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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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Introduction to UK REACH REACH refers to Regulation ( EC) No 1907/2006 of the European Parliament and the Council, covering the registration, evaluation, authorisation and restriction of chemicals. Before REACH, there were significant concerns that risks from chemicals placed on the EU market were not being properly controlled or investigated, with the entire burden falling on public authorities. REACH sought to remedy this by moving the responsibility for evidencing understanding of chemical risks and managing them appropriately to those manufacturing and/or importing chemicals and goods containing them—that is, industry. In addition, REACH aims to: ensure a high level of protection of human health and the environment permit the free movement of substances within the EU market enhance the competitiveness and innovation of the EU chemicals industry promote alternative methods for assessing hazardous properties, such as quantitative structure–activity relationships At 11 pm ( UK time) on 31 December 2020, REACH was copied onto the UK...
Introduction to UK REACH ‘ REACH’ is the shortened name for Regulation ( EC) No 1907/2006 of the European Parliament and of the Council, which governs the registration, evaluation, authorisation and restriction of chemicals. Before REACH came into effect, there were concerns that the risks arising from chemicals placed on the EU market were not being properly controlled or thoroughly investigated, and that the entire responsibility for this fell on public authorities. REACH set out to remedy these issues by moving the onus for demonstrating understanding of, and effectively managing, chemical risks to those manufacturing and/or importing chemicals and articles containing them (i.e. industry). In addition, REACH seeks to: secure a high degree of protection for human health and the environment enable the free movement of substances within the EU market enhance the competitiveness and innovation of the EU chemicals...
Introduction to UK REACH ' REACH' is the shortened name for Regulation ( EC) 1907/2006 of the European Parliament and of the Council, covering the registration, evaluation, authorisation and restriction of chemicals (the REACH Regulation). Before REACH, there were concerns that risks from chemicals used and marketed in the EU were not being adequately controlled or investigated, and that public authorities bore the whole responsibility. REACH sought to tackle this by shifting the obligation to demonstrate understanding and to properly manage chemical risks to those manufacturing and/or importing chemicals and goods containing them (i.e. industry). ensure a high level of protection of human health and the environment allow the free movement of substances on the EU market enhance the competitiveness and innovation of the EU chemicals industry promote the use of alternative methods for assessing hazardous properties, such as quantitative...
Assimilated Regulation ( EC) 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals ( UK REACH) In force from 1 January 2021 Transposition deadline: N/ A Amending documents: TBC Annex amendments: TBC Subject: Environment; chemical products What is UK REACH? ' REACH' is the shortened title for Regulation ( EC) 1907/2006 of the European Parliament and of the Council, which covers the registration, evaluation, authorisation and restriction of chemicals. Before REACH, there were worries that the risks from chemicals used and sold in the EU were not being sufficiently controlled or examined, and that the entire responsibility for doing so sat with public authorities. REACH set out to tackle this by moving the duty to demonstrate understanding and to manage chemical risks appropriately to those...
This Practice Note outlines the regulated activities of giving basic advice to retail consumers on stakeholder products, and of providing advice on: securities, structured deposits and relevant investments loan-based crowdfunding agreements, and the conversion or transfer of pension benefits Providing basic advice to retail consumers on stakeholder products Under article 52B of the Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001, SI 2001/544 ( RAO), giving basic advice to retail consumers on stakeholder products constitutes a regulated activity. This encompasses advice delivered as a recommendation by a person ( P), in the course of a business carried on by P, to a ‘retail consumer’. The recommendation must concern a stakeholder product, and certain conditions attached to the provision of basic advice must be satisfied......
Qualifying R& D expenditure (post-1 April 2024) FORTHCOMING CHANGE: R& D tax reliefs advance clearances: Following an initial announcement at Autumn Budget 2024 within the government’s Corporate Tax Roadmap, and a consultation released at Spring Statement 2025, Budget 2025 confirmed the consultation outcome: a targeted R& D advance assurance pilot for specified elements of R& D claims by small and medium-sized enterprises will commence from spring 2026. This pilot will operate alongside the existing R& D advance assurance. For further details, see News Analysis: Budget 2025— Tax analysis. This Practice Note explains the scope of qualifying expenditure for the two R& D relief schemes below (both subject to detailed commencement and transitional rules): the merged R& D expenditure credit (the merged RDEC) for accounting periods beginning on or after 1 April 2024—see Practice Note: The merged R& D expenditure credit (post-1 April 2024); and the...
