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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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Stop Press: Section 49 and Schedule 7 of the Finance Act 2026 revise the UK’s domestic rules on UK permanent establishments of non- UK companies, applying to accounting periods (for corporation tax) and tax years (for income tax) that start on or after 1 January 2026. The measures update both the definition of a UK permanent establishment and the methodology for attributing profits to a UK permanent establishment, each intended to align more closely with the OECD Model Tax Convention. They also adjust how the investment manager exemption operates. For further details, see News Analysis: Budget 2025— Tax analysis — International. A non- UK resident company trading in the UK may either incorporate a UK subsidiary or trade through a permanent establishment ( PE), commonly a branch. This Practice Note sets out the key UK tax considerations relevant to that choice, while...
Before disposing of a business or trade When planning a disposal, a corporate seller must choose the most suitable deal structure. Commercial drivers should lead, yet securing a tax-efficient outcome will inevitably be a key concern. The initial choice is whether to transfer: the business and its underlying assets (a business sale), or the shares in a subsidiary that holds the business and assets (a share sale) Broadly, sellers tend to prefer a share sale: it offers a straightforward exit and, where the substantial shareholdings exemption ( SSE) applies, any gain is exempt from tax. An asset deal is more likely to crystallise tax charges and leaves any pre-completion tax liabilities with the seller. This Practice Note does not address individual sellers or business asset disposal relief ( BADR). For more on BADR, see Practice Note: CGT—business asset disposal relief (formerly...
Initial steps Whether you are acting for the debtor, creditor, potential purchaser or a shareholder—and regardless of the jurisdiction in which the restructuring occurs (see Practice Note: Benefits of various jurisdictions)—the first priority is to gather all relevant security documents and carry out due diligence on the company or the wider group of companies... On larger restructurings with multiple parties and advisers, it is usual for one party (often the senior lenders) to manage the deal contact list, and you should promptly add your team’s details (phone, email, etc) so early communications can get underway... You will also be able to identify which firms represent each party, which can be informative—for example, if the bondholders have formed a committee and instructed lawyers, negotiations may become drawn out... As the objective is to restructure the company, understanding the live-side business is crucial when putting together your internal team. For...
ARCHIVED: This Practice Note is archived and no longer maintained. It provided an overview of the principal legal developments anticipated to affect corporate lawyers in 2024 and is supplied for background purposes only. For ongoing monitoring of legal and regulatory changes on particular subjects, see: Corporate governance horizon scanning—2024 [ Archived] National Security and Investment Act—progress tracker UK listing and prospectus regime reform—progress tracker SPAC tracker Dual class share structure tracker UK Listing Rules tracker Prospectus Regulation Rules tracker UK Prospectus Regulation tracker Disclosure Guidance and Transparency Rules tracker To follow key cases relevant to corporate practitioners, see: Case tracker—2024— Corporate [ Archived] To monitor or pinpoint market activity, use the Market Standards deal analysis tool, which includes more than 5,000 summaries of listed company deals. Deeper analysis of current themes in corporate practice appears in the...
STOP PRESS : On 16 July 2018, the Financial Reporting Council unveiled updated editions of the UK Corporate Governance Code ( UKCG Code) and its Guidance on Board Effectiveness ( FRC Guidance). These apply to premium listed issuers for accounting periods commencing on or after 1 January 2019. The commentary below mirrors the obligations in the 2016 UKCG Code and FRC Guidance and will be refreshed shortly. For more, see: New ‘shorter, sharper’ corporate governance code published, LNB News 16/07/2018 64, News Analysis: FRC publishes revised UK Corporate Governance Code and Practice Note: 2017–2019 Corporate governance reforms. This year’s annual round-up highlights some of the most notable developments from 2017 and previews what lies ahead in 2018, including: the government’s suggested corporate governance reforms; the launch of private fund limited partnerships; the new prospectus regime; and planned changes to the...
