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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 is a practical ‘how to’ on appointing a franchisee. It outlines a synopsis of franchising, sets out alternative routes to market, highlights considerations before choosing a franchisee, and key points to weigh up when negotiating a franchisee agreement. What is franchising? Franchising is a commercial model where the franchisor ( A) permits the franchisee ( B) to supply A’s goods or services using A’s established brand, operating know‑how, processes, technology and systems, in return for fees or royalties payable to the franchisor. It is a contractual arrangement under which the franchisor delivers a proven business format, brand recognition, training, continuing support, and access to marketing collateral and resources. In return, the franchisee agrees to follow the franchisor’s established methods, comply with brand standards, and pay fees or royalties for the assistance and advantages provided. Franchising appears in several formats. A...
ARCHIVED: This Practice Note is archived and not maintained. How does Brexit affect franchising? With no EU-derived laws targeted specifically at franchising, the consequences of Brexit for franchisors and franchisees are chiefly practical: revisit how franchise agreements are drafted and negotiated, review intellectual property rights protection, and assess any competition law ramifications for the arrangement. See News Analysis: What will Brexit mean for franchisors and franchisees, and how to prepare? Franchise agreements Examine franchise agreements and related arrangements to confirm they remain appropriate post‑ IP completion day, both for the commercial terms they capture and the contractual wording used. Decide whether particular contracts or general standard terms should be amended or adapted. Areas to scrutinise include territorial scope, pricing, tax, intellectual property, data protection, applicable law, jurisdiction and dispute resolution. See Practice...
How does the fracking process work? Shale gas extraction, or hydraulic fracturing (‘fracking’), involves pumping water and chemicals into shale at very high pressure to free natural gas, chiefly methane, trapped within the rock. Vertical well bores are drilled thousands of feet into the ground, passing through sediment layers, the water table, and shale formations to reach the gas. The drilling is then diverted horizontally, where a cement casing is installed and functions as a channel for the vast volumes of water, fracking fluid, chemicals and sand required to fracture the rock and shale. These cracks enable the gas to be extracted from the rock formations. Fracking is typically undertaken at considerable depth (1.7km to 3.1km), influencing a wide horizontal area as the geological sequence is utilised. UK’s position on fracking The UK government has, historically, been supportive of fracking. However, following a series of seismic events at the...
Brexit impact As at 31 January 2020 (exit day), the UK ceased to be an EU Member State, yet it moved into an implementation phase during which the EU continued to treat it as a Member State for many purposes, for that interim period in particular. Precisely at 11 pm ( GMT) on 31 December 2020 the Brexit transition/implementation period, established following the UK’s departure from the EU, came to a close. At that moment (termed in UK legislation as ‘ IP completion day’), key transitional measures expired and substantial changes started to apply across the UK’s legal framework. Any amendments relevant to this content will be detailed below. On 24 December 2020, the European Commission and the UK government jointly declared agreement in principle on the legal terms governing the future UK‑ EU relationship. Announced only a week ahead of IP...
Introduction to flood insurance As climate change drives more frequent flooding and the expense of repairs rises, the property, legal and financial sectors are becoming increasingly alert to floods and associated risks. Flood insurance is essential to managing the financial consequences of flood damage. Most commercial lending arrangements insist on fully comprehensive insurance. Flood insurance Cover Flood insurance will usually offer varying elements of cover depending on the policy terms and whether the premises are for domestic or commercial use. Cover is commonly available for the following losses: flood damage/direct loss—protection for losses arising directly from flooding. This may include replacement or financial reimbursement for items damaged or destroyed, such as business stock or belongings. It can also extend to costs for repairing structural damage from floodwater, essential services and restoration, and works to make a property habitable, for example ‘drying out’ ...
This Practice Note provides a concise, at-a-glance overview of the fixed line telecoms industry for commercial lawyers. Fixed lines Section 32(1) of the Communications Act 2003 defines an ‘electronic communications network’ as: a transmission system conveying signals of any description by electrical, magnetic or electro-magnetic energy; and associated items used by the provider, in association with that system, for the conveyance of the signals, comprising: apparatus forming part of the system; apparatus for switching or routing the signals; software and stored data; and other resources (except for the purposes of sections 125 to 127), including network elements that are not active. For fixed lines, this encompasses electrical energy in standard conducting cables or wires;...
Scope of this Practice Note This Practice Note explores the measures that have been adopted by the UK government and by financial watchdogs—particularly the Financial Conduct Authority ( FCA), the Bank of England ( Bo E) (including the Prudential Regulation Authority ( PRA)) and the Payment Systems Regulator ( PSR)—to foster innovation in the UK financial technology (fintech) market, and to do so within a well‑regulated framework. It outlines the leading financial innovations; charts the current position of the fintech sector and the successes achieved to date; considers the future prospects together with the associated risks linked to financial innovation; and sets out the regulatory approach that is intended to stimulate the development of, and investment across, the fintech industry. It also examines the part played by financial regulators in response to the growing use of artificial intelligence ( AI). Fintech covers a wide...
