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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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This Practice Note forms part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Beyond choosing between a share sale and an asset sale structure, a range of matters should be weighed at the outset of a private equity buyout ( MBO), before due diligence begins and the principal transaction documents are negotiated. These matters can influence the core commercial and legal terms, so each side is well advised to address them before settling any headline terms (and before executing heads of terms for both the acquisition and equity elements) and before fixing the transaction timetable. The topics outlined below (and in the Practice Notes referenced in this sub‑phase) may remain relevant throughout the deal, particularly during negotiation of the formal documentation, but they are highlighted early because lawyers for all interested parties ought to consider them and brief their clients as soon as...
A Accelerated depreciation Accelerated depreciation refers to HM Revenue & Customs rules letting companies deduct, from taxable profits, the falling value of business assets (for example, plant and machinery) more quickly than those assets actually depreciate. The most widely used methods are sum-of-the-years’-digits and double-declining balance. Acquisition The act of obtaining a controlling stake in another company, or any transaction where the bidder secures 50% or more of the target. Acquisition finance External funding taken on by the buyer to finance an acquisition. This may consist of bank borrowing and/or equity, such as raising capital through a share issue. Alternative investment fund ( AIF) Any collective investment undertaking, including an AIF’s investment compartments, that gathers capital from multiple investors to invest under a defined investment policy for their benefit, and which is not a fund covered by...
This glossary outlines the meanings of commonly used terms in the private equity and venture capital arena. It may assist when considering the tax matters that arise in this field. For the tax issues in a private equity context, see: Tax and private equity funds—overview Tax and management buyouts—overview Tax and secondary buyouts—overview acquisition The act of obtaining an ownership stake in a target company, typically culminating in 50% or more of the target being taken over. acquisition finance External funding raised to support an acquisition. This may consist of bank borrowing, loans and/or equity (for example, a share issue). buy-in management buyout ( BIMBO) A buyout combining both incoming and existing managers. Part of the current management acquires sufficient share capital to buy the company from within while, at the same time, an external management team buys in. Both groups may need financial backing to...
FORTHCOMING CHANGE relating to abolition of the non-dom regime and introduction of a residence-based regime: At Spring Budget 2024, the government disclosed plans to scrap the remittance basis and bring in a residence-based system from 6 April 2025. Those electing into the new rules will, subject to conditions, be outside UK tax on overseas income and gains for their first four years of UK tax residence. This applies, where the conditions are met, to foreign income and gains throughout the initial four years in full. See News Analysis: Spring Budget 2024— Private Client analysis— Abolition of ‘non-dom’ regime. This Practice Note explores tax considerations when arranging a private equity buyout with both UK and offshore components. There are numerous motives for interposing offshore vehicles in acquisition structures, even where the target is onshore in the UK. Frequently, the structure is tailored to suit...
When considering entry into a joint venture, participants should carefully scrutinise the identity of the other intended parties and the experience and resources they expect to bring to the venture. They are, therefore, likely to want to ensure those parties remain engaged in the joint venture (at least for a pre‑agreed period of time) and to retain controls over to whom they may transfer their shares. The nature of any share transfer constraints adopted will also depend on, among other things, the anticipated duration of the joint venture, how the parties propose to realise their investments, the cash‑flow and fundraising requirements of the parties, and any share transfer restrictions contained in other transaction documents, e.g. financing documents. Restrictions on transfer For these reasons, most joint venture agreements ( JVA) (also known as shareholders’ agreements) and/or the articles of association will include a series of...
FORTHCOMING CHANGE: After the 2020 call for evidence, the 2021 outcome, scrutiny by the relevant HMRC and industry working group, and a 2023 consultation, the government stated in its consultation outcome on 28 April 2025 that, from 2027, it plans to replace stamp duty and SDRT with a single self-assessed stamp tax on securities, broadly in line with the 2023 consultation proposals. As further confirmed in Budget 2025 on 26 November 2025, this unified tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) via a new online portal. For more information, see News Analyses: Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023— Stamp and transfer taxes Budget 2025— Tax...
Private companies that operate share option plans frequently adopt 'exit-only' awards, under which participants may exercise only when (and, in practice, just before) the business is sold to a third party, or its shares are admitted to the open market by way of flotation. An exit of this nature creates an instant and ready market for the shares taken up by participants and, on a sale of the company, their shares are ordinarily sold, typically, alongside those of the existing holders in practice. That said, many private companies also establish options capable of being exercised other than on an exit, from time to time. For instance, participants might be allowed to exercise and acquire shares after a specified passage of time, or once particular performance targets have been met and verified under the plan. Some private companies additionally make use of direct share...
