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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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STOP PRESS: On 28 October 2025, the FCA issued consultation paper CP25/29 setting out proposed rules and guidance for short selling activity. In April 2026, it followed with Policy Statement PS26/5, which explained its reply to feedback on CP25/29 and confirmed its final rules. Those rules sit in a new Short Selling Rules sourcebook ( SSR) and take effect on 13 July 2026. Short selling means selling a security that the seller has borrowed, or does not own, intending to repurchase it later at a lower price to realise a profit. This Practice Note outlines the principal elements of the updated UK framework created by the Short Selling Regulations 2025 ( SI 2025/29) and the FCA’s Short Selling Rules sourcebook ( SSR), which becomes effective on 13 July 2026. The UK short selling regime—background and purpose The Short Selling Regulations 2025 ( SSR 2025)...
This Practice Note surveys the various categories of ship registry operating worldwide before turning to UK ship registration processes, also covering who qualifies, the papers needed to record a vessel, renewal, and bringing an entry to an end on the UK Ship Register. Types of registry There are numerous forms of ship registry around the world, outlined below. Every shipowner must assess which kind of register is the best fit; the decision will typically turn on how restrictive each category is, together with the fees and any prospective tax or financial benefits available to the owner under each, with those limits, costs and advantages shaping the overall selection made. National registers These registers are found in nations such as Greece, often the more traditional maritime states......
Registration can have an important effect on the priority of competing security interests In broad terms, two registration frameworks exist: recording against the secured asset; and recording against the person granting the security This Practice Note deals with the former, where the collateral is a ship on the UK register. It provides a concise overview of the statutory regime for ship mortgages and then sets out how registration influences the ranking of competing security interests over vessels. For guidance on how filing against other asset classes affects priority, see the following Practice Notes: Effect of registering security at HM Land Registry or the Land Charges Department on priority of security interests Effect of registering security on the UK Register of Aircraft Mortgages on priority of security interests Effect of registering security at the IP registries on priority of security...
ARCHIVED: Released in 2020 and not actively maintained, this Market Standards trend report—produced with White & Case and Activist Insight, and featuring contributions from UBS Investment Bank, Georgeson and Greenbrook—examines recent UK shareholder activism, including a look back at H1 2020. It also sets out how companies can ready themselves for an activist approach and offers guidance for activists on running a successful campaign in the UK... What does the Market Standards trend report cover? Activity levels, such as the number of companies targeted and the capital committed to campaigns Target company profile, covering industry sector and size Activist profile, including the volume of first-time activists The nature of the demands activists are making How far activists succeed in securing their objectives How companies can prepare for an activist approach Tips for running a...
This Practice Note forms part of the Share purchase transaction collection. Beyond choosing whether to structure the deal as a share purchase or an asset purchase, numerous matters warrant attention at the outset, before due diligence and negotiation of the principal transaction documents. These points may influence the key commercial and legal terms, so both sides should address them before agreeing outline commercial terms (and signing heads of terms) and setting the transaction timetable. The issues highlighted below (and in the Practice Notes referenced) are likely to be relevant throughout the process—especially when negotiating the share purchase agreement—but they are raised early so lawyers for both parties can consider them and advise their clients as soon as possible. Corporate issues to consider Some principal corporate law points to assess at the start of the transaction are summarised below; not all will apply, depending on the nature of the...
For further details, refer to Checklist: Post-completion environmental issues (share purchase)—checklist. Deal with any environmental health and safety ( EHS) issues highlighted in the legal due diligence report Legal due diligence reports and share purchase agreements ( SPAs) may specify particular matters to resolve after completion. Typical steps include: Conducting a baseline phase 2 environmental audit Carrying out a phase 1 compliance audit to address items identified during due diligence Producing an asbestos management plan Implementing recommendations from a fire risk assessment or a legionella report With control of the property, the buyer undertakes these activities. The SPA may include arrangements for the seller’s lawyers to influence the post-completion programme, such as: Agreeing the scope of any environmental audits Granting access rights to complete specified works Providing for the seller to reimburse costs incurred by the...
What are performance conditions and why might they need amending? A performance condition is a pre-determined requirement that must be met before an award holder can realise value from an option or award, and is therefore usually tied to vesting or, where relevant, the exercisability of the option. These conditions may cover a range of measures, most commonly: overall performance of the company results of a particular division or business unit (ie the area in which the employee works) the individual performance of the employee award holder the performance of a specific team (whether a project team or a permanent team) Performance conditions can be set on an absolute or relative basis. For instance, company performance measures might be absolute (assessed against the company’s own targets) or relative (benchmarked against a peer group or a market index such as the FTSE 100). For...
