Featured documents
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
Most recent Practice notes
STOP PRESS A refreshed UK Corporate Governance Code ( UKCG Code) was released on 22 January 2024 (the 2024 UKCG Code). It introduces modest amendments to the 2018 iteration (2018 UKCG Code). The 2024 UKCG Code takes effect for accounting periods commencing on or after 1 January 2025, save for Provision 29—covering the board’s declaration on internal controls—which applies to periods beginning on or after 1 January 2026. In parallel, the best practice guidance that accompanied the 2018 UKCG Code has been consolidated into a single digital resource supporting the 2024 UKCG Code. For more detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note distils the principal provisions of Section 1 ( Leadership and Purpose) of the UK Corporate Governance Code and signposts pertinent third-party materials, guidance, commentary and analysis, together with resources, to provide practical assistance on applying the...
Corporate governance comprises the frameworks, policies and procedures designed to steer and oversee a company. When a business embeds robust corporate governance policies, it tends to cultivate trust, transparency and accountability, and supports a fairer society by balancing the interests of all stakeholders. Sound governance is also thought to underpin strong corporate performance and help organisations nurture growth, long-term investments, financial stability and business integrity. The UKCG Code is a central pillar of the UK’s corporate governance regime. It is administered by the Financial Reporting Council ( FRC). It sits at the heart of this governance framework. Evolution of the UKCG Code Following a series of high-profile corporate scandals, the Committee on the Financial Aspects of Corporate Governance was created in May 1991 to review UK corporate governance in relation to financial reporting and accountability. The committee, chaired by Sir Adrian Cadbury, issued its final...
Composition, succession and evaluation This Resource Note sets out the key elements of Section 3 of the UK Corporate Governance Code ( UKCG Code), covering ‘ Composition, succession and evaluation’, and signposts pertinent external materials, guidance, commentary and analysis, alongside our own tools, to provide practical direction on applying it in practice......
STOP PRESS: A revised UK Corporate Governance Code ( UKCG Code) was released on 22 January 2024 (2024 UKCG Code). It introduces only limited amendments to the current UKCG Code, first issued in 2018 (2018 UKCG Code). The 2024 UKCG Code applies to accounting periods commencing on or after 1 January 2025, save for Provision 29, which requires a board declaration on internal controls and applies to accounting periods beginning on or after 1 January 2026. In addition, the best practice guidance supporting the 2018 UKCG Code has been consolidated into a single digital source to sit alongside the 2024 UKCG Code. For further detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note examines those parts of the Introduction to the UK Corporate Governance Code ( UKCG Code) that relate to reporting on, and applying, the UKCG Code. It...
This archived Practice Note looked at the impact of Brexit on the UK corporate governance regime. No updates have been made since May 2022. At 11pm ( GMT) on 31 January 2020 (exit day), the United Kingdom departed the European Union pursuant to a ratified Withdrawal Agreement concluded between the UK and the EU. From that point, the EU regarded the UK as a ‘third country’, ie a state that is neither an EU Member State nor a member of the European Free Trade Association ( EFTA) at all. Under the Withdrawal Agreement, for a transition period (called the implementation period in the UK) after exit day, the UK was bound by existing and new EU laws and remained still subject to the jurisdiction of the Court of Justice of the European Union. However, it no longer belonged to the EU’s political...
This archived Practice Note outlined the principal developments anticipated to influence the corporate governance regime in 2016. It has not been revised since 2016. For legal developments from January 2018 onwards, see Practice Note: Corporate governance: horizon scanning—2018 and beyond. In its 2015 annual report on corporate governance and stewardship, the Financial Reporting Council ( FRC) indicated it did not plan any significant changes to the UK Corporate Governance Code ( UKCG Code) before 2019, aside from limited amendments to implement European audit legislation. The FRC instead prioritised strengthening corporate culture and updating its ‘ Guidance on Board Effectiveness’. However, following the government’s Green Paper on Corporate Governance Reform published in November 2016, changes to the UKCG Code were likely during 2017. Please send suggestions for topics to monitor to Knowhow Lawyers...
Corporate ‘failure to prevent’ offences Corporate ‘failure to prevent’ offences have proved an effective way of prompting organisations to establish and uphold internal systems and procedures aimed at stopping particular financial offences. Since the arrival in 2011 of the failure to prevent bribery offence under section 7 of the Bribery Act 2010 ( BA 2010), two corporate criminal offences of failing to prevent the facilitation of UK and foreign tax evasion under sections 45 and 46 of the Criminal Finances Act 2017 ( CFA 2017) were introduced in 2017, and the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) commenced on 1 September 2025. The growth in both scope and number of these failure to prevent offences reflects the acknowledged aim of successive governments to widen corporate criminal liability to encompass a broader range of...
