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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 has been archived and is not maintained. As a consequence of the 23 June 2016 referendum on EU membership, in which 52% voted for the UK to leave, the UK exited the EU on 31 January 2020 (exit day). Pursuant to the Withdrawal Agreement, the UK moved into a transition phase (implementation period) during which EU law continued to apply. That implementation period concluded on 31 December 2020 ( IP completion day), when key transitional measures ceased and substantial changes started to apply across the UK’s legal framework. Throughout the implementation period, the UK government issued practical guidance to assist businesses in preparing for how particular regimes pertinent to environmental law would function after IP completion day. On, and immediately after, IP completion day, a number of these guidance notes were republished to mirror the confirmed legal and...
This quick guide to e-commerce and financial services outlines current UK law and retained EU law on financial services e-commerce obligations that were changed and/or cancelled by the Electronic Commerce and Solvency 2 ( Amendment etc.) ( EU Exit) Regulations 2019, SI 2019/1361 (the E- Commerce Exit Regulations), together with other measures made at the end of the implementation period after the UK’s withdrawal from the EU. The summary below explains the Brexit arrangements for onshoring EU rules applicable to e-commerce financial services providers following Brexit. Overview of onshored and preserved EU-derived law post- IP completion day The E- Commerce Exit Regulations 2019 were laid on 25 March 2019. They sit within HM Treasury’s programme of statutory instruments under the European Union ( Withdrawal) Act 2018 EU( W) A 2018, addressing contingency planning for a ‘no deal’ Brexit. These Regulations contribute to...
Status of the UK This material is archived and is not being updated. From exit day (31 January 2020), the UK ceased to be an EU Member State and, in line with the Withdrawal Agreement, entered an implementation phase during which EU law continued to apply. Citations to exit day in numerous Brexit SIs should be interpreted as referring to IP completion day ( Implementation Period completion day, defined in clause 39 as 31 December 2020 at 11.00 pm), unless the relevant SI expressly disapplies that reading. For more detail, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union ( Withdrawal Agreement) Act 2020 for R& I lawyers, and Brexit Bulletin—key updates, research tips and resources. We consider certain matters for R& I practitioners and professionals, in particular concerning (i) Regulation ( EU) 2015/848 ( OJ L141/19), the Recast...
Legal regimes The EU Recast Regulation on Insolvency applies within the EU Member States, whereas the UNCITRAL Model Law on Cross- Border Insolvency (the UNCITRAL Model Law) has potential global reach where a state chooses to adopt it. In the UK, the Cross- Border Insolvency Regulations 2006 ( CBIR 2006), SI 2006/1030, give effect to the UNCITRAL Model Law (see Practice Note: When does UNCITRAL (implemented by the Cross- Border Insolvency Regulations) apply and what are the effects?). Foreign main proceedings broadly mirror main proceedings under the EU Recast Regulation on Insolvency, while foreign non‑main proceedings correspond to secondary proceedings under that regime. Following Brexit (from 11 pm on 31 December 2020), the Insolvency ( Amendment) ( EU Exit) Regulations 2019, SI 2019/146, took effect and modified Regulation ( EU) 2015/848 ( OJ L141/19) — the Recast Regulation on Insolvency [ EU Recast...
Commercial Q& As— Brexit collection Commercial Brexit Q& As How far do contract references to UK and EU law change under the European Union ( Withdrawal) Act 2018? Post‑ Brexit, must UK courts and tribunals follow Court of Justice of the European Union decisions? From 1 January 2021, which factors set the correct customs duty rate on imported goods? What do the UKCA and UKNI marks mean, and when are they required? What is an authorised economic operator (trusted trader), and when should a business seek this status? From 1 January 2021, what are commodity and procedure codes, and where can I find them? If no amending SI alters the Commercial Agents ( Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053, after IP completion day, what is the effect of Regulation 1(3)(b) allowing agents in member...
Quick Look Brexit Financial Services Legislation Status Guide This Quick Look Brexit Financial Services Legislation Status Guide offers an overview of the position of the Bank Recovery and Resolution Directive 2014/59/ EU ( EU BRRD), and the amending Directive ( EU) 2019/879 ( OJ L 150/296) ( EU BRRD II), within UK law from 1 January 2021. For fuller detail on Brexit’s impact on bank recovery and resolution, see Practice Note: Impact of Brexit: BRRD—quick guide [ Archived]. The EU BRRD entered UK law via a series of statutory instruments that either revised existing domestic legislation or introduced new provisions. To implement the EU BRRD, the following legislation was amended or enacted: the Banking Act 2009; the Insolvency Act 1986; the Financial Services ( Banking Reform) Act 2013; the Bank Recovery and Resolution ( No. 2) Order 2014, SI...
