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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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ARCHIVED: This Practice Note is archived and is no longer maintained. It sets out information on Assimilated Regulation ( EU) 2017/2402 ( UK Securitisation Regulation). The UK securitisation regime— UK Securitisation Regulation and related legislation The key instruments forming the UK securitisation regime are: the UK Securitisation Regulation Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation), which renders the capital treatment of securitisations for banks and investment firms under Assimilated Regulation ( EU) 575/2013 ( UK CRR) more risk-sensitive and better able to reflect the specific features of STS securitisations Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation), which amends Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) to ensure alignment and consistency with the UK Securitisation Regulation and the UK CRR Amendment...
The UK securitisation framework From IP completion day (30 December 2020), the UK applies the following: Assimilated Regulation ( EU) 2017/2402 (the UK Securitisation Regulation) Assimilated Regulation ( EU) 2017/2401 (the UK CRR Amendment Regulation) Assimilated Regulation ( EU) 575/2013 ( UK CRR) Commission Delegated Assimilated Regulation ( EU) 2018/1221 (the UK Solvency II Delegated Act Amendment Regulation) Commission Delegated Assimilated Regulation ( EU) 2015/35 (the UK Solvency II Delegated Act) The UK government has undertaken a significant reform of the securitisation regime. For more on the proposed legal and regulatory framework for UK securitisations, see Practice Note: The new UK securitisation regime. The PRA’s supervisory statement SS10/18— Securitisation: General requirements and capital framework, updated by the PRA’s policy statement PS7/24— Securitisation: General requirements and also effective from 1 November 2024, sets out the PRA’s...
Rationale Securitisation is the transfer of sizeable portfolios of income‑generating assets to a special purpose vehicle ( SPV). The SPV finances the purchase price by issuing interest‑bearing securities—commonly termed ‘bonds’ or ‘notes’—into the capital markets. These securities benefit from security over the assets and/or the cashflows they produce (the ‘receivables’). Cashflows from the receivables are applied to pay interest and to repay principal on the securities. Types of receivables that can be securitised include: mortgage payments bank loan repayments lease/rental payments credit card repayments insurance premium payments Benefits of securitisation include: cheaper borrowing—the SPV may achieve a higher credit rating than the debtor company (originator). Either the obligors for the receivables carry a stronger rating than the originator, or credit rating agencies may find it simpler to rate a single asset (the receivables) rather than the...
This Practice Note reviews the nature and objectives of stabilisation, the way stabilisation is conducted, the potential offences that may arise when performing stabilisation, and the availability of the safe harbour under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) No 596/2014) and the UK Buy-back and Stabilisation Regulation ( Assimilated Regulation ( EU) 2016/1052, which supplements the Market Abuse Regulation by setting regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures). For commentary on the stamp duty and stamp duty reserve tax consequences of a stabilisation transaction, see Practice Note: Stamp duty and SDRT implications of stabilisation transactions, including the over-allotment or greenshoe option (a subscription to Lexis+® UK Tax will be required). What is stabilisation? Stabilisation is, at its core, the artificial intervention in the market price of securities to keep the price at a chosen level and...
Introduction This Practice Note is one of two that set out an overview of the processes, law and regulation that govern how the clearing and settlement of securities operates within the UK. This Practice Note concentrates specifically on the clearing aspect of the overall process. For further information concerning the settlement aspect of the process, see Practice Note: Clearing and settlement of securities—settlement. Background to clearing and settlement ‘ Clearing and settlement’ is the term commonly used to describe the post‑trade process that follows the agreement of a trade in a financial instrument, under which the obligations of each party to that trade are first confirmed, and then fulfilled. A transaction in securities will ordinarily proceed through the following stages: confirmation of the trade clearing, and settlement The first two stages are outlined in greater detail below. The third stage is addressed in...
This outlines ongoing and completed merger transactions where the UK government has acted on public interest considerations under the Enterprise Act 2002. Ongoing cases Parties Stage Public interest ground Industry sector; product market Decision Daily Mail and General Trust plc/ Telegraph Media Group — Phase 1 — Media plurality — Communications Public Interest Merger Reference ( Telegraph Media Group Holdings Limited) ( Pre-emptive Action) Order 2026 published—19/02/2026 Secretary of State for Department for Culture, Media and Sport issues a PIIN—12/02/2026 Case page Completed cases 2025 Parties Stage Public interest ground Industry sector; product market Decision Red Bird IMI/ Telegraph Media Group (anticipated acquisition) — Phase 1 — Media plurality — Communications Second...