A Term Definition Annual return Up to and including 29 June 2016, companies and limited liability partnerships were required to submit an annual return to Companies House that satisfied the statutory content rules in Part 24 of the Companies Act 2006. Each return needed to include the particulars mandated by the Companies Act 2006 and related Regulations, and to be filed at Companies House within 28 days of the date to which it was made up. The prescribed document was Companies House Form AR01. For details of the content obligations under the earlier regime, see Practice Note: A company’s annual return (for companies with a made up date on or before 29 June 2016). From 30 June 2016, a company must instead deliver a confirmation statement within 14 days after the end of its review period (see A company’s confirmation...
This archived Practice Note This archived Practice Note distils the key legal developments anticipated to affect corporate lawyers during 2021 and beyond, and is reviewed and updated over the course of the year. Coronavirus ( COVID-19) will remain a major consideration throughout 2021; in the first instance, see the Coronavirus ( COVID-19)—legislation tracker [ Archived] and the Practice Note: Coronavirus ( COVID-19)—key issues for Corporate lawyers. Brexit-related developments will also continue; to monitor Brexit legislation, including statutory instruments, use the Brexit legislation tracker, and refer to the Brexit collection and Brexit timeline. To track legal and regulatory changes on specific themes, see: Corporate governance horizon scanning—2021 and beyond National Security and Investment Bill—progress tracker National Security and Investment regime—market practice tracker [ Archived] UK listing and prospectus regime reform—progress tracker SPAC tracker Dual class share structure tracker ...
ARCHIVED This archived Practice Note outlined the principal legal shifts anticipated to affect corporate lawyers in 2017 and has not been revised since that year. For developments from January 2018 onwards, see Practice Note: Corporate horizon scanning—2018 and beyond. To monitor legal and regulatory changes on particular subjects, consult our Trackers: Markets in Financial Instruments Directive ( Mi FID II) and Markets in Financial Instruments Regulation ( Mi FIR)—timeline (2007–2023) [ Archived] EU Prospectus Regulation tracker (2001–2020) Transparency Directive tracker [ Archived] Listing Rules tracker Disclosure Guidance and Transparency Rules Sourcebook tracker Prospectus Rules tracker Our Market Standards deal analysis tool—featuring over 3000 public company deal summaries—is available here. We also continue to provide detailed commentary on evolving corporate practice through core trend reports, alongside mini-trend and News Analysis pieces. For recent examples, see our Trend Reports subtopic. Key developments during 2017...
ARCHIVED: This Practice Note has been archived and is not maintained. This note condenses the principal legal shifts anticipated to affect corporate lawyers in 2022 and is supplied for background only. Coronavirus ( COVID-19) is expected to remain a major consideration throughout 2022; in the first instance, consult the Coronavirus ( COVID-19)—legislation tracker [ Archived] and Practice Note: Coronavirus ( COVID-19)—key issues for Corporate lawyers. Further notable changes to monitor in 2022 include those arising from Brexit. To follow Brexit-related legislation, including statutory instruments, use the Brexit legislation tracker, and consider the Brexit collection and Brexit timeline. To monitor legal and regulatory updates on particular themes, see: Corporate governance horizon scanning—2022 and beyond National Security and Investment Bill—progress tracker National Security and Investment regime—market practice tracker [ Archived] UK listing and prospectus regime reform—progress tracker SPAC tracker Dual class share structure tracker Listing Rules...
Archived Practice Note This archived Practice Note summarises the principal legal developments expected to affect corporate lawyers in 2020 and beyond, and is refreshed throughout the year. Unsurprisingly, key 2020 developments include those arising from Brexit. To monitor Brexit-related legislation, including statutory instruments, consult the Brexit legislation tracker, and see the Brexit collection and Brexit timeline. For topic-specific legal and regulatory updates, refer to: Markets in Financial Instruments Directive ( Mi FID II) and Markets in Financial Instruments Regulation ( Mi FIR)—timeline (2007–2023) [ Archived] Market Abuse Regulation—timeline Listing Rules tracker Prospectus Regulation Rules tracker EU Prospectus Regulation tracker (2001–2020) Disclosure Guidance and Transparency Rules tracker Transparency Directive tracker [ Archived] For significant cases relevant to corporate practitioners, see: 2020: Corporate case tracker To observe or pinpoint market activity, use the Market Standards deal analysis tool, which includes over 5,000...
