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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
Most recent Practice notes
Public M& A deals H1 2013— UK— Market Standards Trend Report [ Archived] ARCHIVED: Published in 2013, this content is not currently maintained. The report explores prevailing market trends with regard to......
Public M& A deals H1 2022— UK— Market Standards Trend Report [ Archived] ARCHIVED: This Practice Note is archived and is no longer maintained. The Market Standards trend report delivers detailed analysis of the 27 firm offers, 31 possible offers and ten formal sale processes and/or strategic reviews announced for Main Market and AIM companies governed by the Takeover Code ( Code) in H1 2022. It also provides insight into public M& A trends and what we and our contributors anticipate for H2 2022 and thereafter. What does the Market Standards trend report cover? 2022 outlook Value and volume of deals Transaction structures Hostile, rival and mandatory bids Public-to-private transactions Activity by UK and overseas bidders Industry focus Shareholder engagement Legal and regulatory developments The report assesses high-profile transactions, including the competing approaches for M& C Saatchi by...
Public M& A deals H1 2017— UK— Market Standards Trend Report [ Archived] Archived: This material was published in 2017 and is not maintained. The Market Standards Trend Report delivers detailed, in-depth analysis of the 52 announcements of firm and possible offers concerning companies governed by the Takeover Code in the first half of 2017. It provides insight into public M& A developments and what we might anticipate over the remainder of 2017 and beyond. The report features expert commentary from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn. Topics covered include transaction......
Public M& A deals H1 2015— UK— Market Standards Trend Report [ Archived] ARCHIVED: Released in 2015 and no longer maintained. This report delivers comprehensive analysis of the 46 as set out......
Public M& A deals H1 2014— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material has...
Public M& A deals 2018— UK–– Market Standards Trend Report [ Archived] ARCHIVED: This content was published in 2019 and is not maintained. The Market Standards trend report delivers in-depth analysis of the 42 firm and 49 possible offer announcements for companies governed by the Takeover Code in 2018. It shares insight on public M& A patterns and what we might anticipate in 2019 and thereafter. What does the Market Standards trend report cover? deal structures value and volume of deals hostile takeover activity industry focus public-to-private transactions UK and overseas bidder activity post-offer undertakings disclosure of bidder’s intentions legal and regulatory developments The report also examines high-profile transactions, including Melrose’s hostile offer for GKN and the competing......
Public M& A deals 2017— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material was issued in 2018 and is no longer updated. The Market Standards Trend Report delivers a comprehensive examination of the ninety firm, as well as possible, offer announcements concerning companies governed by the Takeover Code in 2017. It provides insight on public M& A trends and what we may expect to see in 2018 and beyond. The report features expert analysis from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn, and Adam Cain, Senior Associate at Pinsent Masons. Areas explored include transaction structure, among other topics as well,......
Public M& A deals 2016— UK— Market Standards Trend Report [ Archived] ARCHIVED: This content was published in 2017 and is not maintained. The Market Standards Trend Report offers detailed and thorough analysis of the 94 firm and possible offers announcements concerning companies subject to the Takeover Code during 2016. It provides clear insight into public M& A trends and what we might expect in 2017. The report includes expert commentary from Robert Ogilvy Watson, Partner at Ashurst LLP, Leon Ferera, Partner at Jones Day, and Rob Hutchings, Partner at Pinsent Masons LLP......
Public M& A deals 2014— UK— Market Standards Trend Report [ Archived] ARCHIVED: This material was issued in 2015 and is not currently maintained at present. The report seeks to offer insight into developments in public M& A activity across 2014 and also considers what we might......
This year’s Public Law annual round-up surveys the most significant developments of 2017 and signals what is on the horizon for 2018. It includes updates and analysis on: the early UK parliamentary general election the introduction of public sector gender pay gap reporting developments in judicial review procedure key public procurement case analysis implementation of the General Data Protection Regulation, Regulation ( EU) 2016/679 and Brexit, which is also the subject of a separate round-up Also featured are updates on Lexis Nexis® content, with news of notable developments from the past year and what is coming up in the next 12 months. Reviewing 2017 Constitutional and administrative law What happened? On 18 April 2017, Prime Minister Theresa May declared her intention to call an early UK parliamentary general election. Although, under the Fixed Term Parliaments Act 2011, the next poll was not due...
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public company takeover (whether by way of contractual offer or scheme of arrangement) as governed by the City Code on Takeovers and Mergers ( Code). It explores the legal and practical aspects of obtaining irrevocable commitments or undertakings and letters of intent in public company takeovers—whether via a contractual offer or a scheme of arrangement—under the City Code on Takeovers and Mergers (the Code). It contrasts irrevocables with letters of intent and the main reasons to prefer one over the other. Bidders typically seek irrevocable undertakings to accept from major target shareholders just before a Rule 2.7 firm intention announcement, to gain comfort that the bid will succeed. Such commitments let the offeror show substantial support on...
STOP PRESS: A major overhaul of the UK listing regime took effect on 29 July 2024, abolishing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is strongly disclosure-led and sits alongside other categories, including the following listing categories: shell companies secondary listing closed ended investment funds A new UK Listing Rules sourcebook implemented these changes and the previous Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it stood before 29 July 2024. A limited company intending to redeem redeemable shares must comply with the Companies Act 2006 ( CA 2006). In addition to CA 2006, there are further rules and guidance relevant to a listed company or an AIM company. In...