This Practice Note outlines the regulatory framework for public offers of securities in the UK and the admission of securities to trading on a UK regulated market, which took effect on 19 January 2026. It reviews the Public Offers and Admissions to Trading Regulations 2024 ( POATRs), SI 2024/105, with emphasis on the prohibition on public offers of securities in the UK and the exceptions to that prohibition. It also explains when a prospectus is required under the FCA Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ( PRM). The focus is on public offers and admissions to trading of equity securities. For further detail on the POATRs rules for public offers and admissions and the PRM provisions on prospectuses, see Practice Note: UK prospectus regime reform. Why was the public offers and admissions to trading regime...
This Practice Note outlines the principal aspects of the new UK public offers and admissions to trading framework as it relates to debt capital markets ( DCM) transactions. In summary, the regime became effective on 19 January 2026, displacing the EU-derived UK Prospectus Regulation ( UK PR). Its core rules are contained in the Public Offers and Admissions To Trading Regulations 2024, SI 2024/105 (the POATRs), together with a new FCA sourcebook: The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). For a high-level overview of the provisions, see Practice Note: The new UK public offers and admissions to trading regime—essentials. While many obligations and familiar concepts from the former regime are broadly preserved, there are developments with significant consequences for DCM transactions. New public offer...
Plant-focused inventions can obtain intellectual property ( IP) safeguards through both the patent route as well as through plant variety protection mechanisms. Plant variety rights ( PVRs) constitute an IP right that grants exclusivity over the commercialisation of propagating material, allowing the owner to earn royalties, for instance by lawfully licensing others to multiply and sell the variety. This Practice Note sets out the IP protection for discrete plant varieties, referred to as plant variety rights ( PVRs) or plant breeders’ rights. It outlines the UK framework, in particular under the Plant Varieties Act 1997 ( PVA 1997), governing UK PVRs. It details the applicable criteria for validity, the infringement assessments, and the circumstances for compulsory licences of PVRs. The Note additionally also addresses patent coverage for plant-related inventions, including groups of plants sharing a common...
FORTHCOMING CHANGES: At Budget 2025, the government set out measures to be legislated in Finance Bill 2026. From 1 April 2026 for corporation tax and 6 April 2026 for income tax, the main pool writing-down allowance will drop from 18% to 14%. This affects companies and unincorporated businesses with main rate expenditure, including items that do not qualify for, or pre-date, FYAs such as the super-deduction and full expensing. A new 40% first-year allowance will apply to qualifying main rate expenditure incurred from 1 January 2026. With fewer restrictions than other FYAs, it is expected to assist spend not otherwise eligible for the £1m AIA or existing FYAs (such as full expensing). It will be available to all businesses, will cover assets used for leasing (but not overseas leasing), and will exclude cars and second-hand assets. The 100% green...
Placing agreement A placing agreement is a contract under which a company (the Issuer) engages one or more placing agents (the Brokers) to act on its behalf in sourcing subscribers for its shares. Such placings are ordinarily conducted on a non-pre-emptive basis, aimed at institutional investors, and are not offered to the retail market. On occasion—for example, where the placing is undertaken in connection with an initial public offering ( IPO)—the Issuer’s directors and proposed directors (the Directors) will also join as parties. Where the Issuer is admitted (or seeking admission) to AIM, its Nominated Adviser (the Nomad) will likewise be a party if it is not already doing so in its capacity as Broker. The agreement prescribes the Brokers’ responsibilities to place the Issuer’s shares—often not yet allotted—with institutional investors. In addition, Brokers may arrange the placing of existing shares in the Issuer for...
What is PISCES? The Private Intermittent Securities and Capital Exchange System ( PISCES) is a novel model of secondary marketplace enabling periodic trading sessions for eligible private company shares involving qualifying participants. It functions as a financial market infrastructure regulatory sandbox running for five years duration and was established under the Financial Services and Markets Act 2023 ( Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, SI 2025/583 ( PISCES Regulations 2025)......
STOP PRESS relating to new MTT and DTT draft legislation : Section 50 and Schedule 8 of the Finance Act 2026 update a range of MTT and DTT rules. Among the revisions, the draft legislation brings in the OECD’s Administrative Guidance ( January 2025), limiting how far pre-entry deferred tax assets and liabilities, arising from government-granted tax benefits, can be counted when calculating a group member’s effective tax rate. This part is treated as taking effect for accounting periods ending on or after 21 July 2025. Most other measures will apply to accounting periods beginning on or after 31 December 2025, though some provisions may start earlier if elected by affected taxpayers. For more information, see: News Analysis: Budget 2025— Tax analysis— International. STOP PRESS relating to new HMRC manual on MTT and DTT : On 5 August 2025, HMRC published a new manual on MTT and DTT. It is...