The corporate interest restriction ( CIR) framework is extensive and intricate. This Practice Note concentrates on the elections a group can choose to make within its interest restriction return. Readers are also directed to: Practice Note: Corporate interest restriction—quick guide for a brief, high-level overview of the CIR and the background to its introduction Practice Note: Corporate interest restriction—glossary of key terms for the meanings of key terms and concepts used throughout the CIR legislation Practice Note: Corporate interest restriction—the main rules for a closer look at the principal operative provisions of the CIR Practice Note: Corporate interest restriction—administration for the more administrative aspects of the CIR, including the interest restriction return The CIR rules permit groups to make specific elections that change the computation of group-interest and other amounts that feed into the group ratio method....
An introduction to the legislation Corporate Insolvency and Governance Act 2020 Spurred by the coronavirus ( COVID-19) pandemic, the Corporate Insolvency and Governance Act 2020 ( CIGA 2020) reached the House of Commons on 20 May 2020 and secured royal assent on 25 June 2020. Its purpose is to nurture a rescue culture, giving companies facing financial stress more scope to reorganise and steer clear of formal insolvency procedures—often terminal—during the coronavirus period and afterwards. It is therefore a comparatively debtor friendly piece of legislation. While giving statutory effect to temporary steps announced by the government as part of its coronavirus response, it also, more significantly, introduced permanent tools into the UK corporate insolvency and restructuring framework. This Practice Note summarises the changes to insolvency and restructuring law contained in CIGA 2020, drawing out key issues and discussion points for lenders, and provides links to further reading for those...
The purpose of internal control Internal control exists to support the identification, handling and mitigation of risk in settings where a company’s aims, internal organisation and the broader markets in which it operates are constantly shifting, adapting to changing conditions, and the risks it encounters will evolve over time and across cycles. Although a company cannot abolish these risks, a robust internal control system is central and fundamental to managing risks that are material to achieving its business objectives and to helping safeguard shareholders’ investment interests and the company’s assets and resources. Under the Financial Reporting Council’s UK Corporate Governance Code ( UKCG Code), the board of a premium listed company must establish processes to manage risk effectively, oversee the internal control framework, and define the nature and scale of the principal risks it is prepared to assume in pursuing its strategic...
ARCHIVED: This content was published in 2020 and is not maintained. The Market Standards Trend Report, Ethnicity in Corporate Governance Reporting 2020, reviews the current recommendations and guidelines for public companies concerning ethnic diversity reporting in the UK, concentrating on the way these expectations and requirements have been interpreted, implemented and publicly reported on by FTSE 100 constituents. The report also assesses recent and upcoming developments anticipated to influence this area, and offers companies expert best practice guidance in advance of the target deadline set by the Parker Review for FTSE 100 companies to have at least one ethnic minority director on the board by the end of 2021. Topics covered include: an overview of ethnic diversity targets and reporting requirements for public companies an examination of the common challenges experienced in relation to definitions, terminology, and ......
FRC Culture Report In July 2016, the Financial Reporting Council released a study on corporate culture (the FRC Culture Report), examining how organisational culture influences a company’s governance. A central conclusion was that strong governance relies on companies engaging with, and reporting to, their stakeholders. The government reinforced this in its August 2017 response to the green paper on corporate governance reform, highlighting better stakeholder engagement and reporting. The resulting reform package included proposals to: introduce secondary legislation requiring large public and private companies to explain how their directors meet section 172 of the Companies Act 2006 ( CA 2006), including taking account of employees and other interests when seeking to promote the company’s success invite the FRC to consult on creating a new UKCG Code principle underlining the need to strengthen the voice of employees and other...
