresses the principal research and development ( R& D) relief for small or medium-sized enterprises ( SMEs) for accounting periods beginning before 1 April 2024, subject to transitional provisions. For further detail, see Practice Note: SME R& D relief—tax credit (pre-1 April 2024). For the R& D expenditure credit that applies to periods beginning before 1 April 2024, see Practice Note: R& D expenditure credit (pre-1 April 2024). In this Practice Note, these two are collectively described as the pre-1 April 2024 schemes. For guidance on the schemes of relief for R& D generally applying to accounting periods beginning on or after 1 April 2024, see Practice Notes: The merged R& D expenditure credit (post-1 April 2024) and Enhanced relief for R& D-intensive loss-making SMEs (post-1 April 2024). SME R& D...
The Skilled Worker route The Skilled Worker route allows UK employers holding a valid sponsor licence to hire, or continue to employ, skilled individuals who are neither British nor Irish nationals. It is the principal route for entry to, and residence in, the UK for employment. The Practice Note: Sponsoring a Skilled Worker reviews the eligibility requirements connected to a sponsor issuing a Certificate of Sponsorship ( Co S), including the necessary skill level and salary. Once a Co S has been issued, and provided the applicant meets all other criteria, they can apply for entry clearance or permission to stay......
The statutory rules for share incentive plans ( SIPs) set out strict parameters for the type of trust that must run alongside a SIP and for what trustees may and may not do. Accordingly, when a new SIP is brought in, it will almost always require a fresh trust to be set up at the same time to support it. This Practice Note explains the requirements that govern SIP trusts, together with the duties and limitations placed on the trustees of those trusts. Requirement for trustees The trust sits at the heart of a SIP. To operate, a SIP must appoint a trustee body made up of UK‑resident persons. Consequently, every trustee—individual or corporate—has to be UK‑resident. Many listed companies opt for a single professional corporate trustee; alternatively, trustees may comprise a group of at least two individuals or a company...
ARCHIVED : This Practice Note has been archived and is not maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, accompanied by an explanatory memorandum. The regulations supplant the assimilated UK Short Selling Regulation and set out a new and comprehensive legislative framework governing short selling in the UK, defining specific designated activities applicable to short selling and conferring upon the Financial Conduct Authority powers to make rules for those activities, together with authority to intervene as appropriate in exceptional circumstances. Certain provisions took effect on 14 January 2025, with the remaining provisions then commencing on the day the revocation of the UK Short Selling Regulation takes effect under the Financial Services and Markets Act 2023. For a summary of the background to the new UK regime, see The UK Short Selling Regulation— Review of the UK Short...
Short selling: the two key types The onshored Short Selling Regulation, Assimilated Regulation ( EU) 236/2012 (the UK Short Selling Regulation), applies in the UK and sets out the definition of short selling in Article 2. Put simply, it is a method where a trader agrees to sell a security they do not presently own, seeking to profit by selling first and, later on, buying the same security back at a lower price so it can be returned to the original holder. The strategy hinges on a subsequent repurchase at a reduced price to realise a gain. Short selling occurs in the cash equities markets, and there are derivative equivalents that mirror the effect. A short exposure can also be established using index futures, options, and spread bets, offering alternative ways to implement the view that prices may fall. In summary, there are two types of short...
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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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