STOP PRESS relating to new MTT and DTT draft legislation : Section 50 and Schedule 8 of the Finance Act 2026 make changes across the MTT and DTT rules. In particular, the draft legislation adopts the OECD’s Administrative Guidance ( January 2025), restricting the degree to which pre-entry deferred tax assets and liabilities—arising from tax benefits granted by governments—can be recognised when working out a group member’s effective tax rate, and thus considered in that calculation. That element will be treated as in force for accounting periods ending on or after 21 July 2025. Most other measures will apply to accounting periods beginning on or after 31 December 2025, although certain provisions may, at the election of affected taxpayers, take effect from an earlier date. For more information, see News Analysis: Budget 2025— Tax analysis—...
STOP PRESS relating to new MTT and DTT draft legislation : Section 50 and Schedule 8 of the Finance Act 2026 significantly reshape several elements of the MTT and DTT rules. Among the updates and clarifications, in particular, the draft rules expressly embed the OECD’s Administrative Guidance ( January 2025), narrowing the extent to which pre-entry deferred tax assets and liabilities, arising from government‑granted tax reliefs, may properly be recognised when calculating or assessing a group member’s effective tax rate. That particular component is treated as commencing for accounting periods ending on or after 21 July 2025. Most of the other measures will apply to accounting periods beginning on or after 31 December 2025, although certain provisions may, at the taxpayer’s election, be adopted earlier by impacted taxpayers. For additional detail, see: News Analysis: Budget 2025— Tax analysis—...
STOP PRESS relating to new MTT and DTT draft legislation : Section 50 and Schedule 8 of the Finance Act 2026 revise multiple elements of the MTT and DTT rules. Notably, the draft law also folds in the OECD’s Administrative Guidance ( January 2025), curbing how far pre-entry deferred tax assets and liabilities, stemming from government-granted tax reliefs, may ultimately be recognised when computing a group member’s effective tax rate. That element is to be regarded as being operative for accounting periods ending on or after 21 July 2025. Most of the remaining measures are primarily intended to commence for accounting periods starting on or after 31 December 2025, although certain provisions might be allowed to apply earlier where the affected taxpayers so elect. For further information and detail, see: News Analysis: Budget 2025— Tax analysis—...
STOP PRESS relating to new MTT and DTT draft legislation Section 50 and Schedule 8 of the Finance Act 2026 revise multiple elements of the MTT and DTT framework. In particular, the draft law embeds the OECD’s Administrative Guidance ( January 2025), which limits the extent to which pre-entry deferred tax assets and liabilities—arising from government-granted tax benefits—can be recognised when determining a group member’s effective tax rate. That element will be treated as applying to accounting periods ending on or after 21 July 2025. Most other measures will take effect for accounting periods beginning on or after 31 December 2025, with some provisions able to start earlier at the election of affected taxpayers. For details, see News Analysis: Budget 2025— Tax analysis— International. STOP PRESS relating to new HMRC manual on MTT and DTT On 5 August 2025, HMRC released a new MTT and DTT...
The Red Bus case, Temple Island Collections v New English Teas, was determined in what was then the Patents County Court ( PCC) in January 2012, and it engages with the scope and reach of photographic copyright. The judgment has been the focus of considerable discussion, alongside a degree of criticism, in particular, because it appears to call into doubt a cardinal proposition of copyright law: that there is no copyright in an idea. Temple Island therefore squarely addresses the ambit of copyright protection. Although the PCC (now known as the Intellectual Property Enterprise Court) was an 'inferior' forum whose decisions carried no binding force on higher courts, copyright disputes that proceed all the way to a full trial are comparatively uncommon, and for that reason this case has been notably...
Project documents This Practice Note offers an overview of several widely used agreements and papers in a PFI/ PF2 scheme, though the precise suite adopted will turn on the particular project. In the 2018 Budget (delivered on 29 October 2018), the government stated that PF2 will not be used for new schemes (see News Analysis: Budget 2018—what does it mean for infrastructure and housebuilding?). That said, existing PFI and PF2 arrangements will remain in operation and, given the usual term of such projects, are expected to continue for many years... Project Agreement This is the core contract in any PFI arrangement. It records the full set of terms and conditions governing the relationship between the Authority and Project Co/ SPV for the life of the project. Where Project Co/ SPV is granted a concession (ie the exclusive right to...
This Practice Note explores the purpose of a direct agreement in the specific setting of a PFI or PF2 project. It outlines the types of direct agreement commonly provided and explains how such an agreement operates, including the mechanics of step-in rights. It also clarifies the distinction between direct agreements and collateral warranties within PFI and PF2 arrangements. In the 2018 Budget (delivered on 29 October 2018), the government announced it would cease using PF2 for new projects (see News Analysis: Budget 2018—what does it mean for infrastructure and housebuilding?). This approach was confirmed in the National Infrastructure Strategy in 2020. Existing PFI and PF2 projects will nevertheless continue and, given their usual lifespan, are likely to run for many years. What are direct agreements? A direct agreement is a relatively brief tripartite contract. Its primary aim is to enable the beneficiary under that...
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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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