Companies operating in the UK may be required to report on environmental matters in accordance with: The Companies Act 2006 ( CA 2006), notably within directors’ and strategic reports that cover environmental issues, greenhouse gases, energy and carbon, together with non-financial reporting statements. CA 2006 obligations have broadened as successive regulations have been introduced in this area, all of which are set out below. For more information, see: The directors’ report ( CA 2006)—mandatory greenhouse gas reporting and energy and carbon reporting The strategic report ( CA 2006)—duty to report on environmental matters Mandatory Section 172 statement Task Force on Climate-related Financial Disclosure ( TCFD) implementation in the UK, which differs by entity type. For more...
A demerger is the division of a company’s business into two or more segments, usually continued by successor entities that remain under the original ownership. Typical commercial reasons include: splitting a business ahead of a sale or other deal bringing in different shareholders (or option holders) to one venture but not another separating activities with differing risk, regulatory or commercial profiles resolving a shareholder dispute releasing value from an underlying business carving out a non-core activity as the group matures, or using a demerger as an alternative to a sale There may also be tax advantages, for example: investment businesses can be split from trading businesses so trading businesses can qualify for: business asset disposal relief (formerly entrepreneurs' relief) the...
ARCHIVED: This Practice Note has been archived and is not maintained For current government bills relevant to corporate crime in 2024, see Practice Note: Corporate Crime bills tracker—2024 [ Archived]. This archived Practice Note monitored government bills pertinent to corporate crime as they moved through the UK Parliament from 1 January to 31 December 2023, and included signposts to additional material on each statute. For significant secondary legislation of interest to corporate crime lawyers in 2023, see Practice Note: Corporate Crime horizon scanner—2023 [ Archived]. This bills tracker was created to help corporate crime practitioners stay abreast of primary legislation and bills affecting their specialist practice areas, including: Investigation of criminal conduct Criminal procedure and evidence Sentencing Consumer protection offences Cybercrime and data protection offences Environmental offences Health and safety and corporate manslaughter...
ARCHIVED This Practice Note is archived and no longer updated. For insights on what to monitor in 2022, see Practice Note: Corporate Crime horizon scanner 2022. Previously, this note outlined the principal legal developments anticipated to affect corporate crime lawyers during 2021. Coronavirus ( COVID-19) remained a major issue throughout 2021... Resources for corporate crime practice Practical guide to remote hearings in the criminal courts Brexit legislation tracker Brexit collection Brexit timeline Key primary legislation For details of primary legislation and the progress of government bills relevant to corporate crime introduced in the House of Commons or House of Lords, see Practice Note: Legislation tracker for corporate crime practitioners—2021... Key secondary legislation Upcoming secondary legislation of potential interest to corporate crime lawyers includes: Commencement date: 1 January 2022 — SI: The Food Information ( Wales) ( Amendment) Regulations 2021, SI 2021/1383 — Further...
ARCHIVED: This Practice Note is archived and no longer maintained. For insight on what to look out for in 2025, see Practice Note: Corporate Crime horizon scanner—2025 [ Archived]. This note outlined the principal legal changes affecting corporate crime practitioners in the UK during 2024. For developments in 2023, see Practice Note: Corporate Crime horizon scanner—2023 [ Archived]. Key primary legislation For information on primary legislation and the status of government bills relevant to corporate crime that were introduced in the House of Commons or the House of Lords during 2024, see Practice Note: Corporate Crime bills tracker—2024 [ Archived]. Key secondary legislation For upcoming secondary legislation of interest to corporate crime lawyers as at 2 January 2025, consult Practice Note: Corporate Crime horizon scanner—2025 [ Archived]. Ongoing consultations/calls for evidence Ongoing consultations of potential interest to UK corporate crime lawyers include: Closing date: 22...
ARCHIVED: This Practice Note has been archived and is not maintained. For details on government bills touching corporate crime in 2025, refer to Practice Note: Corporate Crime bills tracker—2025 [ Archived] as signposted. This Practice Note monitored the journey of government bills pertinent to corporate crime as they moved through the UK Parliament across the period 1 January to 31 December 2024. It also included links to additional material on each item of legislation, offering further information for every bill referenced. For insight into notable secondary legislation of interest to corporate crime practitioners in 2024, see Practice Note: Corporate Crime horizon scanner—2024 [ Archived] for context. After the 2024 general election was declared, numerous bills lapsed automatically on the dissolution of Parliament at that time. For further detail, see News Analysis: General election announced for 4 July 2024 and LNB News 24/05/2024 99 for...
ARCHIVED: This Practice Note is archived and is not maintained. For more on what to watch in 2024, see Practice Note: Corporate Crime horizon scanner—2024 [ Archived]. This note offered a summary of the main legal developments that affected corporate crime lawyers in the UK during 2023. For details of what occurred in 2022, see Practice Note: Corporate Crime horizon scanner 2022 [ Archived]. Key primary legislation For information on primary legislation and the progress of government bills relevant to corporate crime that were tabled in either the House of Commons or the House of Lords in the UK Parliament during 2023, see Practice Note: Corporate Crime bills tracker—2023 [ Archived]. Key secondary legislation For forthcoming secondary legislation that may interest corporate crime lawyers as at 2 January 2024, see: Corporate Crime horizon scanner—2024 [ Archived]. Ongoing...
