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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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CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 14 March 2012; it is no longer maintained. See also the timeline and related cases for further detail. Case Facts Outline UK merger inquiry into creating a joint venture between Alpha Flight Group and LSG Lufthansa Service Holding AG. Latest developments The CC granted unconditional clearance to the joint venture on 14 March 2012. Parties Alpha Flight Group and LSG Lufthansa Service Holding ( LSG) plan to pool their UK trading assets and activities in a 50/50 joint venture. Alpha is owned by Dnata, a sister company of the international airline Emirates. LSG is a subsidiary of the German airline Lufthansa. Both Alpha and LSG supply logistics and conventional catering at Heathrow and other UK airports. Alpha has a strong regional footprint, while LSG has a larger Heathrow and global presence....
CASE HUB ARCHIVED – this archived case hub sets out the position as at the decision date of 28 March 2014 and is no longer updated. See the timeline and related cases for further details. Case facts Outline UK merger review of the completed joint venture between Tradebe Environmental Services Limited and Sita UK Limited. Latest developments The CC cleared the transaction unconditionally on 28 March 2014, confirming the provisional findings issued on 20 February 2014. Parties Tradebe Environmental Services Limited ( Tradebe) and Sita UK Limited ( Sita). Tradebe delivers waste management services across England, including the collection and disposal of waste, as well as the collection and disposal of clinical waste for the healthcare sector. It operates clinical waste treatment facilities in Doncaster, Birmingham, Bristol and Fawley......
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 21 March 2012 and is no longer maintained. For more, see the timeline and related cases. Case facts Outline of a UK merger investigation into the completed acquisition by Stericycle, Inc of Ecowaste Southwest Limited. The deal involved a horizontal overlap in the healthcare risk waste markets. Latest developments On 21 March 2012, the Competition Commission released its final report, finding the transaction had led to an SLC and, in that report, it required Stericycle to dispose of Ecowaste Southwest. Stericycle proposed narrower alternative remedies, including (1) giving a third-party buyer surplus capacity at the Avonmouth plant with an NHS contract, or (2) selling the Avonmouth plant and two customer contracts together with a five-year volume guarantee. The CC, however, did not regard these options as...
CASE HUB ARCHIVED This archived case hub captures the position as at the decision date of 10 October 2013; it is not updated. For further details, see the timeline and commentary... Case facts Outline: UK merger inquiry into the completed purchase by Imerys Minerals of Goonvean’s kaolin (china clay) business... Latest developments The CC issued its final report on 10 October 2013. It found that the merger would result in an SLC for the supply of kaolin used in performance-mineral applications, but not for any other markets. As only one market is impacted, the CC determined that divestiture would be a disproportionate remedy; accordingly, it imposed a five-year price control, comprising a price cap through to the end of 2015 and an RPI—0.5% cap covering 2016–2018... Parties Imerys Minerals Limited and the kaolin (china clay) business of Goonvean Limited. Imerys Minerals operates in the extraction and supply of kaolin and other...
CASE HUB (not maintained since decision on 20/11/2013) ARCHIVED – this archived case hub captures the position as at the decision of 20 November 2013; it is no longer maintained. See the timeline and commentary for more. Case facts Outline UK merger inquiry into the completed purchase by Optimax Clinics Limited of Ultralase Limited. Latest developments The CC issued its final report on 20 November 2013, clearing the transaction under the failing firm defence. The CC concluded that Ultralase was a failing firm and would have exited the market if the merger had not occurred. In the absence of the deal, the large majority of its sales would have transferred to Optimax and to Optical Express, the UK market leader......
This table outlines completed CMA, OFT and sectoral regulator investigations from 2013 under Article 102 TFEU/ Chapter II of the Competition Act 1998. Only publicly disclosed cases are included. For ongoing behavioural matters, see UK behavioural investigations—ongoing cases tracker. For appeals, see UK competition appeals—ongoing cases tracker. For completed Article 101 TFEU/ Chapter I cases, see UK behavioural investigations under Article 101 TFEU/ Chapter I Competition Act—closed cases tracker. For instances where the CMA has pursued director disqualification, see UK competition director disqualifications—cases tracker. 2025 Gas transportation — Scotia Gas Networks; Ofgem. Issue: alleged abuse of dominance. Commitments accepted—02/12/2025 Consultation on commitments launched—09/09/2025 Investigation opened—08/03/2024 Vifor Pharma (abuse of dominance) — Vifor Pharma; CMA. Issue: alleged abuse of...