R& D capital allowances Research and development ( R& D) capital allowances are available to any taxpayer carrying on a trade, not solely companies. As a result, an individual, or a partnership of individuals, that cannot claim R& D tax relief may still access R& D capital allowances. Where expenditure might also qualify for other capital allowance regimes (such as plant and machinery allowances), the trader must decide which relief to use. Key points include: Only one category of capital allowance can be claimed for a specific item of capital expenditure. R& D capital allowances cannot be claimed for the same expenditure across more than one trade. From the Finance Act 2014 onwards, R& D allowances are no longer impacted by the restrictions in Part 14A of the Corporation Tax Act 2010 ( CTA 2010) that may apply following certain changes in company...
The qualifying asset holding company ( QAHC) regime The qualifying asset holding company ( QAHC) regime is an optional, tax-favoured framework for particular holding entities, described as 'asset holding companies' or ' AHCs', used within collective and institutional investment arrangements to own investment assets. The QAHC rules came into force on 1 April 2022. They formed a key early strand of the broader review of the UK funds regime, first announced by the UK government at Spring Budget 2020. AHCs that satisfy the conditions and elect into the QAHC regime receive modified tax treatment for their qualifying investment business, which is ring-fenced from any other ancillary activities they conduct. They also benefit from adjusted tax rules in relation to certain payments that they make and remit in practice. The QAHC regime is not designed to alter the taxation of profits from trading...
The qualifying asset holding company ( QAHC) regime The qualifying asset holding company ( QAHC) regime is an optional, tax‑favoured framework for certain holding companies—termed asset holding companies ( AHCs)—used within collective and institutional investment structures to own investment assets. Effective from 1 April 2022, the QAHC regime was an early strand of the wider review of the UK funds regime undertaken by the UK government, first unveiled at Spring Budget 2020. AHCs that meet the QAHC conditions benefit from adjusted tax rules for their qualifying investment business, which is ring‑fenced from any other ancillary activities they conduct. They also benefit from modified tax treatment for particular payments they make. This Practice Note explains how an AHC enters and leaves the QAHC regime, and what the implications are when those events occur. It also sets out the rules relating to breaches of the QAHC...
A UK-based purchaser of an overseas business should evaluate the following tax considerations: the prospective overseas and UK tax outlays linked to the acquisition tax-efficient ways to repatriate profits from the overseas entity to the UK buyer a tax-efficient exit strategy maximising the tax-efficiency of the target business This Practice Note is written from a UK tax perspective and also flags typical overseas tax points to address, including reporting, filing and compliance obligations. Local advice should be obtained in each jurisdiction in which the target operates. Overseas and UK tax costs associated with the acquisition of an overseas business The common UK and overseas tax costs relevant to acquiring an overseas business are summarised below. Transfer taxes Share acquisitions may attract local transfer or registration taxes, usually calculated as a percentage of the consideration for those shares, together with notary fees......
STOP PRESS relating to chargeable gains anti-avoidance provision: Clauses 37 and 38 of the Finance Bill 2026 (on introduction) revise the anti-avoidance provisions governing share-for-share swaps and reconstruction schemes. For shareholder reliefs on a share exchange ( TCGA 1992, s 135), the updated measures will take effect once Royal Assent is granted, and will apply to arrangements featuring the issue of company shares or debentures on or after 26 November 2025. However, the Finance Bill 2026 changes are disapplied where: a company submitted a TCGA 1992, s 138(1) application before 26 November 2025; HMRC, or the Tribunal, has confirmed approval of that application; and the share or debenture issue occurs before 26 January 2026 or, if later, within 60 days of the company receiving clearance. HMRC has issued interim guidance on the revised rules and the clearance process at CG- App19. For further detail on the new...
References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers ( Code), and references to the CA 2006 are to the Companies Act 2006. Glossary entries defined in the Definitions section at the start of the Code are flagged ‘( Code definition )’. A A Definition Acceleration statement ( Code definition ) An acceleration statement is a declaration by an offeror that brings forward the final date by which every condition to the offer must be satisfied or waived. See Practice Note: Offer tactics—revisions, extensions, acceleration statements and alternative offers— Acceleration statements and acceptance conditional invocation notices. Acceptance condition A condition to an offer that specifies the minimum level of acceptances below which the offeror may choose not to proceed. Rule 10.1 requires any offer for voting equity share...
Public M& A deals H1 2021— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material was issued in 2021 and is no longer updated or maintained. The Market Standards trend report delivers a detailed and in-depth examination of 22 firm offers, 24 possible offers, and two formal sale processes and/or strategic reviews all of which were announced by Main Market and AIM companies governed by the Takeover Code ( Code) in H1 2021. It offers perspective on public M& A trends and what we and our contributors anticipate for H2 2021 and thereafter and beyond. What does the Market Standards trend report cover? Topics addressed in the report include: outlook for H2 2021 deal values and volumes transaction structures hostile, rival and mandatory bids P2P deals UK and overseas bidder activity sector focus post-offer statements of intention ( POI statements) and coronavirus (...