ARCHIVED: This Practice Note is archived and no longer maintained. For insight on what to watch in 2023, see Practice Note: Corporate Crime horizon scanner—2023 [ Archived]. This note outlines the principal legal developments anticipated to influence corporate crime lawyers during 2022 and beyond, and also summarises the key developments already realised in 2022. For information on what occurred in 2021, see Practice Note: Corporate crime horizon scanner— September 2021 and beyond [ Archived]. Key primary legislation For details of primary legislation and the progress of government bills relevant to corporate crime that have been tabled in the House of Commons or the House of Lords, see Practice Note: Corporate crime bills tracker—2022. Key secondary legislation For forthcoming secondary legislation likely to interest corporate crime lawyers as at 3 January 2023, see Corporate Crime horizon scanner—2023 [...
Reviewing 2017 This year’s annual round-up recaps pivotal changes from 2017 and signposts what is coming in 2018, including: a new corporate criminal offence for failure to stop the facilitation of tax evasion shifts in anti-money laundering regulation notable case law: SFO v ENRC, Ivey v Genting Casinos and R v Rose amendments to the Criminal Procedure Rules ( Crim PR) Looking ahead to 2018, we expect movement on: legal professional privilege in criminal investigations a new regime for financial and trade sanctions under the Sanctions and Anti- Money Laundering Bill the proposed Sentencing Code We also share updates on Lexis Nexis®’s content, covering last year’s highlights and what is planned for the next twelve months. Tax evasion—failure to prevent the facilitation of tax evasion What happened? The Criminal Finances Act 2017 ( CFA 2017) introduced two corporate...
FORTHCOMING CHANGE relating to UK transfer pricing legislation: Finance Act 2026 ( FA 2026) introduces a suite of revisions to the UK’s transfer pricing regime. Effective for accounting periods commencing on or after 1 January 2026, once enacted, the rules will, among other reforms, disapply UK-to- UK transfer pricing (with limited carve-outs to block tax arbitrage), revise the participation condition, and implement a range of updates to the financial transactions provisions so that UK requirements are closely aligned with the OECD Transfer Pricing Guidelines. In parallel, the government also confirmed at Budget 2025 that it will move ahead with an obligation for in-scope multinationals to submit annual information on cross-border related party dealings for accounting periods beginning on or after 1 January 2027—the detailed regulations for the new ‘ International Controlled Transactions Schedule’ ( ICTS) are anticipated in spring 2026 in due course. For...
The sale of a company's business can be structured as either: a disposal of the business assets held by the current owner, including goodwill (an asset sale); or a sale of shares where the business is operated through a company (a share sale) The decision between an asset sale and a share sale is driven by tax and non-tax factors. See Practice Note: Share sale or asset sale—tax considerations for a summary of the differing tax advantages and disadvantages associated with each route. This Practice Note sets out the principal tax points for the sale of assets by a corporate seller to a corporate buyer, where both are within the charge to UK corporation tax. Where a business is transferred, the asset purchase agreement typically includes specific contractual terms to ensure, so far as practicable, that the transaction is treated as a...
ARCHIVED: This Practice Note is archived, not maintained, and provided solely for background reference. It addresses the ‘flexible furloughing’ version of the Coronavirus Job Retention Scheme ( CJRS) that operated from 1 July to 31 October 2020. The content reflects the position under the revised CJRS during that timeframe. For more detail on: the extended CJRS running between 1 May and 30 September 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 May to 30 September 2021) [ Archived] the extended CJRS in force from 1 November 2020 to 30 April 2021, see Practice Note: Coronavirus Job Retention Scheme (extended version 1 November 2020 to 30 April 2021) [ Archived] the original CJRS applying from 1 March to 30 June 2020, see Practice Note: Coronavirus Job Retention Scheme (original version to 30 June 2020) [ Archived] For a template letter documenting flexible furlough...
ARCHIVED: This archived Practice Note is not maintained and is provided for background only. It reviews the extended form of the Coronavirus Job Retention Scheme ( CJRS) that ran from 1 May 2021 to 30 September 2021, described here as the ‘extended CJRS’ or the ‘ CJRS extension’. The CJRS has now ended. Claims for September 2021 had to be submitted by 14 October 2021, with any amendments required on or before 28 October 2021. For claim periods from 1 November 2020, HMRC may accept late claims or amendments where taxpayers have: taken reasonable care in attempting to claim on time a reasonable excuse, and claimed as soon as their reasonable excuse no longer applies For more on the process for making a late claim or amendment, and the details that must be provided, see: HMRC guidance: Make a late CJRS claim. Taxpayers can also use the HMRC Check a...
Popular documents
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 ]...
Discover more from LexisNexis
