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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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This Practice Note summarises the principal changes to the UK banking regime introduced by the Financial Services ( Banking Reform) Act 2013 ( FS( BR) A 2013), notably the ring-fencing provisions that segregate wholesale and investment banking services from retail banking services. It also captures amendments arising from the review of the UK ring-fencing framework and set out in the Financial Services and Markets Act 2000 ( Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) ( Amendment) Order 2025, SI 2025/30. For background to the review and an outline of the main reforms, see Practice Note: The post-reform ring-fencing regime—issues for financial institutions. Introduction to the Financial Services ( Banking Reform) Act 2013 FS( BR) A 2013 received Royal Assent on 18 December 2013. The Act aimed to strengthen the resilience of UK banks, limit the incidence of bank failures to ensure the...
Special resolution regime toolkit The Bank of England ( Bo E) leads the response when banks, building societies and designated investment firms supervised by the Prudential Regulation Authority ( PRA) fail, using a process called resolution, which is separate from insolvency, and is described in the Bank of England’s approach to resolution (published 15 December 2023). The Bo E will trigger resolution where intervention is required to safeguard financial stability. The framework does not aim to prevent all failures; rather, it ensures that, when they occur, they are managed in an orderly way that seeks to avoid deploying public money to prop up failed banks. Under the special resolution regime ( SRR), the most suitable tool must be chosen for resolving or winding up a failed bank, including combinations of tools where appropriate. Through secondary legislation implementing the Financial Services Act 2012 and the Bank...
From 1 January 2016, banking companies and building societies have had to pay a surcharge on their taxable profits (after certain adjustments), in addition to the main rate of corporation tax and subject to an annual allowance. The surcharge was first set at 8%, before being reduced to 3% from 1 April 2023. Beyond the bank levy, further rules have increased the sector’s tax and compliance burden, with the surcharge adding to: the bank levy the restriction of carried‑forward losses the non‑deductibility of compensation payments Its introduction was, however, linked to a gradual cut in the bank levy’s headline rate. Alongside Autumn Budget 2024, the government released a Corporate Tax Roadmap outlining its plans for corporation tax and other taxes over the current parliament. On the surcharge and the bank levy, it states that the banking sector faces two sector‑specific taxes — the Bank Levy and the Bank...
The economic and legal backdrop Ordinary corporate insolvency regimes were ill-suited to troubled banks. Notably: the insolvency practitioners appointed to conduct proceedings were under no obligation to factor in broader public policy goals connected to preserving overall financial stability banks are exposed to crises of confidence, so swift resolution and prompt intervention are particularly critical depositors, unlike the creditors of an industrial firm: are many in number are not professional market actors, and whose claims on the bank, as ‘money’, play a significant role in the broader functioning of the economy a banking failure can generate very serious external effects for the overall stability of the financial system Before the measures outlined in this Practice Note were...
This Practice Note is a practical ‘how to’ on delivering a compliant B2C direct digital marketing campaign, signposting related resources. It outlines what digital marketing entails, the legal framework for campaigns carried out entirely by digital means, and the key considerations and processes for advertisers, publishers and traders before sending digital marketing communications directly to consumers. Regulation 2 of the Privacy and Electronic Communications ( EC Directive) Regulations 2003 ( PECR 2003), SI 2003/2426, defines ‘direct marketing’ as ‘the communication (by whatever means) of advertising or marketing material which is directed to particular individuals’. This Note does not explore the overarching principles of direct marketing, but instead concentrates on matters specific to the digital sphere. For guidance on fundamentals, and how to run print or telephone activity, see Practice Note: How to run a compliant direct marketing...
This Practice Note outlines the law governing the use of boilerplate provisions in business-to-consumer ( B2C) contracts. In addition to summarising the Consumer Rights Act 2015 ( CRA 2015), which polices unfair terms in B2C agreements, it also considers the Competition and Markets Authority guidance ‘ Unfair contract terms: CMA37’ ( CMA Guidance). For analysis of particular boilerplate terms used in B2C arrangements—adjudication, alternative dispute resolution ( ADR), arbitration, assignment, definitions and interpretation, entire agreement, force majeure, governing law, jurisdiction, variation and waiver—see Practice Note: Boilerplate clauses in business-to-consumer contracts—specific clauses. For wider material on standard terms and conditions in B2C contracts, see the following Practice Notes: Consumer standard terms and conditions—the business context Consumer standard terms and conditions—the advertising and marketing context Consumer standard terms and...
This risk management manual is aimed at UK commercial organisations. It sets out five key priorities around standard terms and conditions of sale and clarifies the significance of each. It also supplies action lists and specific action points for every priority so you can log your organisation’s risk management position. Why you need to manage the risk Sales-driven businesses are, at heart, focused on closing deals, booking income, and progressing swiftly to the next opportunity. Targets shape sales teams, who may avoid processes or stakeholders perceived to slow a transaction and, by extension, jeopardise their commission. As in-house counsel, you should map the organisation’s sales cycle, appreciate the (often cyclical) target pressures on the team, and position yourself as a facilitator rather than a choke point in the pipeline. Central to that aim is producing robust standard terms and conditions of sale that strike the right...