For both the investing private equity fund and the target’s leadership, the prime lure of a private equity-backed buyout is the chance to crystallise a meaningful gain on exit. There are several potential paths to exit from such an investment, most typically: a trade sale to another company operating within the same sector, a flotation ( IPO), or a secondary buyout ( SBO). The ultimate route will hinge on considerations such as public market appetite for a listing and whether credible purchasers are available. Management often influence the decision, and may favour renewed private equity support via an SBO when the business model and prevailing market backdrop align. A secondary buyout ( SBO) is, in essence, a private equity-backed acquisition of a company that has already undergone a private equity-backed buyout. In an SBO, the existing private equity owner exits its stake, though the current...
This Practice Note is archived following the government’s announcement on Tuesday 18 October 2016 to scrap plans for a secondary annuity market, on the basis that the consumer protections required would have constrained the market’s development. For details of this decision, see Decision to cancel plans for the creation of a secondary annuity market, below. As a result, pensioners who sell annuity income remain liable to an unauthorised payment tax charge of 55%—rising to 70% in some instances—where they reassign their annuity. For further guidance on unauthorised payments, see Practice Note: Authorised and unauthorised payments. Meaning of 'secondary annuity market' The phrase ‘secondary annuity market’ first surfaced after the March Budget 2015, when the government indicated an intention to remove limits on buying and selling existing annuities, permitting pensioners to sell annuity income to institutional investors (eg insurance companies, pension funds, asset managers and...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework From 2027, stamp duty and SDRT will be replaced by a single, self-assessed tax on securities—the securities transfer charge ( STC)—which will be paid and reported via a new online portal. The STC’s design will broadly reflect the proposals set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) provides, with effect from Royal Assent, a power for secondary legislation so taxpayers can trial the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically. For further information on the modernisation of stamp taxes on securities, refer to 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...
A company is generally understood to possess an implied authority to share its profits with its members, save where its articles of association state otherwise. A dividend constitutes one category of distribution that a company may make to its members; in practice, dividends are the distribution most frequently paid by companies. Any distribution must satisfy the requirements of Part 23 of the Companies Act 2006 ( CA 2006), together with the applicable common law principles on distributions as adapted by that Part, if it is to be lawful. For an exploration of the legal framework and practical aspects of company distributions, see Practice Note: Distributions. For guidance on the ramifications of breaching the law on distributions, see Practice Note: Unlawful distributions. In ordinary usage, a ‘dividend’ means a portion of profits, whether at a fixed percentage or otherwise, apportioned to the holders of a...
Summary of tax treatment The tax advantages available under a ‘ Schedule 2 share incentive plan ( SIP)’ are substantial indeed for both employees and employers. Staff who buy partnership shares through a SIP can avoid income tax and National Insurance contributions ( NICs) at their combined marginal rate, and may enjoy tax-free increases in the value of those shares. In addition, free, matching and dividend shares can, in some cases, be obtained and disposed of without any liability to income tax, NICs or capital gains tax ( CGT). Employers can reduce employer NICs and the apprenticeship levy, which can amount to a meaningful saving where many employees take part in the SIP. Shares obtained via a SIP must usually be retained for at least five years (dividend shares for three) to secure full income tax and NICs relief, which can itself operate as a...
The Scale-up route The Scale-up route enables businesses that have posted strong recent growth to secure a Home Office sponsor licence so they can hire highly skilled non- British or Irish nationals who ‘have the skills needed to enable the Scale-up business to continue growing’. This is, at the outset, a sponsored and in name a points-based pathway, brought into the Immigration Rules, Appendix Scale-up, on 22 August 2022. To qualify for a Scale-up sponsor licence, an organisation must meet the core set of key requirements that it: has recorded annualised growth of at least 20% across the prior three-year period, measured by either employment (headcount) or turnover; and had a minimum of ten employees at the beginning of the relevant three-year period Following limited uptake, on 13 April 2023 the Home Office introduced an ‘ Endorsing Body Pathway’ for organisations unable to satisfy the above...
The types of income chargeable to tax as 'savings and investment income' include: interest, being income within ITTOIA 2005, ss 369–381 purchased life annuities, being income within ITTOIA 2005, ss 422–426 deeply discounted securities ( DDS), being income within ITTOIA 2005, ss 427–460 income arising under the accrued income scheme chargeable event gains on life policies for which an individual (or the personal representatives of a deceased individual) is liable to income tax This Practice Note primarily examines how interest, the leading form of savings income, is taxed. It also addresses income falling under the accrued income scheme. Interest can be viewed as consideration for one person’s use (or retention) of money that belongs to another. Consequently, for a payment to qualify as interest there must be an identifiable principal on which the return is computed, and both the...