This Practice Note outlines the principal UK tax rates, thresholds and allowances. It is intended as a quick reference, not an exhaustive source. It covers the primary rates, thresholds and allowances for UK resident individuals and companies. For historical data and more detail, refer to Whillans's Tax Tables. For broader information beyond the areas most relevant to share incentive lawyers, see the Practice Notes: Key UK tax rates, thresholds and allowances and Key UK tax rates, thresholds and allowances for Private Client. Income tax Income tax rates for individuals For participants in share incentives, the following income tax rates and bands apply: Starting rate for savings only: 0%; limit £5,000 in 2024–25 and 2025–26 Basic rate: 20%; band £0–£37,700 in 2024–25 and 2025–26 Higher rate: 40%; band £37,701–£125,140 in 2024–25 and 2025–26 Additional rate: 45%; over £125,140 in 2024–25 and 2025–26 These bands apply after the personal allowance of...
Private equity backed companies The challenges encountered by private equity backed businesses when deploying shares to motivate staff broadly mirror those experienced by other organisations. Nonetheless, these entities have certain distinctive characteristics that warrant attention. Private equity deals are commonly arranged through a parent company that, in turn, owns shares in the trading company. It is also frequent to see one or more intermediary holding companies positioned between the top holding entity and the trading company. The ultimate owners of the holding company, alongside management investors, will typically comprise one or more partnerships or investment funds. Control: Qualifying to grant tax-advantaged options Depending on the stake held by a private equity investor, and the control rights conferred by the company’s articles of association and any investment agreement, the company that issues the shares (the 'issuing company') may be regarded as controlled by another company. This...
ARCHIVED: This Practice Note is archived and not maintained. This year’s round-up surveys several headline developments from 2017 and looks ahead to what 2018 may bring. It covers changes to employee shareholder shares, salary sacrifice structures and disguised remuneration using employee benefit trusts ( EBTs) arising from the Rangers case. It also highlights updates to Lexis+® UK’s content, sharing news of notable advances over the last year and what is scheduled in the coming 12 months. Reviewing 2017 Employee shareholder shares What happened? After the government set a £100,000 cap for Capital Gains Tax ( CGT) relief in March 2016—considerably diminishing the appeal of employee shareholder shares ( ESS) for both employers and employees—the Finance Act 2017 abolished the CGT exemption and the income tax and National Insurance contribution ( NIC) reliefs for shares granted as consideration under ESS agreements entered into on or after 1 December...
SIP As the sole tax‑favoured share plan, a SIP allows participants to potentially realise unlimited growth in their shares without incurring income tax, National Insurance contributions ( NICs) or capital gains tax ( CGT). For all other tax‑advantaged arrangements—enterprise management incentives ( EMI), save as you earn ( SAYE) and company share option plans ( CSOPs)— CGT can arise on the increase in share value from the date the options were granted. By contrast, where an individual keeps their SIP shares within the plan until disposal, no CGT is payable on that disposal. Do note that if a disqualifying event occurs in respect of a SIP, the preferential tax treatment for SIPs will not apply to any awards made after that point. For more information, see Practice Note: SIPs—qualifying companies and type of shares— Restrictions on shares and...
This Practice Note describes: the awards available to employees under a Share Incentive Plan ( SIP) the statutory conditions which a SIP must satisfy the tax benefits of SIP awards A SIP is a tax-advantaged share arrangement designed to give employees of both listed and unlisted companies the chance to acquire shares (rather than options over shares) in their employer or its parent company. Shares obtained are held beneficially for employees by the trustee of a UK-resident trust (the SIP Trustee), on their behalf. To access the relevant tax advantages, a SIP must meet the conditions set out in Schedule 2 to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003), as a prerequisite. A company may establish a SIP solely for its own staff or, if it controls other companies, extend the plan to employees of one or more of...
A AIM A market for securities run by London Stock Exchange plc, featuring lighter admission criteria and ongoing obligations than the main regulated markets. Formerly the Alternative Investment Market, it is now referred to simply as AIM. AIM company A company with a class of its shares traded on AIM. Acquisition accounting An accounting method whereby the acquirer recognises the acquired assets and liabilities on its balance sheet at the acquisition date, with any difference between the consideration paid and the fair value of the net assets acquired recorded as purchased goodwill. Allotment Shares are treated as allotted when a person obtains the unconditional right to be entered in the company’s register of members in respect of those shares ( Companies Act 2006, s 558). Allotment is then followed by the issue of the shares. Allotment authority The authority under CA 2006, ss 549–551 enabling the directors to allot shares in the...