Aircraft represent high-value assets, vulnerable to damage and capable of causing significant destruction. Securing appropriate insurance is therefore essential for financiers; policy wording and its legal impact often warrant closer scrutiny than is usual in other forms of asset finance. This Practice Note addresses insurance where an aircraft owner, as lessor, leases an aircraft to an airline as lessee. If a bank or other lender has financed the aircraft, the matters identified as relevant to a lessor will likewise apply to the aircraft financier. This is because, in many aviation finance structures, the financier will typically take security over the lessor’s rights against the lessee under the lease... The nature of insurance contracts An insurance contract is an agreement to indemnify against loss arising from specified perils (for example, loss resulting from damage to, or destruction of, the insured asset). The contract is formed between the...
The sharing of data between HMRC and tax authorities in other territories is a crucial means of helping administrations both run and police their tax systems, and of confronting avoidance and evasion. Over the years, as barriers to global trade have fallen and capital has become ever more mobile, the need for robust information exchange has expanded significantly. The UK has traditionally, indeed historically, supplied tax‑related information on request or on a spontaneous basis, yet in recent years the emphasis has moved increasingly towards routine, automatic reporting of information. The US Foreign Account Tax Compliance Act ( FATCA) acted as a spur by mandating the automatic transmission of details concerning US citizens between foreign (i.e. non‑ US) financial institutions and the tax authorities of the US. The US and the G5 countries (the UK, France, Germany, Italy and Spain) created model Inter‑...
Under the auto-enrolment framework, specific records must be: retained in relation to workers and qualifying schemes for a set period supplied to the Pensions Regulator on request The purpose is to enable employers to demonstrate that they have complied with their auto-enrolment duties, while also helping them to: avoid or resolve potential disputes with employees check or reconcile contributions paid into a scheme ensure the effective and efficient running of the scheme The Pensions Regulator has published guidance that summarises the record-keeping requirements under the auto-enrolment framework. Trustees, managers and pension scheme providers (as well as employers that administer a pension scheme) should also familiarise themselves with the Pensions Regulator’s good practice guidance on record-keeping in general. Who must keep records? The following parties are required to keep records: an employer a trustee or manager of an...
Introduction On 7 October 2024, the Payment Systems Regulator ( PSR) and the Bank of England unveiled a compulsory reimbursement regime for payment services providers ( PSPs) when customers fall victim to Authorised Push Payment ( APP) fraud. As the PSR describes it, APP fraud arises where a criminal deceives someone (often a consumer) into sending funds to an account they do not control. The principal scam types include: ‘malicious payee’—for example, a fraudster induces a person to pay for goods that do not exist or are never delivered; ‘malicious redirection’—for instance, a criminal impersonates a member of bank staff to persuade someone to move money from their bank account into the fraudster’s account. In-scope payment firms The APP fraud reimbursement duty applies to these categories of payment firms: all payment firms participating in the Faster Payments Scheme ( FPS) that provide relevant accounts; and all payment firms...
FORTHCOMING CHANGE relating to the UK funds regime : The outcome of the government’s review of the UK funds regime (see News Analyses: Review of the UK funds regime—an analysis and HM Treasury’s review of the UK funds regime—a call for input) includes proposals to keep the tax position of the new long-term asset fund ( LTAF) under ongoing scrutiny. This Practice Note considers the taxation of authorised investment funds ( AIFs). In tax terminology, ‘authorised investment fund’, or ‘ AIF’, is the umbrella term for two fund types: the authorised unit trust ( AUT) and the open-ended investment company ( OEIC). Both AUTs and OEICs are forms of collective investment scheme that are authorised and regulated by the Financial Conduct Authority ( FCA). The expression ‘ AIF’, used for these funds, appears in the Authorised Investment Funds ( Tax) Regulations 2006, SI 2006/964, which contain the...
BREXIT: At 11pm ( GMT) on 31 December 2020 — the ‘ IP completion day’ — the transition/implementation period that followed the UK’s withdrawal from the EU came to a close. From that moment, core transitional measures ended and substantial changes began to take effect across the UK’s legal regime. This document offers guidance on subjects affected by these developments. Before continuing your research, see: Brexit and financial services: materials on the post- Brexit UK/ EU regulatory regime [ Archived]. Increasing use of platforms Advisers and, with increasing regularity, consumers themselves now use online platforms to support the administration and management of their investment portfolios. The label ‘platform’ includes both wrap platforms and fund supermarkets. The difference between these models frequently determines how they generate revenue streams and receive payments. As usage and popularity continue to rise among professionals and the public, platforms are coming under...