CASE HUB NOTE—appeal lodged before the Court of Appeal ( C3/2018/2863) ARCHIVED – this case hub reflects the position as at the decision of 7 September 2018 and is no longer maintained or updated. See further the timeline, commentary and related cases. Case facts Outline Appeal brought by Ping Europe Limited against the CMA’s decision concerning Ping’s prohibition on online sales in the golf equipment sector in this case, case number 1279/1/12/17, challenging that restriction. Latest development On 7 September 2018, the CAT handed down its judgment in the matter. It rejected Ping’s submissions on the CMA’s substantive findings and sustained the infringement. However, the CAT held the CMA miscalculated the penalty by counting director involvement as an aggravating feature, and accordingly reduced the fine to £1.25m at that time. On 18 September 2018, the CAT made an order further prolonging the suspension of the CMA’s...
Allergan plc v CMA; Advanz Pharma Corp v CMA; Cinven ( Luxco I) S.a.r.l (formerly Cinven ( Luxco I) S. A.) & Others v CMA; Auden Mckenzie ( Pharma) Limited and Another v CMA; Intas Pharmaceuticals Limited and Others v CMA (cartel infringement) [ Archived] CASE HUB ARCHIVED — this archived case hub captures the position as at the judgments of 29 September 2023 and 8 March 2024; it is no longer maintained. See further, timeline. Case facts Outline Appeals were brought by Allergan plc, Advanz Pharma Corp, Cinven ( Luxo I) S.a.r.l (formerly Cinven ( Luxco I) S. A.), Auden Mckenzie Pharma) Limited and Intas Pharmaceuticals against the CMA’s decision of 15 July 2021 arising from its Chapter I investigation into a market‑sharing arrangement between Auden Mckenzie Pharma Limited/ Acatais UK and AMCO (now known as Advanz Pharma Corp)/ Advanz Pharma Corp (now known as Accord UK)...
NOTE— Although the Brexit transition period concluded on 31 December 2020, this Practice Note still contains references to EU competition law. This is because, although it is now entirely open to UK regulators and the courts to move away from established EU jurisprudence, any split between the two frameworks is expected to unfold only gradually, because: (i) the UK’s competition regime depends very significantly on concepts developed and refined in EU case law over many years (concepts which the UK courts were historically required to apply in harmony with UK competition law); and (ii) unless the UK chooses to drive faster reform through legislation (which currently appears rather unlikely), the scope for divergence will hinge on the questions arising in cases and matters before the CMA and the courts now that the transition period has formally passed. Given the foregoing, EU...
CASE HUB ARCHIVED —this archived case hub reflects the position at the date of the judgment of 1 September 2023; it is no longer maintained. See further, timeline. Case facts Outline An appeal was brought by Cérélia Group Holding SAS and Cérélia UK Limited against the CMA’s decision dated 20 January 2023, relating to the phase 2 final report into the completed purchase by Cérélia Group Holding SAS of specified assets connected to the UK and Ireland dough business Jus- Ro of General Mills, Inc. Latest development On 1 September 2023, the CAT gave its judgment and unanimously rejected the appeal. It determined that: the CMA’s assessment and conclusions on SLC were reasonable, contained no errors of fact or law, and the merger investigation process was not irrational; the CMA’s choice of remedy had a reasonable foundation and was not irrational; no procedural unfairness arose from the CMA’s...
ARCHIVED — this case hub records the position as at the judgment dated 8 June 2022; it is no longer maintained. See further, timeline and commentary... Case facts Outline Summary of the CAT’s judgment regarding two separate applications for a collective proceedings order ( CPO) by: UK Trucks Claim Limited ( UKTC), an opt-out CPO; and Road Haulage Association Limited ( RHA), an opt-in CPO, each under section 47B of the Competition Act 1998 concerning follow-on damages claims linked to the Commission’s cartel decision of 19 July 2016 ( Case 39824)... Latest development On 8 June 2022, the CAT delivered its judgment, holding that both applications were, in principle, eligible and suitable for a CPO, necessitating a choice between them. The CAT authorised the RHA’s opt-in CPO, finding RHA’s opt-in proceedings preferable to UKTC’s opt-out proposal, and preferable even had UKTC proceeded on an opt-in...
CASE HUB ARCHIVED This archived case hub reflects the position as at the decision date of 11 February 2022; it is no longer maintained. See further, timeline Case facts Outline CMA Chapter II CA98 investigation into suspected breaches of competition law regarding Google’s proposals to remove third party cookies and other functionalities from its Chrome browser (50972). Latest developments On 11 February 2022, the CMA announced its decision to accept modified commitments from Google, to be rolled out globally, to address its competition concerns. The commitments include, amongst others: Involvement of the CMA and the ICO in the development and testing of the Privacy Sandbox proposals, to ensure they deliver effective outcomes for consumers that protect both competition and privacy Google to adopt a more transparent process than initially proposed, including engagement with third parties and the publication of test results, with an option for the CMA to...