UK government sustainable development strategy For over twenty years, the UK has restated its pledge to sustainable development, shaping its own interpretation through a succession of national sustainable development strategies. Much like the evolving definition itself, the UK-wide approach remains an ongoing endeavour. The UK’s strategy sets out policies designed to advance delivery of all 17 Sustainable Development Goals ( SDGs). Responsibility for implementing policy in devolved areas rests with Scotland, Wales and Northern Ireland. For further insight on sustainable development in the UK, see Practice Note: Sustainable development—definition and application at UK level. The Greening Government Commitments ( GGCs) specify the measures that UK government departments and their agencies will adopt to cut their environmental impacts. This sits within a drive to boost transparency and alignment with national and international sustainability commitments; however, uneven progress, funding and...
Public procurement—general principles UK public bodies’ purchase of goods, services or works is governed by EU‑derived regulations, notably: Public Contracts Regulations 2015 ( PCR 2015) for central and local government and public bodies Utilities Contracts Regulations 2016 for utility operators Concession Contracts Regulations 2016 where suppliers are paid by exploiting the works or services Framework agreements under PCR 2015 provide an efficient, flexible route to buy common or off‑the‑shelf needs and, save exceptionally, are limited to four years. The Crown Commercial Service ( CCS)—an executive agency of the Cabinet Office—aligns policy, advice and direct buying, using collective purchasing to deliver value. Its compliant frameworks include G‑ Cloud 13 (cloud hosting, software and support; now extended to 8 November 2024). CCS reported £3.8bn in benefits for 2022/23. Where needs are highly bespoke or ill‑suited to CCS frameworks, authorities may run their own procurement, typically using Cabinet Office/ Government Legal...
STOP PRESS As of 24 February 2025, the principal provisions of the Procurement Act 2023 ( PA 2023) are in effect. Procurements commenced on or after this date must proceed under PA 2023, while those started under earlier regimes must continue to be procured and managed in accordance with that legislation. See Practice Note: Introduction to the Procurement Act 2023— PA 2023. Public Contracts Regulations 2015 ( PCR 2015) Utilities Contracts Regulations 2016 Concession Regulations 2016 Defence and Security Public Contracts Regulations 2011 PCR 2015 as assimilated law PCR 2015 are EU‑derived domestic legislation and therefore constitute assimilated law under sections 2 and 6 of the European Union ( Withdrawal) Act 2018. For practical guidance on the status and interpretation of assimilated law, see Practice Note: Assimilated law. The drive to identify alternative service delivery models that enhance efficiency and...
ARCHIVED: This Practice Note has been archived and is not maintained. The UK’s public procurement framework originates from EU procurement rules and is therefore affected by Brexit. On 31 January 2020 (exit day), the UK ceased to be an EU Member State and its relationship with the EU became governed by the Withdrawal Agreement, which commenced on 1 February 2020 (see below). For background analysis, see: Exit day—the practice area/sector view. The Withdrawal Agreement set out transitional measures, creating a transition (described in UK implementing legislation as the implementation period) from exit day until 31 December 2020 ( IP completion day). During this timeframe, the UK continued to be treated as a Member State for many purposes, including public procurement. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (save to the...
This Practice Note outlines the principal features of the UK public offers and admissions to trading regime applying from 19 January 2026, as detailed in: The Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 ( POATRs) FCA Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ( PRM) (and the associated FCA policy statement PS25/9) FCA policy statement PS25/10: Final rules for public offer platforms, published on 15 July 2025 The POATRs, SI 2024/105, establish the statutory framework governing public offers of securities and the admission of securities to trading in the UK, replacing the former UK Prospectus Regulation. Two headline reforms are the removal of an express statutory obligation to produce a prospectus and the conferral of broader rule‑making powers on the FCA for admissions to trading and public offers. The FCA’s rules now determine when a...
This Practice Note outlines the UK regime governing public offers and admissions to trading of securities that took effect on 19 January 2026, replacing the earlier EU‑derived system. It highlights the rules for making public offers and seeking admission to trading, the prospectus regime, associated liability and sanctions under the new arrangements. Regulatory framework From 19 January 2026, a refreshed UK framework applies, which revokes: Assimilated Regulation ( EU) 2017/1129 (the UK Prospectus Regulation) and related delegated regulations certain parts of Part 6 of the Financial Services and Markets Act 2000 ( FSMA 2000) that deal with when a prospectus is required and prospectus liability, and the Financial Conduct Authority’s ( FCA) Prospectus Regulation Rules ( PRR) sourcebook The replacement regime is contained in: The Public Offers and Admissions To Trading Regulations 2024, SI 2024/105 (the POATRs), and a new FCA...
Public M& A deals H1 2016— UK— Market Standards Trend Report [ Archived] ARCHIVED: Published in 2016, this content is no longer updated. The report offers comprehensive, detailed analysis of the 42 firm and......
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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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