A limited company can repurchase its own shares provided it satisfies specific conditions in the Companies Act 2006 ( CA 2006). This activity is described as a share buyback, or a purchase of own shares. Alongside CA 2006, additional rules and guidance apply to any listed or AIM company intending to acquire its shares. The CA 2006 constraints on buybacks do not extend to unlimited companies. For more detail on that company type, see Practice Note: Unlimited companies. For an outline of the steps to implement a buyback, see Practice Note: How to carry out a share buyback. For an overview of the legal framework and typical motivations for a buyback, see Practice Note: Share buybacks—the legal framework. Off-market or on-market? Only one form of buyback is available to a private limited company: it may conduct an off-market purchase of shares....
This Practice Note highlights the principal UK tax rates, thresholds and allowances most pertinent to Private Client practitioners. It is designed as a quick reference rather than a full technical resource and does not include forthcoming alterations to rates or thresholds for future tax years. For fuller information on the tax rates applicable to individuals and businesses, including employment taxes and corporation tax, see Practice Note: Key UK tax rates, thresholds and allowances. Inheritance tax ( IHT) Subject to certain exemptions and allowances, inheritance tax ( IHT) may arise on lifetime gifts and transfers, on an individual’s death, and on chargeable events affecting trust assets. For details of the principal IHT exemptions and reliefs, see Practice Note: IHT exemptions and reliefs on death and lifetime gifts, and for general guidance on IHT, see: Inheritance tax (...
ARCHIVED: This Practice Note brings together analysis and insight on the principal stages and key milestones of the 2016–17 Budget and Finance Bill cycle. It features discussion of the Autumn Statement 2016 and the Spring Budget 2017, reviews the draft clauses of Finance Bill 2017 ( FB 2017) and offers commentary on the Finance Act 2017 ( FA 2017). It further monitors the development of the second Finance Bill 2017, which includes a significant suite of measures omitted from the Finance Act 2017. For a fuller guide to the annual Budget and Finance Bill cycle, including the procedural aspects of passing a Finance Act, see Practice Note: The Budget and Finance Bill process. Second Finance Bill 2017 On 8 September 2017, the government published the second Finance Bill 2017, reintroducing a substantial number of provisions that had been removed from the Finance Act 2017 owing to the...
ARCHIVED This Practice Note consolidates analysis of the key milestones in the 2014–15 Budget and Finance Bill process, bringing together the principal developments and references. It provides commentary on Autumn Statement 2014 and Budget 2015, analysis of the draft provisions of Finance Bill 2015, and commentary on Finance Act 2015. For a detailed explanation of the annual Budget and Finance Bill process, including the procedural aspects involved in the passage of a Finance Act, see: The Budget and Finance Bill process. For further information on the implications of a general election for the Finance Bill process, see our News Analysis: What does the general election mean for the Finance Bill process? Summer Finance Bill 2015 The draft Summer Finance Bill 2015 was released on 15 July 2015. Key information can be found in the following sources: Draft Summer Finance Bill 2015 clauses and...
ARCHIVED This Practice Note brings together analysis of the principal milestones and developments in the 2015–16 Budget and Finance Bill process. It also features commentary on the Autumn Statement 2015 and Budget 2016, evaluates the draft provisions of Finance Bill 2016, and provides commentary on the Finance Act 2016. For a comprehensive description of the annual Budget and Finance Bill process, including the procedural steps involved in passing a Finance Act, see: The Budget and Finance Bill process. Finance Act 2016 The Finance Act 2016 received Royal Assent on 15 September 2016. For further information on the legislative history, see: Finance Act 2016......
For income tax rates and allowances relevant to the current tax year, refer to Practice Note: Key UK tax rates, thresholds and allowances for Private Client. For differences in the income tax rates and allowances for individuals in Scotland and Wales, and for links to additional material, see Practice Note: Tax—devolution tracker. Why this is important Personal allowance As a general rule, the personal allowance cannot be transferred to another person or carried into a future tax year, although in limited cases part of certain allowances can be shifted to a spouse or civil partner (see below). If an individual does not have sufficient taxable income to absorb the allowance in that tax year, the benefit for that year is lost. The personal allowance is also removed or reduced in the following circumstance: Where the taxpayer elects to use the remittance basis, they forfeit any UK personal...
Acquiring a private or unquoted company is usually executed via a contractual deal set out in a sale and purchase agreement between the seller(s) and the buyer. This Practice Note considers how an acquisition of an unquoted company (the target) may alternatively be implemented by an offer, when that route might be chosen, the principal documentation required, and the key legal, regulatory and commercial considerations. It also addresses the application of the financial promotion regime to approaches made to target shareholders and to offers for unquoted companies. This Practice Note does not address offers for listed or quoted companies carried out under the General Principles and detailed Rules contained in the City Code on Takeovers and Mergers (the Code) under the supervision of the Takeover Panel (the Panel) (see generally: Terms and conduct of an...
