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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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International regime under UNCLOS The deployment of cables and pipelines is recognised as a High Seas freedom under the 1981 UN Convention on the Law of the Sea ( UNCLOS). UNCLOS also permits every State to place submarine cables and pipelines on the continental shelf. Existing lines must be taken into account so that access and upkeep are safeguarded. Although the UK, as a Coastal State, must not obstruct the laying or servicing of such infrastructure, it may adopt proportionate measures to prevent, minimise and manage pollution arising from pipelines. The precise alignment or corridor of any cable or pipeline on the continental shelf remains subject to UK approval. Cables Scenario 1—cable route exclusively within inshore waters Where a submarine cable lies solely within UK territorial waters (that is, up to 12 nautical miles from Mean High Water Springs ( MHWS)), the activity requires a licence and the...
ARCHIVED: This Practice Note has been archived and is no longer being updated. It offers a concise overview of the principal aspects of unlawful disclosure of inside information and the market sounding framework under Assimilated Regulation ( EU) 596/2014 ( UK Market Abuse Regulation), and covers: the categories of information that constitute inside information under the UK Market Abuse Regulation the circumstances in which disclosure of inside information is unlawful under the UK Market Abuse Regulation, and when the release of inside information is allowed in the course of a market sounding For fuller guidance on the UK Market Abuse Regulation, see Practice Note: UK Market Abuse Regulation ( MAR)—essentials. For a high-level overview of divergence between key provisions of Regulation ( EU) 596/2014 (the EU Market Abuse Regulation) and the UK Market Abuse Regulation, see Practice Note: Market Abuse...
This brief guide sets out practical details on making notifications of transactions or dealings in a company’s shares, and specified other securities, by persons discharging managerial responsibilities ( PDMRs) and persons closely associated with them ( PCAs) under Article 19 of Assimilated Regulation ( EU) No 596/2014 on market abuse (the UK Market Abuse Regulation). For an in‑depth overview of the regime on PDMR transactions, see Practice Note: Continuing obligations—transactions by a person discharging managerial responsibilities ( UK Market Abuse Regulation and DTR 3). Which companies are subject to the provisions on PDMR transactions under Article 19 of the UK Market Abuse Regulation? The disclosure rules for PDMR transactions in Article 19 of the UK Market Abuse Regulation apply to: a company with financial instruments admitted to trading on a UK regulated market, which includes the London Stock Exchange’s Main Market and the AQSE Main...
Implementation of MAR in the UK Regulation ( EU) No 596/2014, the Market Abuse Regulation ( MAR), took effect on 3 July 2016 and applied directly in the UK. MAR set out the framework governing insider dealing, unlawful disclosure of inside information, market manipulation, and measures designed to prevent market abuse. As a consequence, the Financial Conduct Authority ( FCA) deleted the Model Code from the Listing Rules, and updated the FCA’s Disclosure Rules regarding the reporting of transactions by persons discharging managerial responsibilities ( PDMRs) and persons closely associated with them ( PCAs). The European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), as amended by the European Union ( Withdrawal Agreement) Act 2020, created the structure and process for onshoring and preserving most EU and EU‑derived law to secure legal continuity following the UK’s exit from the EU. This included...
Private and public sector organisations are increasingly required to report on their greenhouse gas ( GHG) emissions Obligations to disclose GHG emissions vary between companies and hinge on: the organisation’s scale and business activities whether it is a UK company the volume of energy it uses Where reporting is not compulsory, chapter 2 of the Environmental reporting guidelines, including streamlined energy and carbon reporting guidance (the Guidelines) advises companies to disclose their emissions on a voluntary basis. A growing number are doing so in response to stakeholder expectations, notably those driven by investor requirements. For voluntary GHG reporting information, see Practice Note: Voluntary greenhouse gas reporting. For more on wider, voluntary environment, social and governance reporting, see Practice Note: Voluntary environmental, social and corporate governance ( ESG) reporting. For a hub on issues related to sustainable business, including reporting, see: ESG and...
OECD’s Model Mandatory Disclosure Rules The Organisation for Economic Co-operation and Development ( OECD) released its model Mandatory Disclosure Rules ( MDR) covering Common Reporting Standard ( CRS) Avoidance Arrangements and Offshore Structures in March 2018, with the objective of achieving country-by-country alignment in applying disclosure and transparency to combat aggressive tax planning worldwide. The model MDR are described as ‘the model rules’ in The International Tax Enforcement ( Disclosable Arrangements) Regulations 2023, SI 2023/38 (the MDR regulations), which bring the MDR into effect in the UK. In this Practice Note, references to the model rules and the model MDR are to the OECD’s model MDR. References to the MDR and MDR regulations denote the rules in SI 2023/38 that implement the model MDR domestically. Under the model rules, taxpayers and their advisers must provide tax authorities with information on specified...