How to use this Practice Note The terminology and meanings adopted in this Practice Note mirror those in the Financial Conduct Authority ( FCA) Handbook and the Prudential Regulation Authority ( PRA) Rulebook (together, the Regulators). Entities that are authorised, or intend to obtain authorisation, are described in the Handbook and Rulebook as ‘firms’. For consistency, that label is used throughout this Practice Note. A complete definition of ‘firm’ appears in the FCA and PRA Glossary. This Practice Note is set out in two sections and will help you to: determine whether your firm carries on a regulated activity and therefore needs authorisation or a variation to an existing permission navigate the steps to secure authorisation or to lodge an application to vary an existing permission The risk for in-house lawyers The supply of financial services and products is no longer confined to banks and...
ARCHIVED: This Practice Note is archived and no longer maintained following the UK regulators’ March 2025 decisions to drop D& I reforms after stakeholder feedback, in light of legislative changes and to minimise regulatory burdens on firms. D& I is addressed in Practice Note: FCA supervisory and enforcement focus on culture. Proposals on non-financial misconduct were progressed; see Practice Note: Non-financial misconduct in financial services—essentials. Developments in both areas are tracked in: Culture and social governance in financial services—timeline. This Practice Note reviews the Financial Conduct Authority’s ( FCA) and Prudential Regulation Authority’s ( PRA) proposed regulatory frameworks for diversity and inclusion in the financial services sector as set out in FCA CP23/20: Diversity and inclusion in the financial sector—working together to drive change, and PRA CP18/23: Diversity and inclusion in PRA-regulated firms. It also includes responses and feedback on the...
This Practice Note considers the requirements and guidance on risk control (the risk control rules) relevant to firms, drawn from the Senior Management Arrangements, Systems and Controls sourcebook in the Financial Conduct Authority ( FCA) Handbook ( SYSC) and the Prudential Regulation Authority ( PRA) Rulebook, and includes measures that will replace Commission Delegated Assimilated Regulation ( EU) 2017/565 (the UK Mi FID II Organisational Regulation) upon its revocation on 23 October 2025. Risk control rules applying to UK financial services firms The risk control rules applicable to firms are contained in: the overarching obligation to maintain effective risk control processes in SYSC 4.1.1R SYSC 7 Risk control SYSC 21 Risk control: guidance on governance arrangements Dual-regulated firms should also be mindful of parallel provisions in the following sections of the PRA Rulebook: Risk Control (which applies to CRR firms, as defined in the PRA...
This Practice Note sets out how the Financial Conduct Authority ( FCA), the Payment Systems Regulator ( PSR), the Prudential Regulation Authority ( PRA) and the Financial Policy Committee ( FPC) interact and co-ordinate effectively. It also outlines the ways in which UK regulators engage with regulators and regulatory bodies beyond the UK, including the memorandum of understanding ( Mo U) on financial services between the EU and the UK. For guidance on each regulator, see: UK regulators—financial services—overview. UK regulatory structure The Financial Services Act 2012 ( FSA 2012) revised existing financial services legislation, in particular the Financial Services and Markets Act 2000 ( FSMA 2000), by abolishing the Financial Services Authority ( FSA) and assigning the Bank of England ( Bo E) responsibility for financial stability, bringing together macro and micro prudential regulation......
This Practice Note outlines the outsourcing obligations for firms contained in the Financial Conduct Authority ( FCA) Handbook’s Senior Management Arrangements, Systems and Controls sourcebook ( SYSC), and in the Prudential Regulation Authority ( PRA) Rulebook, including provisions that will replace Commission Delegated Assimilated Regulation ( EU) 2017/565 (the UK Mi FID II Organisational Regulation) from its revocation on 23 October 2025. It also highlights that the data protection framework in Assimilated Regulation ( EU) 2016/679 ( UK GDPR) includes requirements relevant to outsourcing. For more, see Practice Note: Outsourcing and data protection... Outsourcing rules applying to UK financial services firms The outsourcing rules that apply to UK financial services firms are found in: the overarching requirement to maintain effective processes in SYSC 4.1.1R, and SYSC 8 Dual-regulated firms should also consider the corresponding provisions in these Parts of the PRA...
This Practice Note offers an introduction to elements of the legal and regulatory framework aimed at preventing fraud in financial services. It covers: the FCA’s role and the duties on financial services firms to keep systems and controls that deter fraud common fraud types in financial services and the FCA’s expectations of firms in preventing them compensation and redress for victims, including the PSR’s mandatory reimbursement for Authorised Push Payment ( APP) fraud developments in anti‑fraud legislation and in regulatory, payments sector and consumer protection initiatives other key actors involved in preventing fraud in financial services Overview As a global financial centre with an open economy, the UK is exposed to economic crime from money laundering to fraud and market abuse. Fraud often serves as the predicate offence to money laundering and terrorist financing; it is frequently serious and...
