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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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ARCHIVED: This Practice Note is archived and not maintained. This commercial tracker records UK activity on consultations, calls for evidence and inquiries, legislation (including Bills in progress, Acts in force, Statutory Instruments in progress and Statutory Instruments in force), and Supreme Court and Court of Appeal judgments related to commercial law up to and including September 2023. A new Commercial tracker covers developments from 2025 onwards, see: Practice Note: Commercial tracker. For earlier coverage, see Practice Notea: Commercial tracker 2022 [ Archived]. This Commercial tracker contains: Legislation Bills in progress Acts in force Bills discontinued Statutory instruments in progress Statutory instruments in force Cases: ...
ARCHIVED: This Practice Note is archived and is not being maintained. Introduction This Practice Note tracks key Brexit- and commercial law-specific developments and guidance. Where possible, related updates are grouped for readers’ convenience. Jump to: Advertising, marketing and sponsorship Agency and distribution Consumer protection Data protection E-commerce Sale and supply of goods Supply of services International trade—importing and exporting goods and services International trade—customs & excise Brexit—general This Practice Note does not cover general Brexit developments; see Practice Note: Brexit timeline. For progress on UK legislation prepared for the UK’s withdrawal from the EU, see Practice Note: Brexit legislation tracker. On 31 January 2020 ( Exit Day), the UK left EU membership and entered an implementation period, during which EU law still applied. Transitional provisions implementing the Withdrawal Agreement—the European Union ( Withdrawal Agreement) Act 2020 ( EU( WA) A...
What is combined heat and power? Combined Heat and Power ( CHP) is a method of supplying both heat and electricity to a building or industrial operation. It delivers heat and power at the same time from a single process. Although systems have commonly been gas-fired, this need not always be the case. In a conventional setup, fuel is burned to generate heat that is circulated through a building. Separately, electricity is produced at a power station, typically by burning fuel to create steam that drives turbines. The excess heat from electricity generation is usually rejected, squandering useful energy. CHP instead uses fuel (often gas) to produce electricity while capturing the associated waste heat to warm a building or support a process. The electricity can be consumed on site or exported to the grid. There are practical considerations: CHP units can be louder than standard boilers, and...
This Practice Note reviews collective trade marks and certification trade marks in the UK. It outlines the purpose of these marks, how they differ from conventional trade marks, and their reach. It further clarifies who may own collective trade marks and certification trade marks, who may use collective trade marks and certification trade marks, and the requirements for registration. Collective marks and certification marks post- Brexit This Practice Note concentrates on the UK frameworks for collective trade marks and certification trade marks. For details on the EU frameworks, see Practice Note: Collective marks and certification marks in the EU. The chief consequence of Brexit for trade marks is that the UK is no longer bound by Regulation ( EU) 2017/1001 and, as a result, EU trade marks ( EUTMs) no longer enjoy protection in the UK. Owners of EUTMs that were registered...
This Practice Note outlines collateralised debt obligations ( CDOs) and the relevant UK regulatory regime. It addresses: fundamentals such as special purpose vehicles ( SPVs), securitisation, tranches, and creating security over a portfolio of financial assets, which may include asset-backed securities ( ABS), mortgage-backed securities ( MBS) and other issues of CDO securities the key participants in a CDO transaction (arranger, portfolio manager, rating agencies, issuer and investors) the principal CDO structures (cash flow CDO, market value CDO and synthetic CDO) the main portfolio management approaches (dynamic and static) the capital structure of SPVs used for CDO transactions the role of hedging in CDO structures key considerations and legal issues for CDOs (bankruptcy remoteness, methods of transferring the underlying assets to the SPV, jurisdiction and tax issues, credit enhancement and...
CASE HUB ARCHIVED – this archived case hub sets out the position as at the cancellation of the investigation on 21 May 2020 following the abandonment of the deal; it is no longer maintained. See also the timeline and commentary. Case facts Outline of the UK merger inquiry into the proposed purchase by Kingspan Holdings ( Panels) Limited of Building Solutions ( National) Limited. The transaction created horizontal overlaps in the UK supply of standard foam panels and single skin construction sheets. Latest developments On 21 May 2020, the CMA officially terminated its phase 2 probe after the parties chose to drop the planned transaction. Parties Kingspan Holdings ( Panels) Limited ( Kingspan): a building materials business, headquartered in Ireland and listed on the Irish Stock Exchange. Building Solutions ( National) Limited ( Building Solutions): a leading UK manufacturer and distributor of building envelope...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 8 August 2014; it is no longer maintained. See further, timeline. Case facts Outline A UK merger investigation into the anticipated acquisition by Omnicell Inc/ MTS Medication Technologies Inc of Surgi Chem Limited. The transaction features horizontal overlaps across the markets for supplying adherence packaging and other related products to pharmacies. Latest developments On 8 August 2014, the CMA issued its final decision and unconditionally cleared the merger in full. Parties Omnicell Inc is a US-based company that provides medication and supply management solutions to the healthcare industry. MTS Medication Technologies Inc ( MTS), a subsidiary of Omnicell, offers innovative medication adherence packaging solutions. Surgi Chem Limited supplies medication adherence packaging systems and solutions to the UK community and homecare sector. Surgi Chem is currently owned by...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision of 18 October 2022; it is not being updated any further. For more details, please see the timeline provided. Case facts An outline of the official UK remittal investigation into Facebook, Inc (now Meta Platforms, Inc)’s completed purchase transaction of Giphy, Inc. The deal features horizontal overlap within markets and sectors for the retail of sports fashion footwear and clothing. Latest developments On 18 October 2022, the CMA published its final report in its phase 2 investigation, again concluding the merger has led to an SLC in UK display advertising services due to horizontal effects, and in social media services globally (including the UK) owing to vertical effects. Consequently, the CMA determined that divesting Giphy to an appropriate buyer is the only available remedy that would be most...