This glossary offers concise summaries and definitions for common terminology used in Types of UK company and Other forms of business vehicle subtopics. A Word or phrase Definition Articles of association — Often shortened to the articles, this is a company’s principal constitutional document (alongside the memorandum of association), governing management and administration, including directors’ powers, the issue and transfer of shares, and board and member meetings. The Articles are the core contract between the company and its shareholders, and must be open to public inspection at Companies House. Every company must adopt articles on incorporation; many rely on the Model Articles under the Companies ( Model Articles) Regulations 2008 ( SI 2008/3229) (for example, see Precedent: Model articles—private limited company). See Practice Note: A company’s constitution. C Word or phrase Definition Charitable company — A charitable company is not a distinct legal...
This Practice Note sets out the following areas: legislation governing CSOPs—self-certification, registration and filing requirements the HMRC approval process up to 6 April 2014 the self-certification and registration regime since 6 April 2014 self-certification—notice and timing signing up for the self-certification regime HMRC power to enquire into a CSOP outcome of an HMRC enquiry HMRC general power to require information annual return filing requirements common ERS annual return errors penalties and appeals, and amending annual returns For broader information on company share option plans ( CSOPs), refer to Practice Note: How CSOPs work and key features. Legislation governing CSOPs—self-certification, registration and filing requirements The provisions governing CSOP self-certification, registration and filing are set out in paragraphs 28A–28K of Schedule 4, Part 7, and paragraph 33 of Schedule 4, Part 8 to the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). HMRC approval process up to 6 April 2014 Before 6 April 2014, to obtain...
This Practice Note functions as a guide, with links to company secretarial resources on Lexis+® UK, supporting in-house lawyers, company secretaries and company directors in pinpointing the most suitable guidance or precedent. Lexis+® UK holds a substantial collection of materials relevant to the diverse range of company secretarial tasks. Most content sits within the Corporate practice area, and is also available via the In-house Advisor practice area under the collated topic of ‘’. General—current hot topics The following are some of the topical items which company secretarial users may need to consult on a regular basis: Corporate horizon scanning—2025 and beyond Case tracker—2025— Corporate Corporate—new starter guide The Economic Crime and Corporate Transparency Act 2023—tracker Reform of the UK listing regime—fundamentals Brexit legislation tracker Company incorporation and constitution This subtopic helps users find material on establishing a company (or adapting a shelf...
Establishment and function of the Company Names Tribunal The Company Names Tribunal (the Tribunal) was set up under the Companies Act 2006 ( CA 2006). Under CA 2006, s 69, a person may ask the Tribunal to object to a company’s registered name on the grounds that it is the same as, or sufficiently similar to, a name associated with the applicant in which it has goodwill. This Tribunal route operates alongside regulations that prohibit a company from choosing a name that is identical to, or too close to, one already registered by another company. Companies House also enforces a range of other rules that limit the selection of company names. For further information, see Practice Note: Company names and business names. Legislative framework: CA 2006, ss 69–74 create a right for any person to challenge a registered company or limited liability...
This brief ‘how to’ outlines the steps for altering a company’s name. For detailed, practical coverage of the legislation, case law and procedure on changing a company’s name, see: Practice Note: Company names and business names Practice Note: Changing a company's name Flowchart: Changing a company's name—flowchart Check permissibility of name Before taking any formal steps to change a company’s name, confirm it is allowable under the relevant legislation and note the restrictions on company names, including: The company’s name must conclude with the correct words or abbreviations (ie plc or public limited company, or ltd or limited, or the Welsh equivalents) The name must not be ‘the same as’ or ‘too like’ that of another company already on the register The name must not be offensive, constitute a criminal offence, or be intended to facilitate fraud The name...
ARCHIVED: This Practice Note is archived and not being maintained. Brexit affects several elements of the PSC regime; for more detail, see Practice Note: PSC register—the people with significant control regime. The Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015)—a summary Receiving Royal Assent on 26 March 2015, SBEEA 2015 is a far‑reaching Act covering a range of matters, including childcare, education, employment, access to finance, and company law. This Practice Note guides corporate lawyers through those parts of SBEEA 2015 that impact companies and amend the Companies Act 2006 ( CA 2006). The company law changes in SBEEA 2015 fall into two broad groups: measures intended to enhance transparency and trust in UK companies; and measures aimed at cutting red tape, including simplifying a number of company filing obligations. Towards the end of this Practice Note there are tables setting out the timing and...
ABI Refer to the Association of British Insurers. Accounts meeting The specific general meeting at which a company lays, or proposes to lay, its annual accounts and reports under CA 2006, s 437—most commonly the AGM. Public companies must dispatch copies of their annual accounts and reports no later than 21 days before the date of the relevant accounts meeting ( CA 2006, s 424). For more information, see Practice Note: Publication and laying of annual accounts and reports. Accounting reference period ( ARP) Typically a twelve‑month period over which a company prepares its accounts. If the company’s accounting period does not match its period of account, or if it extends across more than one financial year, profits must be apportioned (see accounting reference date ( ARD) below and Practice Note: Basic principles of corporation...
This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 ( CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note:...
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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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