FORTHCOMING CHANGE relating to Co ACS: On 2 April 2024, the government released draft regulations for consultation which, in addition to setting out the tax framework for the new reserved investor fund, introduce modest updates to the tax rules for co-ownership authorised contractual schemes ( Co ACS). These adjustments are intended to ensure the rules function as designed and to deal with matters raised during the reserved investor fund policy consultation. The consultation closes on 14 May 2024. This Practice Note reviews a form of UK authorised investment fund termed an authorised contractual scheme ( ACS). It explains the two distinct legal forms an ACS may adopt and the tax treatment applicable to the funds and their participators (ie investors). The primary emphasis is on direct taxes, with brief coverage of UK transfer taxes and non- UK withholding tax. Both ACS legal forms, and their...
Audiovisual expenditure credit ( AVEC) scheme In the UK, the Corporation Tax Act 2009 ( CTA 2009) makes expenditure credits available for British films and television programmes. The audiovisual expenditure credit ( AVEC) replaced the tax relief introduced by the Finance Act 2014 and enables tax credits to be claimed where a film or TV production satisfies the relevant eligibility conditions. Film tax relief first appeared in 2007 under the Finance Act 2006 to stimulate investment in UK productions. Since launch, 5,230 films have lodged claims, with £5,905m paid to qualifying production companies. The relief was broadened in 2013 to cover television programmes. Since then, 1,375 programmes have made claims, and £3,967m has been paid out. For further detail, see Creative Industries Statistics August 2024. Historically, several film-related schemes have come under scrutiny for seeking to exploit legislative loopholes via film...
For further details, see: Post-completion environmental issues (asset purchase)—checklist. Deal with any EHS issues highlighted in the legal due diligence report Legal due diligence reports and asset purchase agreements ( APAs) may identify specific matters to be addressed after completion. Typical follow-up actions include: conducting a baseline phase 2 environmental audit undertaking a phase 1 compliance audit to address issues raised during due diligence preparing an asbestos management plan implementing recommendations from a fire risk assessment or legionella report Once the buyer controls the property, it will usually carry out these steps. The APA can also provide routes for the seller’s lawyers to input into post-completion activity, for example: agreeing the scope of work for any environmental audits granting access rights to complete specified works requiring the seller to reimburse costs incurred by the buyer See Precedent:...
This Practice Note explains the professional indemnity insurance ( PII) obligations for architects, with specific guidance on the Architects Registration Board ( ARB) minimum standards. Regulatory setting Who is the regulator? The ARB is the statutory regulator for architects under the Architects Act 1997 (the Act). Under section 13, the ARB must issue a code setting out the standards of professional conduct and practice expected of registered architects: the Architects Code: Standards of Professional Conduct and Practice. A revised Code of Conduct took effect on 1 September 2025 (the ARB Code), superseding the 2017 edition. Non-compliance with the ARB Code does not, in itself, amount to unacceptable professional conduct or serious professional incompetence; however, it will be considered in any proceedings before the ARB’s Professional Conduct Committee. From June 2022, the Building Safety Act 2022 broadened the ARB’s powers, enabling it to assess architects’ competence, set relevant...
This Practice Note sets out an overview of the regulatory duties and contractual obligations that firms authorised by the Financial Conduct Authority ( FCA) or the Prudential Regulation Authority ( PRA)—the 'principals'—owe in connection with their appointed representatives ( ARs). It addresses topics such as selecting and appointing an AR, carrying out verification and due diligence, entering into appropriate contracts, and the notifications and filings a principal is required to submit to the FCA in relation to its ARs... New regime for appointed representatives Alongside HM Treasury’s call for evidence on the AR regime, in December 2021 the FCA set out, in consultation paper CP21/34, proposals to enhance the AR framework. These proposals included collecting additional information on ARs and on Introducer Appointed Representatives ( IARs), increasing the reporting obligations placed on principals, and clarifying as well as strengthening the...
ARCHIVED : This Practice Note has been archived and is not maintained This Practice Note reviews the rules for identifying the applicable law, also described as governing law, as they operate between the UK’s exit from the EU on 31 January 2020 and the conclusion of the implementation period, which the EU refers to as the transition period. It addresses whether the implementation period can be extended, whether the applicable law frameworks in Regulation ( EC) 593/2008, Rome I, and Regulation ( EC) 864/2007, Rome II, continue to apply during that period, and what is expected at its end. For a quick reference Brexit research aid answering key questions on Brexit and offering useful Brexit updates, research tips and resources, see: Brexit Bulletin—key updates, research tips and...
FORTHCOMING DEVELOPMENTS: On 4 December 2023, former Conservative Home Secretary James Cleverly MP set out a comprehensive package of steps aimed at cutting lawful migration to the UK. Among them, for 'five-year route' Appendix FM cases, was an uplift to the standard minimum income requirement for initial applications, increasing from £18,600 to £29,000 in Spring 2024. That adjustment was implemented through amendments to the Immigration Rules, from 11 April 2024. Two further increases were anticipated in time, however the new Labour Home Secretary, Yvette Cooper MP, instructed the Migration Advisory Committee to scrutinise these financial thresholds. Its report has been issued in the public domain and the updated financial requirement will be confirmed later in 2025. For more detailed information and context, see Practice Note: Immigration calendar......
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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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