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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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The Export Credits Guarantee Department ( ECGD) The UK’s official agency for export credit is the Export Credits Guarantee Department ( ECGD), which trades as UK Export Finance ( UKEF). UKEF forms part of central government. Its role is to advance UK exports by safeguarding the competitiveness of UK suppliers against overseas rivals that receive backing from their own export credit agencies. It achieves this by assisting UK exporters with guarantees, insurance, direct loans and unbiased guidance. This support is designed to keep UK businesses competitive in global markets. For further detail, see Practice Note: UK Export Finance ( UKEF). Lenders financing UKEF-supported exports, and UK exporters applying for UKEF assistance, must provide UKEF with information about the specific shipment and their wider business operations. Where that material is confidential or commercially sensitive, lenders and UK exporters will wish to be assured that the data...
ARCHIVED: This archived Practice Note summarises the former withholding tax exemption that applied to UK source yearly interest payments or royalty payments made before 1 June 2021 (or, in some instances, before 3 March 2021) to associated EU company recipients. The exemption was repealed by section 34 of the Finance Act 2021, taking effect for payments made on or after 1 June 2021 or, in particular cases, on or after 3 March 2021. This Practice Note is no longer maintained and is provided for background reference only. For other UK withholding tax exemptions, see Practice Note: Exemptions and reliefs from UK withholding tax on yearly interest. This Practice Note is relevant solely to UK source payments of interest and/or royalties made before 1 June 2021 or, in certain circumstances, before 3 March 2021. For further details, see: Brexit and repeal of UK legislation that gave effect to the...
ARCHIVED : this Practice Note is not maintained, as it concerns the application of EU free movement law in the UK before IP completion day, on which date domestic legislation giving effect to EU free movement was revoked, subject to specified savings and modifications. For more details, 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 has been kept in archived form for historical interest, because EU law as formerly implemented in the UK remains pertinent in certain limited situations. For historical versions of the Immigration ( European Economic Area) Regulations 2016, SI 2016/1052, including immediately prior to revocation, see Legislation.gov.uk. For the continuing development of EU free movement law in EU Member States, see: Immigration, employment & share incentives ( EU...
ARCHIVED: This Practice Note is archived and not being updated. Evidence-based policy is a method and mindset that supports people to take well-judged decisions on policies, programmes and projects by making sure policy design and delivery are guided by the strongest available evidence. As one Whitehall policymaker puts it in practical terms, there are two strands: evidence that action is required, and evidence that a chosen response is the right remedy. See What Works? Evidence-based Policy and Practice in Public Services, Nutley and Smith, 2000. The rise of evidence-based policy We should create policies that truly address problems, look ahead, are shaped by evidence rather than short-term pressures, and deal with root causes rather than symptoms, as set out in the White Paper Modernising Government, March 1999. The UK has been, and continues to be, among the world leaders in...
Background to emissions trading in the EU and the UK Emissions trading is a market-led method for tackling pollution. It seeks to cut harmful releases of carbon dioxide and other damaging greenhouse gases ( GHGs) that drive climate change. Trading in GHGs is often referred to as carbon trading. Such market-based systems let participants purchase and sell permissions to emit specified pollutants through emissions trading schemes ( ETS). The clear aim is to attach a price to emissions so businesses are encouraged to help avert climate change. Where the cost of allowances is sufficiently high, firms should be incentivised to cut their emissions, for instance by improving operational energy efficiency levels. Emissions trading ranks highly on the EU’s and UK government’s list of priorities. The European Commission’s report on the EU Emissions Trading System ( EU ETS) states that the growth in GHG...
ARCHIVED: This Practice Note is archived and is no longer maintained. What does the Market Insights trend report cover? This Market Insights Trend Report reviews voluntary ethnicity pay gap disclosures, in order to analyse the approaches adopted for ethnicity pay gap reporting across a cohort of 245 FTSE 350 companies......