What are managed service companies? Many individuals deliver their services to clients not as self-employed people directly, but through an intermediary—most commonly a personal service company ( PSC). This set-up can offer potential tax and National Insurance contributions ( NICs) advantages; for further detail, see Practice Note: Personal service companies—the key benefits and key tax considerations. Where the PSC is owned by the worker, it will generally fall within the scope of the anti-avoidance intermediaries legislation, widely known as ‘ IR35’ (so called after the HMRC press release reference announcing the rules in Budget 1999). For more information, see Practice Notes: IR35—the small client off-payroll regime and IR35—the large and public client off-payroll regime. In the years after those rules were introduced, a range of providers started supplying PSCs to large numbers of individuals. Typically, they placed workers under contracts containing provisions intended to keep...
This Practice Note explains the tax details that must be revealed in a rights issue prospectus when the issuer’s existing shares, and the shares obtained through the rights issue, are, or will be, listed on the Financial Conduct Authority’s ( FCA) official list and admitted to trading on the main market of the London Stock Exchange ( LSE). It also outlines the degree of tax disclosure regarded as market standard for a UK issuer to include in a rights issue prospectus. In this Practice Note, CGT is used as an abbreviation for both capital gains tax and corporation tax on chargeable gains. For a precedent UK tax section to adapt and insert into a rights issue prospectus, see Precedent: Tax disclosure—rights issue prospectus— Main Market. What tax information is required to be disclosed in a rights issue...
This concise guide sets out practical steps for running a verification exercise on a prospectus or an AIM admission document prepared for the admission of a company’s shares to trading on the London Stock Exchange’s Main Market or on AIM. It addresses verification of the prospectus and the admission document. Other communications by the company in the context of an IPO or a secondary offer must also be verified, for example: investor presentations press announcements The information in these should, in any case, be consistent with the prospectus/admission document. For more on verification, see Practice Note: Admission to AIM—due diligence and verification; for example verification notes, see Precedents: Skeleton verification notes— AIM and Skeleton verification notes—secondary offers. What is verification? Verification is a vital yet time‑consuming process that involves checking each statement in a prospectus or admission document to protect those...
Insured M& A transactions—a tax lawyer's guide This Practice Note considers the practical matters a tax lawyer should assess when advising on a share sale M& A deal where one party plans to obtain either warranty and indemnity ( W& I) insurance or tax risk insurance. W& I cover can be put in place by the buyer or the seller to address losses arising from: breaches of the seller’s warranties, and claims under the indemnities in the acquisition agreement (or warranty deed) and/or the tax covenant (if included). Tax risk insurance is intended to protect the insured against a particular tax exposure connected with the transaction. In broad terms, W& I insurance responds to unknown risks, while tax risk insurance covers a known contingent tax liability. For an outline of the risks each product will cover, and the procedure for arranging a policy to...
For comprehensive analysis and detailed commentary on regulatory approval, consenting and incentivisation supporting the net‑zero energy transition under the law of England and Wales, refer also to the volume: Collinson and Hockman on Energy Law: Regulating, Consenting and Incentivising the Energy Transition. The textbook provides extensive treatment and more detailed discussion of matters addressed in this Practice Note. This Practice Note offers an introductory overview of low‑carbon hydrogen projects in the UK. It sits within a suite of related Practice Notes on low‑carbon hydrogen projects, the following: Low carbon hydrogen projects— UK revenue and funding support Low carbon hydrogen projects—the Low Carbon Hydrogen Agreement ( LCHA) It sets out why developers and investors might be attracted to these projects; the range of hydrogen production methods that influence how hydrogen is categorised within a colour framework; the use cases for low‑carbon hydrogen and the...
Low Carbon Hydrogen Agreement ( LCHA) For fuller analysis of how regulation, consenting and incentivisation shape the net zero energy transition in England and Wales, see: Collinson and Hockman on Energy Law: Regulating, Consenting and Incentivising the Energy Transition. That textbook offers extensive treatment of topics addressed in this Practice Note. This Practice Note sets out a synopsis of the Low Carbon Hydrogen Agreement ( LCHA), the principal support mechanism within the UK for subsidising low carbon hydrogen production schemes. It assumes project finance will be pursued and therefore addresses matters of interest to project finance lenders alongside hydrogen producers and wider stakeholders. It contains a thorough examination of the LCHA’s framework and objectives, eligibility conditions, the principal counterparties, and the payment architecture—covering the Difference Amount, the Price Discovery Incentive and the Sliding Scale Top- Up Amount. It also considers the headline terms and...
Types of awards An LTIP can deliver a range of award forms, and a single plan may include more than one type. Commonly used awards include: conditional share awards (also known as restricted stock units) share options forfeitable shares (often called restricted shares) stock appreciation rights Conditional share awards (or restricted stock units) A conditional share award, or restricted stock unit ( RSU), is a commitment to issue shares once specified service and/or performance requirements are achieved. Recipients typically pay no monetary consideration for the shares; instead, they must satisfy the vesting conditions, after which the vested shares are transferred to the holder without further action... Share options A share option gives the right to purchase company shares at a predetermined exercise price at a future time, usually once service and/or performance criteria are met. Within an LTIP, options are often granted at...