STOP PRESS: The UK listing framework underwent a major overhaul on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is strongly disclosure-led and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook took effect to implement these changes, and the previous sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it stood prior to 29 July 2024. A limited company planning to redeem redeemable shares must comply with the Companies Act 2006 ( CA 2006). In addition to CA 2006, other rules and guidance are relevant to a listed company or an AIM company. In particular, a listed company must have regard to the...
A company limited by shares can repurchase its own equity in itself provided the conditions in the Companies Act 2006 ( CA 2006) are satisfied. This is termed a share buyback, or the purchase of own shares. Beyond CA 2006, there are additional rules and guidance that apply to a listed company or an AIM company in this context. In particular, a listed company must consider the applicable Listing Rules ( LRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules), though these do not expressly and directly address buybacks; accordingly, AIM Regulation has stated that an AIM company’s compliance with the LRs in relation to share buybacks would constitute best practice in most cases and circumstances. An AIM company is also within scope of DTR 5. In...
STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 ( CA 2006) are satisfied, where...
STOP PRESS : In March 2025, the government signalled plans to fold the Payment Systems Regulator, and most of its functions, into the Financial Conduct Authority. The aim is to simplify the regulatory landscape, cut duplication, and let firms prioritise innovation and delivering services. While the implementation date is uncertain, HM Treasury stated in a letter that it intends to legislate at the earliest opportunity. Meanwhile, the PSR and FCA intend to work closely together. In September 2025, HM Treasury ( HMT) launched a consultation on these consolidation proposals. It suggests moving the PSR’s responsibilities—including fostering competition and innovation in payment systems and advancing the interests of consumers and businesses—into the FCA’s framework under the Financial Services and Markets Act 2000 ( FSMA 2000), or into a new FSMA 2000 part where required. The government plans to retain the current...
Corporate The architecture of the people with significant control ( PSC) regime, first in force on 6 April 2016, appears in Part 21A of the Companies Act 2006 ( CA 2006) and has been updated by sections 81–83 and Schedule 3 of the Small Business, Enterprise and Employment Act 2015, together with sections 44, 51 and Schedule 2 of the Economic Crime and Transparency Act 2023 ( ECCTA 2023). It aims to tackle opacity around corporate ownership; historically, in many cases, registers recorded only the legal holder of an entity’s shares in question, and not necessarily the beneficial owner ultimately behind them either. The PSC register supplies clearer, current details about who ultimately owns and directs companies and other bodies, and this data is freely available to the public via the central register at Companies House. This Practice Note reviews the rules and...
A well-maintained register of people with significant control ( PSC) should make publicly available who ultimately owns and controls companies and other entities. The PSC framework applies to UK-incorporated companies limited by shares or by guarantee (including unlimited companies, unregistered companies, community interest companies and dormant companies), limited liability partnerships ( LLPs), and eligible Scottish partnerships, namely Scottish limited partnerships and Scottish qualifying general partnerships ( ESPs). For clarity, this guide chiefly refers to companies. For information on the regime’s scope, including how a company might most effectively obtain relevant beneficial ownership details, see Practice Note: PSC register—the people with significant control regime. Corporate transparency reform—changes to the PSC regime The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) received Royal Assent on 26 October 2023 and is being introduced in phases across multiple commencement dates. Many provisions will only commence once detailed secondary...
Scope of PRA regulation Whilst firms authorised by the Prudential Regulation Authority ( PRA) are overseen by the Financial Conduct Authority ( FCA) for conduct matters, the PRA is chiefly responsible for prudential oversight. Those within the PRA’s remit are the institutions with the greatest potential to affect the stability of the UK economy, including banks, building societies, insurers and certain investment firms. General objective of the PRA The PRA has a single overarching aim: promoting the safety and soundness of PRA‑authorised firms (i.e. dual‑regulated firms). This objective appears in section 2B of the Financial Services and Markets Act 2000 ( FSMA 2000), as inserted by section 6 of the Financial Services Act 2012. This objective is mainly progressed by: Regulation intended to ensure the business of PRA‑authorised persons is conducted so as to avoid adverse effects on the stability of the UK financial system; for example, the PRA sets and...
BREXIT: At 11pm ( GMT) on 31 December 2020 (‘ IP completion day’), the transition/implementation phase that followed the UK’s exit from the EU came formally to a close. From IP completion day onwards, principal transitional measures cease and notable alterations start to apply across the UK’s wider legal framework. This note offers clear guidance on areas affected by these developments. Before you proceed with your research, please consult: Brexit and financial services: materials on the post‑ Brexit UK/ EU regulatory regime. The PRA's powers The Financial Services Act 2012 ( FSA 2012) obtained Royal Assent on 19 December 2012. Largely effective from 1 April 2013, it overhauled the UK’s regulatory architecture so that the Bank regained core aspects of its supervisory and oversight functions regarding prudential and capital standards for deposit-takers, larger, systemically important financial services firms, and insurance...
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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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