What is the Energy Savings Opportunity Scheme ( ESOS)? ESOS is an energy assessment and efficiency scheme that is compulsory for organisations meeting the qualification thresholds. It stems from the EU Energy Efficiency Directive 2012/27/ EU, art 8(4)–(6), which obliges EU Member States to ensure enterprises that are not small-medium enterprises undergo an energy audit at least once every four years. For further details, see Practice Note: Energy Efficiency Directive 2012/27/ EU—snapshot [ Archived]. The obligations in art 8(4)–(6) have been implemented in the UK via the Energy Savings Opportunity Scheme Regulations 2014, SI 2014/1643. The Energy Act 2023 has conferred powers to make necessary ESOS changes post- Brexit, and the Energy Savings Opportunity Scheme ( Amendment) Regulations 2023, SI 2023/1182 introduced updates ahead of the Phase 3 compliance deadline. Qualifying organisations must carry out an energy assessment and an audit of their total energy...
Introduction Environmental, social and governance ( ESG) considerations are becoming ever more influential across capital markets. As a result, appetite for ESG ratings and datasets has surged, with investors increasingly weaving rating thresholds or targets into their investment frameworks and firms more often embedding references to ESG ratings within the structure and rollout of their sustainable investment offerings. Interest covers ratings as well as data products across markets. Investors and firms are responding by building them into investment processes and product design and delivery. Expansion of the ESG ratings and data markets has, in turn, prompted heightened attention from policymakers and supervisors in the UK and beyond. This piece outlines the UK’s regulatory moves concerning oversight of ESG ratings and data services. For context, it first reviews earlier materials issued by IOSCO, which effectively underpin the UK’s evolving regulatory framework. Within the EU, the...
This guide provides a high-level overview for inhouse counsel of certain mandatory reporting obligations for companies on non-financial and environmental, social and governance ( ESG) matters, with pointers to further resources for detail. It also outlines what a sustainability or ESG report is and summarises the main voluntary reporting frameworks available... Introduction Investors, shareholders, customers and other stakeholders increasingly expect fuller access to environmental and human rights information. The stronger focus on transparency and accountability through corporate governance and disclosure has renewed attention on the triple bottom line—how an organisation manages its environmental, social and economic impacts... There are both mandatory and voluntary ESG reporting requirements and frameworks. With the support of their in-house legal teams, companies will need to decide: whether they are legally obliged to disclose their ESG issues the depth of disclosure required which voluntary frameworks to use to produce a...
This Practice Note sets out and summarises high-level guidance on the obligations for systematic internalisers ( SIs), reflecting updates introduced by the Financial Conduct Authority ( FCA) through Policy Statement PS24/14 on improving transparency for bond and derivatives markets, together with the Discussion Paper on the future of the SI regime, and PS25/17 on the SI regime for bonds and derivatives, as well as other consultation proposals. What are systematic internalisers and why are they regulated? Funds, insurers and other major investors generally have two principal routes for transacting in securities. They may execute on a trading venue where many buyers and sellers meet, or they may deal directly with an investment firm (ie trading OTC) which, when completing those trades, acts on its own account. In the latter case, the securities traded are drawn from, or added to, the investment firm’s own...
STOP PRESS : Significant reforms to the UK prospectus regime came into effect on 19 January 2026. The fresh rules that govern public offers of securities and admissions to trading in the UK are primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and in the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are revoked. The changes aim to streamline capital raising and markedly cut the instances when a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in place before 19 January 2026. It considers the principal issues that arise when an existing listed or AIM UK company plans to...
STOP PRESS Major changes to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public securities offers and UK admissions to trading sits mainly in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are repealed. The package aims to streamline capital raising and markedly cut the instances where an issuer must produce an FCA approved prospectus for a further share issue. For comprehensive detail see Practice Note: UK prospectus regime reform. This Practice Note describes the regime that applied before 19 January 2026. What are the purpose of selling restrictions? Buying financial instruments, such as equity securities (for example, shares), can be intricate and outcomes uncertain, especially for less...
What is an equity derivative? Equity derivatives are contracts struck between two parties, or bought on an exchange, whose value arises from a company’s share price, a basket of shares, or a share index. They provide varied applications, giving investors flexible, cost‑effective access to movements in shares and equity markets that cannot be achieved through direct investment in the asset class. Traded over‑the‑counter ( OTC) or on exchange Include numerous structured equity products May be funded or unfunded Used mainly by funds and investors for speculation, and by end‑users and banks as commercial hedges Other uses also exist... Why use equity derivatives? They enable investors to gain the benefits of equity exposure without paying an upfront purchase price, stamp duty, and other taxes. Buying a derivative is typically cheaper than purchasing shares directly. Options, for example, require only a premium to be paid in advance to secure the right to buy or sell...