This Practice Note This Practice Note reviews the principal issues that can emerge on a loan portfolio sale and that are likely to matter to banking law practitioners handling large-scale loan (and other financial product) disposals. For an outline of the usual participants and the sale process in a loan portfolio transaction, see Practice Note: Introductory guide to loan portfolio sales, and for an overview of the legal documentation typically deployed, see Practice Note: Loan portfolio sales—legal documentation. For additional insight into matters that may arise on single asset debt trades, see Practice Note: Introductory guide to loan transfers. Buyers and sellers alike should also assess whether the EU regime on non‑performing loans in Directive ( EU) 2021/2167 and Implementing Regulation EU 2023/2083 is applicable. If it is, there will be specific supplementary obligations for buyers, sellers and ‘credit servicers’. There is, as yet, no...
A limited liability partnership ( LLP) A limited liability partnership ( LLP) is a corporate body established under the Limited Liability Partnerships Act 2000 ( LLPA 2000). Most rules governing LLPs derive from modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for incorporation are prescribed in the LLPA 2000 and the Companies Act 2006 ( CA 2006), as adapted by the Limited Liability Partnerships ( Application of Companies Act 2006) Regulations 2009, SI 2009/1804 ( LLP ( Application of CA 2006) Regs 2009). The method for forming an LLP closely mirrors the procedure for company incorporation......
This Practice Note considers when the annual accounts of a limited liability partnership ( LLP) must be audited, and the statutory requirements for the content of the auditor’s report, under Part 16 of the Companies Act 2006 ( CA 2006), as applied by the Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008. Requirement for an LLP to audit its accounts An LLP has to ensure its annual accounts for each financial year are audited in line with CA 2006, Pt 16, unless it qualifies for one of the available exemptions. Although CA 2006 does not define ‘audit’, the auditor’s role for an LLP is to provide a report on its annual accounts (the auditor’s report). Each year, an LLP must circulate its annual accounts and the auditor’s report: to every member of the LLP; and to every holder of the...
The Companies Act 2006 ( CA 2006) sets detailed rules for preparing a company’s annual accounts. The Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply selected provisions to limited liability partnerships ( LLPs), with appropriate adjustments. The Limited Liability Partnerships, Partnerships and Groups ( Accounts and Audit) Regulations 2016, SI 2016/575 (2016 Regulations) introduced a series of changes to the accounting framework for LLPs and qualifying partnerships. The Statutory Auditors Regulations 2017, SI 2017/1164 made further amendments affecting LLPs and other entities. Most changes take effect for LLPs with financial years starting on or after 17 June 2016, while the stricter exemption from preparing group accounts for small LLPs applies to financial years beginning on or after 1 January 2017. This Practice Note, alongside Practice Note: LLP...
The Companies Act 2006 ( CA 2006) provides comprehensive rules governing how a company prepares its annual accounts. Through the Limited Liability Partnerships ( Accounts and Audit) ( Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (the 2008 Regulations), selected elements are extended to limited liability partnerships ( LLPs), with suitable adaptations. The Limited Liability Partnerships, Partnerships and Groups ( Accounts and Audit) Regulations 2016, SI 2016/575 (the 2016 Regulations) introduced a range of amendments to the accounting framework for LLPs and qualifying partnerships. Further alterations affecting LLPs and other bodies were made by the Statutory Auditors Regulations 2017, SI 2017/1164. In most cases, the changes take effect for LLPs with financial years commencing on or after 17 June 2016; however, the stricter conditions on the small LLPs’ exemption from preparing group accounts apply to periods starting on or after 1 January 2017. This...
Although each litigation funding agreement ( LFA) and its related documents will differ according to the funder and the nuances of the matter being financed, there are key issues that must be addressed at the various stages of negotiation. This Practice Note is part of a series of concise Practice Notes by Tanya Lansky and Tets Ishikawa, Managing Directors of Lion Fish Group Ltd, intended to give those negotiating or evaluating LFAs and their accompanying documents a clearer understanding of the factors involved. Pricing structures In the formative period of litigation funding, funders’ returns were set as a percentage of the damages (percentage pricing). That mirrored how risk-taking US law firms run contingent matters and echoed early investors’ view of litigation investing as comparable to Series A venture capital, which often involves a percentage stake in a company. As the market expanded, funders...
Continuing obligations for companies listed in the equity shares (commercial companies) listing category This Practice Note outlines the ongoing obligations that apply to a company listed in the equity shares (commercial companies) category under the UK Listing Rules ( UKLR). It also maps the origin of these continuing obligations in the former Listing Rules and highlights the principal changes from the premium listing regime that applied before 29 July 2024. Summary of continuing obligations The table below summarises the continuing obligations for an issuer with equity shares admitted in this category and notes the equivalent provisions in the former Listing Rules (in force prior to 29 July 2024). Significant transactions — UKLR 7 Disclosure-led regime for deals outside the ordinary course at or above 25% under the class tests, referred to as ‘significant transactions’. No requirement for advance shareholder approval or for issuing a...
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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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