CASE HUB Archived —this archived case hub sets out the position as at the decision date of 4 June 2021; it is not being updated at present. See further, timeline. Case facts Outline of the UK remittal concerning the completed purchase by FNZ ( Australia) Bidco Pty Ltd of GBST Holdings Limited. The deal features horizontal overlaps in the provision of solutions, specifically comprising software and/or servicing, for retail investment platforms in the UK. Latest developments On 4 June 2021, the CMA published its final report from the phase 2 inquiry, concluding that the merger has led to, or could be expected to lead to, an SLC in the supply of retail investments platform solutions in the UK. Consequently, the CMA determined that a full divestment of GBST, while allowing FNZ an option to repurchase specified assets of GBST’s capital markets business, is the most effective and...
CASE HUB NOTE—appeal lodged before the CAT in Sabre Corporation v CMA Archived This archived case hub captures the position as at the decision dated 9 April 2020 and is no longer updated. See also the timeline and commentary. Case facts Overview: a UK merger investigation into the anticipated acquisition by Sabre Holdings Corporation of Farelogix Inc. The deal features horizontal overlaps in the market for IT systems used by airlines and travel agents to sell airline tickets—namely, the provision of merchandising solutions and the provision of distribution solutions. Latest developments On 9 April 2020, the CMA issued its phase 2 final report, concluding the transaction has resulted, or could be expected to result, in an SLC within the supply of merchandising solutions worldwide and within the supply of distribution solutions worldwide. Accordingly, the CMA decided to prohibit the transaction in...
CASE HUB ARCHIVED This archived case hub records the position as at 2 November 2020, when the investigation was cancelled following the abandonment of the transaction; it is no longer updated. See the timeline for further details. Case facts Outline of the UK merger investigation into the anticipated acquisition by Yorkshire Purchasing Organisation of Findel Education Limited. The parties overlap in supplying a broad spectrum of educational resources, including stationery, furniture, and art and science materials, to various types of educational institutions across the UK. Latest developments On 2 November 2020, the CMA formally cancelled its phase 2 investigation after Yorkshire Purchasing Organisation chose to abandon the proposed transaction. Parties Yorkshire Purchasing Organisation ( YPO): A public sector buying organisation operating under the Local Authority ( Goods & Services) Act 1970 and governed equally by 13 ‘ Founder Member’ local authorities. The Council of the City of...
CASE HUB ARCHIVED —this stored case hub captures the status as at the decision date of 25 August 2022; it is not being updated any longer. See also the timeline and commentary for details. Case facts Outline UK merger probe concerning Veolia Environment S. A.’s completed purchase of a minority stake in Suez S. A., together with Veolia Environment S. A.’s planned public takeover offer for the balance of Suez S. A.’s share capital. The firms intersect in providing water treatment and waste management services to municipal and industrial clients across customer groups. Latest developments On 25 August 2022, the CMA published its phase 2 final report, concluding that the deal has led to, or could foreseeably lead to, an SLC across seven markets in total in the UK waste and water management services sector. To address the SLC, the CMA determined that the optimal remedy was the full...
CASE HUB NOTE—appeal lodged before the CAT in 1332/4/12/19 ARCHIVED —this archived case hub reflects the position at the data of the decision of 15 August 2019; it is no longer maintained. See further, timeline and commentary Case facts Outline UK merger probe into Tobii AB’s completed purchase of Smartbox Assistive Technology Limited and Sensory Software International Limited. Tobii AB and Smartbox Assistive Technology Limited and Sensory Software International Limited represent the two biggest developers and suppliers of augmentative and assistive communication ( ACC) technology that helps people with complex speech and language needs to express themselves. The portfolio covers specialist hardware and software, including alarm systems, speech‑generating devices and hearing technologies. Latest developments On 15 August 2019, the CMA published its phase 2 final report. It concluded the deal gave rise to significant competition concerns because Tobii AB and Smartbox Assistive Technology Limited and Sensory...