ARCHIVED: This archived Market Standards Trend Report offers a perspective on...
Background and approach ARCHIVED: This archived review explores the legal and regulatory shifts within equity capital markets ( ECM) during 2019 and forms part of our annual trend report, intended to illuminate the prevailing dynamics of UK ECM activity. The 2019 trend report also features: IPOs in 2019— Main Market and AIM [ Archived] Secondary Offers in 2019— Main Market and AIM [ Archived] Standard listings in 2019 [ Archived] Risk factor disclosure in 2019 IPOs [ Archived] Brexit The UK entered an implementation period on 31 January 2020, during which existing EU legislation continues to apply in the UK. The listing, prospectus and transparency frameworks in the UK—largely sourced from EU law—operate in this period exactly as they did before Brexit. However, UK representatives are no longer allowed to participate in EU institutions and other bodies....
ARCHIVED: This archived Market Standards Trend Report, ' Trends in UK Equity Capital Markets 2016', offers valuable insight into the forces and patterns shaping equity capital markets activity across the UK during the period......
ARCHIVED : This archived trends publication, Trends in UK Equity Capital Markets, explores contemporary dynamics in ECM activity relating to IPOs and secondary fundraisings across both the Main Market and AIM. The report reviews data spanning 2015 to 2017, and examines market activity in the first quarter of 2018. Highlights of the report: analysis and comparative assessment of ECM activity on the Main Market and AIM spotlight on headline IPO and secondary offering transactions completed over the past three years a three-year comparative overview of transaction volumes, gross proceeds and market capitalisation across both IPOs and secondary offers geographical trends in new listings and a comparison of country of incorporation and country of operation respectively......
This Practice Note reviews market movements and developments in IPOs and secondary offerings that completed on the Main Market of the London Stock Exchange, and on AIM, during 2025. For general information on IPOs and secondary offerings, see the Practice Notes titled IPOs—fundamentals and Undertaking a secondary offer—fundamentals. IPOs IPO activity picked up in 2025, totalling 23 flotations across the Main Market and AIM combined, up from 17 in 2024, though issuance remained muted versus long‑term norms and historical benchmarks. Main Market IPOs Main Market IPO numbers edged modestly up to nine deals, against seven the year before. Overall market capitalisation of companies floating rose sharply, propelled by a handful of larger deals, most prominently the dual listing of Fermi Inc., the year’s biggest IPO by value (£14.5bn). Gross proceeds raised also recovered from 2024 levels overall. As in prior years, once again Main Market...
ARCHIVED: The Market Standards trend report The Market Standards trend report explores activity across the UK equity capital markets ( ECM), concentrating on deals completed in 2020 and setting them against 2018 and 2019 for context. It reviews 597 transactions on the London Markets overall, comprising 174 initial public offers ( IPOs) and 423 secondary raises. Alongside analysis and commentary on both established and emerging themes, the report also offers perspectives on what may develop in 2021 and beyond. What does the Market Standards trend report cover? a three-year comparison of Main Market and AIM transaction volumes, market capitalisation and gross proceeds standout 2020 deals, including The Hut Group’s £5.8bn dual-class share structure IPO; three £1bn+ GDRs by Chinese issuers on the Shanghai- London Stock Connect; Aveva’s £2.8bn rights issue; and Compass Group’s £2bn cash box placing and retail offer in-depth sector breakdowns for IPOs and...
ARCHIVED: Lexis+® UK Corporate and Market Standards undertook analysis to track ECM market trends across 2019, benchmarking findings against activity in 2018 and 2017. The study reviewed 233 IPOs (131 on the Main Market and 102 on AIM) and 522 secondary offerings (289 on the Main Market and 233 on AIM). For standard listings, we assessed 22 companies that joined the standard segment of the Official List in 2019, whether by IPO, introduction, or transfer from AIM. Our examination of risk factor disclosures covered 38 prospectuses (for 2019 IPOs or fresh admissions to the Main Market) and 10 AIM admission documents. Topics covered in this report include: IPOs in 2019— Main Market and AIM IPO deal volume—three-year comparative view and month-by-month analysis IPO market capitalisation and gross proceeds—three-year comparative view and month-by-month analysis Industry sector focus Analysis of country of...
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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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