This quick guide to Regulation ( EU) 1286/2014 on key information documents ( KIDs) for packaged retail and insurance-based investment products ( PRIIPs) sets out the current UK legislation and retained EU measures as amended by the Packaged Retail and Insurance-based Investment Products ( Amendment) ( EU Exit) Regulations 2019, SI 2019/403 (the PRIIPs Exit Regulations or SI 2019/403), as further modified by The Financial Services ( Miscellaneous Amendments) ( EU Exit) Regulations 2020, SI 2020/628 and other instruments, at the close of the implementation period following the UK’s withdrawal from the EU. It also highlights related updates to Financial Conduct Authority ( FCA) rules and guidance. The summary below explains the approach to onshoring EU requirements for PRIIPs after the Brexit implementation period... Overview of onshored and preserved EU-derived law The PRIIPs Exit Regulations form part of HM Treasury’s programme of statutory...
ARCHIVED: This has been archived and is not maintained. This Practice Note explains the legal framework governing premium rate services ( PRS) in the UK, and includes guidance on the 15th Code of Practice (the Code) issued by the Phone-paid Services Authority ( PSA) when it acted as the regulator for the PRS industry at the time. Information, entertainment and other similar services delivered via electronic communications networks ( ECNs), with charges typically recovered through a user’s electronic communications services ( ECSs) bill, are treated as PRS and are regulated by Ofcom and were previously overseen by the PSA. Up to February 2025, the PSA regulated PRS as Ofcom’s agent, with the governing principles set out in the Code. Following a market review, Ofcom assumed direct responsibility for PRS regulation from the PSA. The Code has been superseded by the Regulation of Premium Rate...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note examines how stabilisation operated in the UK before 3 July 2016 (when the Market Abuse Regulation took effect), covering, in particular, possible offences associated with stabilisation activities in that period, the available safe harbour protections and how they applied, together with the relevant obligations under the Buy-back and Stabilisation Regulation, and the Financial Conduct Authority’s ( FCA) price stabilising provisions contained within its Market Conduct Sourcebook ( MAR), among other matters. For guidance on stabilisation from 3 July 2016, see Practice Note: Stabilisation—from 3 July 2016 ( Market Abuse Regulation), which explains the position under MAR. This note, together with related materials on the UK stabilisation framework before the Market Abuse Regulation, is kept for reference purposes only and reflects the law as at 2 July 2016. When equity...
A person intending to come to the UK should carefully consider the potential tax consequences well before they arrive, to maximise the likelihood of reducing or avoiding any UK tax exposure. For insight into why certain pre-arrival planning is needed, see Practice Notes: Residence after 5 April 2013 and Foreign income and gains regime from 6 April 2025. For information on how employment income is taxed in the UK, see Taxation of earnings and benefits—overview. The degree of planning required will differ from individual to individual, depending on their particular circumstances and intentions: someone here on a short-term project or assignment, leaving their family in their home country, will have different matters to address in practice than someone seeking permanent employment, undertaking long-term study, or arriving to get married. Tailored advice may therefore be necessary and this Practice Note is only a general guide. Note in...
ARCHIVED: This archived Practice Note offers a practical guide to running and resisting investigations and prosecutions under the UK’s former corruption framework that applied before the Bribery Act 2010 ( BA 2010) commenced (the pre‑ BA 2010 regime). It addresses: how to frame charges for common law bribery (ie under the relevant statutes), including charge selection for conduct straddling both regimes case law defining a public body the need for a corrupt intent the presumption of corruption and associated human rights ramifications the requirements of secrecy and corruption, and what companies can do to minimise historic exposure to prosecution This Practice Note also considers: the offence of bribery at common law the Public Bodies Corrupt Practices Act 1889 ( PBCPA 1889) the Prevention of Corruption Act 1906 ( PCA 1906), and the Prevention of...
ARCHIVED : This Practice Note is no longer updated as it addresses the implementation of EU free movement law in the UK before IP completion day, when domestic legislation giving effect to EU free movement law was revoked, subject to specified savings and modifications. For more detail, including the relevant savings and the status of CJEU case law, see Practice Note: Brexit and the end of EU free movement law in the UK. The Practice Note is kept in an archived state for historical interest, since EU law as formerly implemented in the UK still has relevance in certain narrow circumstances. For historic versions of the Immigration ( European Economic Area) Regulations 2016, SI 2016/1052, including the iteration immediately before revocation, consult Legislation.gov.uk. For developments in EU free movement law across EU Member States, see: Immigration, employment & share incentives ( EU...
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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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