Legislative framework for data security UK GDPR The Assimilated Regulation ( EU) 2016/679—known as the UK General Data Protection Regulation ( UK GDPR)—is the principal source of data protection law in the UK. It is complemented by the Data Protection Act 2018 ( DPA 2018). For more on the UK GDPR and the DPA 2018, see Practice Notes: UK GDPR—the basics and The Data Protection Act 2018. FCA data protection requirements The FCA’s data protection requirements are outlined on its Data protection webpage. Customer data means any identifiable personal information a firm holds or retains about a customer. This may exist in any format or medium and includes: details gathered by the firm to meet anti-money laundering obligations data collected by the firm as part of the customer on-boarding process information secured by the firm to satisfy its suitability and appropriateness requirements, and any other identifiable personal...
Archived This Practice Note is archived and is not being maintained. For details of the Financial Conduct Authority’s ( FCA’s) powers to bring prosecutions in financial services, refer to Practice Note: FCA prosecution of criminal offences—essentials. Insider dealing and market abuse constitute financial crime, arising from misconduct within a market or the misuse of market-related information. A civil and regulatory framework aimed at detecting, deterring, or preventing financial crime across the regulated sector operates under the Financial Services and Markets Act 2000 ( FSMA 2000) and the onshored UK Market Abuse Regulation (which implements Retained Regulation ( EU) No 596/2014 ( OJ L 173/1) of the European Parliament and of the Council of 16 April 2014 on market abuse ( EU Market Abuse Regulation) (which applies in the UK as of IP completion day)). This regime sits alongside the criminal offences of insider dealing and...
Financial Services Brexit Q& As What are the key features of a Brexit SI? This Q& A sets out the spectrum of Brexit-related statutory instruments ( Brexit SIs) being prepared for the UK’s departure from the EU. Using powers in the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), and other enabling Acts, government is introducing SIs across numerous policy areas ahead of exit day. Legal teams are following developments closely to pinpoint technical and substantive amendments affecting their practice. It highlights the hallmarks of Brexit SIs and how to recognise and distinguish them in your alerts. What is retained EU law? This Q& A explains the scope and meaning of retained EU law under the EU( W) A 2018, including preserved legislation, principles and case law. It also covers the principal exclusions and the relevant transitional...
This Practice Note outlines how the UK sanctions framework operates. The financial sanctions regime applies to every organisation. This Practice Note sets out: what financial sanctions are and who sets them how the UK administers and enforces financial sanctions a brief overview of offences and penalties key components of the regime, including asset freezes, lists and licences how the regime differs from anti-money laundering ( AML), counter-terrorist financing ( CTF) and counter-proliferation financing the consequences of getting it wrong For practical steps on compliance, see Practice Notes: How to manage sanctions compliance; for law firms: How to manage sanctions compliance—law firms; Sanctions—systems and controls; for law firms: Sanctions—systems and controls—law firms; and Financial sanctions compliance—examples of good (and poor) practice. What are sanctions and who imposes them? Sanctions are time-limited international restrictions or bans intended to: encourage a shift in the...
Scope of this Practice Note This Practice Note outlines the carve-outs from the financial promotion restriction that apply across all controlled activities. For detail and background on the restriction, see Practice Note: The financial promotion regime—essentials. The exemptions referenced in this Practice Note are contained and detailed in Part IV of the Financial Services and Markets Act 2000 ( Financial Promotion) Order 2005, SI 2005/1529 ( FPO), as amended from time to time, including, for example, by the Financial Services and Markets Act 2000 ( Claims Management Activity) Order 2018, SI 2018/1253, and the Financial Services and Markets Act 2000 ( Amendment) ( EU Exit) Regulations 2019, SI 2019/632). The exemptions concern: specific kinds of communication communications aimed at particular recipients, and communications made by particular persons The FPO sets out a list of over 70 exemptions that are available to those who are not...
Exemptions from the financial promotion restriction This Practice Note examines exemptions from the financial promotion restriction that are most pertinent to financial services practice. For broader detail on the restriction in general, see Practice Note: The financial promotion regime—essentials. The exemptions to the restriction fall into three categories and are contained in the Financial Services and Markets Act 2000 ( Financial Promotions) Order 2005, SI 2005/1529 ( FPO). They are arranged by type of activity: provisions covering every controlled activity ( FPO SI 2005/1529, Pt IV) provisions for deposits and insurance ( FPO SI 2005/1529, Pt V) provisions for specified controlled activities, excluding deposit taking ( FPO SI 2005/1529, Pt VI) provisions for controlled claims management activities ( FPO SI 2005/1529, Pt VIA, arts 73A–73J) For guidance on the exemptions applying to all controlled activities, see Practice Note: Exemptions for all controlled activities; for guidance on deposits and...
This Practice Note outlines how authorised firms approve financial promotions under section 21 of the Financial Services and Markets Act 2000 ( FSMA 2000), the regulatory framework for such approvals, and the Financial Conduct Authority ( FCA) requirements set out in chapter 4.10 of the FCA’s Conduct of Business sourcebook ( COBS 4.10). For details on the financial promotion regime under FSMA 2000, s 21, see Practice Note: The financial promotion regime—essentials. Approval by an authorised person As noted above, the financial promotion restriction in FSMA 2000, s 21 does not apply where an authorised person has approved the content of a communication. The approval should be intended to enable unauthorised persons to issue financial promotions without infringing the restriction. Although the rule requires approval to concern the content of communications, it should attach specifically to the portion of 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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