This Practice Note outlines the financial sanctions reporting duties for firms authorised by the Financial Conduct Authority ( FCA) under the Financial Services and Markets Act 2000 ( FSMA 2000), as well as those under the FCA’s broader supervisory remit, including e‑money institutions, payment firms and cryptoasset businesses (together, firms). It explains how firms must notify the FCA of sanctions breaches, suspected breaches, and any deficiencies in their sanctions systems and controls. It also sets out the FCA’s expectations on reporting to the Office of Financial Sanctions Implementation ( OFSI) and on making a Suspicious Activity Report ( SAR) where appropriate, the arrangements for information exchange between OFSI and the FCA, and the FCA’s sanctions‑related financial crime annual return ( REP‑ CRIM). For a summary of the UK legal and regulatory sanctions architecture for firms, see Practice Note:...
This Practice Note offers an overview of international sanctions regimes. It clarifies what sanctions mean, differentiates between financial sanctions and trade sanctions, and outlines the distinct legal frameworks through which international sanctions are imposed, including UN sanctions, UK domestic sanctions and EU sanctions. It also describes how sanctions are enforced and how, in the UK, penalties for breaching sanctions are applied. What are sanctions? Sanctions are temporary restrictions or bans put in place by governments that govern how their nationals and entities deal with sanctioned states or regimes. They may, for instance, forbid particular categories of goods from being exported to, or imported from, a sanctioned country, or designate individuals, companies or vessels in that jurisdiction with whom business is prohibited. In some situations, specific activities can be authorised under a licence issued by the competent...
FORTHCOMING CHANGE: On 26 November 2025, within Budget 2025, it was confirmed that from April 2029 only the first £2,000 each tax year of pension saving via a salary sacrifice arrangement will be free from National Insurance contributions ( NICs). Employee pension amounts exchanged above £2,000 annually will attract both employer and employee NICs, meaning the excess over £2,000 will, for NICs, be handled like standard employee workplace pension contributions. Employer pension funding is unchanged, and income tax relief also remains intact. Employers must report total salary foregone using current payroll systems, and HMRC has pledged to work with stakeholders. Further HMRC guidance will appear ‘before April 2029’. The National Insurance Contributions ( Employer Pensions Contributions) Bill 2026 will add a new subsection to section 4 of the Social Security Contributions and Benefits Act 1992, empowering ministers to make regulations so...
This Practice Note sets out practical guidance on securing proof of origin. It explains the practical aspects of obtaining such evidence under the UK’s free trade agreements, the Developing Countries Trading Scheme, and the non‑preferential rules of origin. Introduction Rules of origin define whether a product genuinely originates in a particular country or territory. A product’s origin determines if it receives more favourable treatment under a specific free trade agreement. Origin is also relied upon to: implement anti‑dumping duties, countervailing measures and, to a limited extent, safeguard measures apply labelling and marking requirements to imported goods ensure government procures products from the required source track trading activity for trade statistics To claim the benefit of origin, importers or exporters must supply proof of the goods’ origin. What rules of origin apply? The first step is to identify which rules of origin apply....
This Practice Note This Practice Note is intended for use when identifying the applicable law in proceedings before the courts of England and Wales concerning events that resulted in damage, where those events took place on or after 1 January 2021. Where a dispute involves a conflict of laws between parts of the UK, or between the UK and Gibraltar, UK Rome II applies where the harmful event occurred on or after 11 January 2009. For events falling outside these dates, the UK courts will apply a different applicable law regime, determined by the date of the event. For guidance on those regimes and how they relate to one another, see Practice Note: Applicable law regimes. This Practice Note summarises the special rules that govern particular categories of claim under UK Rome II, Regulation ( EC) 864/2007 on the law applicable to...
This Practice Note uses the term UK Rome II throughout. The regulation governs choice of law for matters in which the tortious harmful event took place on or after 1 January 2021. It was previously labelled Retained Rome II, but from 1 January 2024 it has been styled Assimilated Rome II—the alteration is in the title alone; the substance of the regulation is entirely unchanged. Judicial decisions may still cite it by either designation. For convenience, this Practice Note refers to the instrument as UK Rome II throughout. For details on assimilated law, consult Practice Note: Assimilated law. What are the rules governing applicable law from 1 January 2021? Regulation ( EC) 864/2007 on the law applicable to non-contractual obligations ( Rome II) was an EU regulation brought into effect and applied in English law, in relation to harmful events occurring on or after 11...
This Practice Note is intended for use when identifying the governing law to be applied where a contract was concluded on or after 1 January 2021. For agreements made before 1 January 2021, the UK courts will apply a different governing law regime. The regime engaged will depend on the date on which the contract was concluded. For assistance on the various regimes and how they interact, see Practice Note: Applicable law regimes. This Practice Note refers to UK Rome I, Regulation ( EC) 593/2008. That regulation is applied when deciding the applicable law in cases in which the contract was concluded on or after 1 January 2021. Formerly described as Retained Rome I, since 1 January 2024 it has been styled Assimilated Rome I—the alteration is to the title alone and not to the provisions within the regulation....
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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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