Stock appreciation rights In the US, stock appreciation rights are a familiar mechanism enabling employees to receive a sum reflecting any increase in the company’s share price over a defined period. In the UK, these are generally referred to as share appreciation rights ( SARs). Both quoted and private companies may grant SARs. In effect, a SAR is an unapproved (non-tax advantaged) share award, with a structure that can be highly adaptable. In outline, a SAR is: awarded over a specified number of shares; and set with a base value or exercise price, usually equal to the market value of the shares at grant SARs can be settled in cash or in shares. For a discussion of how a SAR differs from a phantom option, see Q& A: What is the difference between a phantom option and a SAR?......
This Brexit Securities Financing Transactions Regulation ( EU) 2015/2365 ( SFTR) quick guide outlines current UK legislation and retained EU legislation linked to the SFTR that are amended and/or revoked by the Transparency of Securities Financing Transactions and of Reuse ( Amendment) ( EU Exit) Regulations 2019, SI 2019/542 (the SFT Exit Regulations), and other regulations, at the end of the implementation period, together with the UK’s divergence from the SFTR following withdrawal from the EU, and related changes to Financial Conduct Authority ( FCA) rules and guidance. For an overview of Brexit-related Financial Services materials, see Practice Note: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived] and, for further details on EU/ UK SFTR divergence, see Practice Note: Quick Look Brexit Financial Services Legislation Status Guide— SFTR [ Archived]. The summary below explains the...
This Practice Note This Practice Note examines Part 5, sections 619–648 of the Income Tax ( Trading and Other Income) Act 2005 ( ITTOIA 2005), Ch 5—referred to here as the settlements code—which deems income arising within a settlement to belong to the settlor for income tax purposes. It applies to both onshore and offshore settlements alike. The Offshore trust avoidance—attribution of gains to settlors Practice Note covers the capital gains tax ( CGT) rules that seek to attribute gains realised within a settlement to the settlor. Under the settlements code, the settlor is charged to income tax on: income arising under a settlement in which the settlor retains an interest in the settlement the income of a settlement paid to the settlor’s minor child certain capital payments made to the settlor, including loans advanced However, where there is no element of bounty—ie no gratuitous...
This Practice Note has been archived and is no longer being updated. It brings together the successive HMRC guidance releases for the coronavirus ( COVID-19) Self- Employment Income Support Scheme ( SEISS) and includes tracked-change versions that mark revisions between editions, enabling practitioners to see at a glance which iteration of the guidance applied on any specific date... For a guidance tracker: providing details of the various versions of the HMRC guidance on the Coronavirus Job Retention Scheme ( CJRS), see Practice Note: Coronavirus Job Retention Scheme—guidance tracker [ Archived] providing details of the various versions of general guidance on coronavirus ( COVID-19), see Practice Notes: Coronavirus ( COVID-19)—guidance tracker for employment ( BEIS working safely guidance to 1 April 2022) [ Archived] Coronavirus (...
The seed enterprise investment scheme ( SEIS) The seed enterprise investment scheme ( SEIS), alongside the enterprise investment scheme ( EIS), aims to stimulate investment backing for smaller, higher-risk trading businesses by granting various tax reliefs to individuals acquiring newly issued shares in the companies concerned themselves. SEIS operates to detailed rules and stipulates multiple conditions that must be satisfied, covering in particular the following areas: the individual investors the shares issued, the funds raised and the overall arrangements in general the issuing company itself This Practice Note concentrates on the requirements applicable to the issuing company and any group to which it belongs (if there is one). However, the issuer must also carefully consider all the other SEIS conditions set out in the additional Practice Notes mentioned below in full. These requirements are framed by reference to SEIS income tax relief as...
A note-issuing company is the most frequently encountered form of securitisation company. This Practice Note summarises the criteria that must be met for a company to qualify as a note-issuing securitisation company, including: that the company must be party as a debtor to a capital market investment the notes: must be issued mainly to independent investors, and have a minimum value of £5m on issue (or £10m for securitisations entered into before 17 May 2022) the requirement that the company’s only business (aside from incidental activities) is confined to its securitisation activities, and the requirement to have a retained profit For more information on: the taxation of companies within the permanent securitisation regime, see Practice Note:...
ARCHIVED: This document is archived and no longer maintained This Practice Note summarises at a high level Assimilated Regulation ( EU) 2017/2402, known as the UK Securitisation Regulation. It is supported by the following measures: Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation), which adjusts the regulatory capital treatment under Assimilated Regulation ( EU) 575/2013 ( UK CRR) for both STS and non‑ STS securitisation exposures held by credit institutions and investment firms. Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation), which aligns the capital treatment under Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) for STS positions held by insurers and reinsurers with the UK CRR treatment of STS positions held by credit institutions and investment firms. For details on the UK CRR Amendment Regulation and the UK...
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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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