CASE HUB ARCHIVED This case hub, now archived, sets out the position as at the decision date of 22 November 2018 and is no longer maintained or updated. For more, see the timeline. Case facts Outline of the UK merger investigation into Nielsen Holdings PLC’s proposed purchase of Ebiquity PLC’s advertising intelligence arm. The deal creates horizontal overlaps within the markets for detailed advertising intelligence. Latest developments On 22 November 2018, the CMA published its final report and cleared the merger without conditions. Parties Acquirer: Nielsen Holdings PLC ( Nielsen) is a UK‑headquartered supplier of global information, data and measurement services, also delivering market research, insights and data on what people watch, listen to and purchase. Target: Ebiquity PLC (previously known as Thomson Intermedia) is a UK‑headquartered provider of independent marketing analytics to brands worldwide. Nielsen intends to buy Ebiquity’s advertising intelligence ( Ad Intel) business division...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 11 October 2018; it is no longer maintained. See further, timeline and commentary. Case facts Overview UK merger probe concerning the concluded purchase by Vanilla Group Ltd ( JLA) of Washstation Ltd. The deal comprises horizontal overlaps within markets for renting and servicing washing machines and tumble dryers supplied to universities, colleges, and providers of student accommodation for use by students. Latest developments On 14 March 2019, the CMA issued a notice (dated 8 March 2019) levying a penalty on JLA and Vanilla for breaching an initial enforcement order made by the CMA on 13 December 2017. The combined sanction totalled £120,000. For context, during the CMA’s phase 2 inquiry, the monitoring trustee (appointed by JLA) informed the CMA in June 2018 that JLA had sold several laundry machines to...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 16 June 2016; it is no longer maintained. See further, timeline and commentary. Case facts Outline of the UK merger investigation into Iron Mountain Incorporated’s anticipated acquisition of Recall Holdings Limited. The deal exhibits horizontal overlaps across markets concerned with the provision of records and information management services. Latest developments On 16 June 2016, the CMA issued its final report and cleared the merger subject to remedies, having concluded the transaction could give rise to an SLC in relation to the supply of both RMS and OSDP services in each of the Aberdeen and Dundee areas, as well as the supply of RIMS to the oil and gas sector in Aberdeen. Under the remedy imposed by the CMA, Iron Mountain must divest Recall’s existing operations in Aberdeen and Dundee, known as C21 Data...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 31 October 2017; it is not updated. For more, see the timeline. Case facts UK merger probe into the completed purchase by Euro Car Parts Limited of assets from the Andrew Page business, involving horizontal overlaps in markets supplying car parts to independent garages. Latest developments On 4 September 2018, the CMA issued its case closure summary, formally bringing the inquiry to a close. Parties Euro Car Parts Ltd ( ECP) is the UK subsidiary of LKQ Corporation ( LKQ). LKQ is a major supplier of alternative and speciality components to repair and accessorise automobiles and other vehicles, and it also designs, makes and supplies automotive glass to original equipment manufacturers. It operates in North America, Europe, China and Taiwan. The Andrew Page business ( AP Business) consists of...
CASE HUB ARCHIVED — this archived case hub reflects the position as at the decision date of 21 August 2023; it is no longer obtained. See the timeline and commentary for further details Case facts Outline UK merger investigation into the proposed acquisition by Broadcom Inc. of VMware, Inc. The deal features horizontal overlaps in the supply of network interface cards, fibre channel host-bus adapters, and storage adapters. Latest developments On 21 August 2023, the CMA published its final report, granting unconditional clearance. The CMA upheld its provisional view that: (i) any prospective financial gain to Broadcom Inc and VMware Inc from making competitors’ products operate less effectively with VMware Inc’s software would be outweighed by the financial downside from lost business; and (ii) the merger is unlikely to hinder innovation, particularly because information on new product adaptations only has to be shared with VMware Inc at a point when it is...
CASE HUB ARCHIVED This archived case hub captures the position as at the decision dated 12 March 2020; it is no longer maintained. See the timeline, commentary and the related case. Case facts Outline of the UK merger investigation into Bauer Media Group’s completed acquisitions of parts of Celador Entertainment Limited, Lincs FM Group Limited and Wireless Group Limited, together with the entire business of UKRD Group Limited. Latest developments On 12 March 2020, the CMA published its final report, granting conditional clearance following an in-depth phase 2 enquiry. Parties Bauer Media Group ( BMG): A German multimedia conglomerate based in Hamburg, managing a portfolio of more than 600 magazines, over 400 digital products and 50 radio and television stations worldwide. The portfolio also includes print shops, postal, distribution and marketing services. Celador Entertainment Limited ( Celador): Provides advertising services across radio, television and digital media;...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 2 November 2016 and is not being updated. For more, see the timeline, commentary and related cases. Case facts Outline of the UK merger inquiry into Arriva Rail North Limited’s completed purchase of the Northern Rail franchise. The deal gives rise to horizontal overlaps across rail services in the North of England. Latest developments On 2 November 2016, the CMA published its final report, approving the deal subject to remedies. It concluded the merger may result in an SLC on three rail corridors: Leeds to Sheffield Wakefield to Sheffield Chester to Manchester Following additional evidence since the provisional findings, the CMA identified no competition concerns on other rail routes, nor on routes where Arriva’s bus services overlap with Northern rail franchise routes. To resolve the issues...
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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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