This archived Practice Note outlined the principal changes anticipated to influence the corporate governance framework in 2018. It has not been revised since that year. For updates from January 2019 onwards, see Practice Note: Corporate governance: horizon scanning—2019 and beyond. In August 2017, the government issued its response to the green paper on corporate governance reform. It set out several measures, including a refreshed UK Corporate Governance Code, additional reporting duties under the Companies ( Miscellaneous Reporting) Regulations 2018, and the Wates Corporate Governance Principles for Large Private Companies. Please share suggestions for topics to track via Knowhow Lawyers Corporate@lexisnexis.co.uk. Mini-index January 2018 February 2018 March 2018 April 2018 May 2018 June 2018 July 2018 September 2018 No specific date in 2018 confirmed 2019 and beyond January 2018 Updated policies from the Pensions and Lifetime Savings...
This archived Practice Note summarised a wide range of corporate governance reforms announced or brought into force during 2017–2019, such as the Companies ( Miscellaneous Reporting) Regulations 2018, the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the 2018 revisions made to the AIM Rules and to the QCA Code, the BEIS consultation on insolvency and corporate governance, and the Kingman review. It has not been refreshed since 2019. Background In November 2016, the government, acting through the Department for Business, Energy and Industrial Strategy ( BEIS), published a Green Paper on corporate governance reform ( Green Paper). The Green Paper sought views on areas where changes to the UK’s corporate governance framework were being considered: executive pay enhancing the voice of employees, customers and wider stakeholders extending elements of the corporate governance regime to large private...
This archived Practice Note set out the headline legal developments anticipated to affect the corporate governance landscape in 2021. It has not been updated since 2021. You are welcome to propose matters for inclusion in our horizon scanner at: Knowhow Lawyers Corporate@lexisnexis.co.uk. For a wider survey of developments expected to impact corporate practitioners in 2021 and beyond, see Practice Note: Corporate horizon scanning—2021 and beyond. Mini–index January 2021 February 2021 March 2021 November 2021 No specific date in 2021 2022 and beyond January 2021 27 January 2021 — Closing date for submissions to the Task Force on Climate-related Financial Disclosures ( TCFD) consultation on forward-looking financial sector metrics to be reported by institutions. The TCFD seeks views on its 29 October 2020 consultation regarding forward-looking metrics for the financial sector, questioning the ‘usefulness and...
Section 2— Setting the scene This Resource Note summarises the core requirements of Section 2 of the UK Corporate Governance Code ( UKCG Code) on the division of responsibilities, and signposts key third‑party materials, guidance, commentary and analysis, together with our own resources, to support practical application... Materials covered Financial Reporting Council ( FRC) 2018 Guidance on Board Effectiveness Chartered Governance Institute ( CGI) guidance (formerly ICSA: The Governance Institute) Institutional Shareholder Services ( ISS) United Kingdom and Ireland Proxy Voting Guidelines 2024 Pensions and Lifetime Savings Association ( PLSA) Stewardship and Voting Guidelines 2024 Pensions & Investment Research Consultants Ltd ( PIRC) Shareholder Voting Guidelines, available to purchase from PIRC’s website Investment Association ( IA) Comply or Explain: Investor Expectations and Current Practices ( December 2012) EY/ IA joint report, Board...
STOP PRESS: The latest UK Corporate Governance Code (2024 UKCG Code) was issued on 22 January 2024, introducing modest updates to the version released in 2018 (2018 UKCG Code). The 2024 UKCG Code will apply to accounting periods starting on or after 1 January 2025, except for Provision 29, which concerns a board declaration regarding internal controls and will take effect for accounting periods beginning on or after 1 January 2026. In parallel, the best practice guidance that supported the 2018 UKCG Code has been merged into a single digital source to accompany the 2024 UKCG Code. For more detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note sets out the key provisions in Section 5 of the UK Corporate Governance Code on ‘ Remuneration’, and points to relevant third party materials, guidance, commentary and analysis, alongside...
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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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