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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 reviews the function of depositaries of UCITS funds (ie open-ended collective investment schemes ( CIS) that are undertakings for collective investment in transferable securities) and the framework in Directive 2009/65/ EC (the UCITS Directive), as updated by Directive 2014/91/ EU ( UCITS V), along with the supplementing delegated regulations and UK implementing measures (such as the Financial Conduct Authority ( FCA) Handbook), plus the retention measures introduced following the end of the Brexit transition period. It considers a depositary’s obligations and requirements, who may act as depositary, liability, and constraints on delegation... EU legislation on UCITS depositaries Undertakings for collective investment in transferable securities ( UCITS) are open-ended collective investment schemes which comply with Directive 2009/65/ EC on the co-ordination of laws, regulations and administrative provisions relating to UCITS (the UCITS Directive, also known as UCITS IV), as amended by...
This quick guide to Brexit Undertakings for Collective Investment in Transferable Securities 2009/65/ EC ( UCITS) outlines current UK law and retained EU law on UCITS—as well as depositaries, trustees, managers and operators of UK‑authorised non‑ UCITS funds—that are amended and/or revoked by the Collective Investment Schemes ( Amendment etc.) ( EU Exit) Regulations 2019, SI 2019/325 (the UCITS Exit Regulations), together with other instruments taking effect at the end of the implementation period after the UK’s withdrawal from the EU, and related updates to Financial Conduct Authority ( FCA) rules and guidance. This summary explains the arrangements for onshoring EU requirements for UCITS following the Brexit implementation period. For additional practical help on Brexit preparations by asset managers and investment funds, including the effect on delegation by UCITS managers, see Practice Note: Impact of Brexit on asset managers and investment funds [...
Updated December 2025 Introduction The United Arab Emirates ( UAE) sits at a pivotal juncture between leading Western and Eastern markets. Formed as a constitutional union of seven Emirates, each maintains its own local authority, while overarching governance rests with the Supreme Council and the Council of Ministers. As part of the Gulf Cooperation Council ( GCC), the UAE participates in the Middle East’s sole multi-national common market, aimed at deepening cross-border economic and fiscal cohesion. Investing and trading in the UAE offers a broad spectrum of prospects for investors. This Practice Note highlights principal considerations for overseas organisations entering the UAE and the essential actions to commence operations. It concentrates on establishing in Mainland UAE, the Abu Dhabi Global Market ( ADGM), and the Dubai International Financial Centre ( DIFC). Although these jurisdictions are covered in depth, investors can also assess many...
Loan market and developments At the start, it is important to recognise that engaging with a specific Emirate in the United Arab Emirates ( UAE) requires consideration of both Federal laws and the rules of the relevant Emirate. Moreover, the UAE contains multiple free zones, each of which may apply its own legal regime; the Dubai International Financial Centre ( DIFC) and Abu Dhabi Global Market ( ADGM) are the most notable. Consequently, before entering into any arrangements linked to a particular free zone, tailored advice should be sought. Robust domestic economic conditions have underpinned the UAE banking sector’s expansion over the past couple of years. Fuelled by strong credit appetite from consumers, corporates and financial institutions, lending continues to rise, with increases across both retail and corporate lending. This trajectory is expected to endure despite regional geopolitical headwinds and oil price swings. Many...
This Practice Note explains the turnover (revenue) details required for a multi‑jurisdictional merger control review to pinpoint the jurisdictions where relevant filing thresholds are satisfied, and thus where merger control notifications and approvals are needed. Preliminary comments A few observations on the approach adopted in this note: For a deal to be notifiable in any given jurisdiction, it must not only satisfy the applicable thresholds but also qualify as a notifiable event under that jurisdiction’s rules. This note is limited to identifying the information necessary for an initial check of where thresholds are met—it does not consider the rules that define which transactions amount to a notifiable event. Broadly, in most jurisdictions (notably the EU), mergers, acquisitions and joint ventures are only notifiable if they result in a lasting shift in ‘control’ of the undertakings involved (for the concept of ‘control’, see further, EU merger...
Countless parents are shocked to learn how little real authority they retain over their child’s affairs once that child turns 18. Many firmly believe they will naturally be able to carry on handling their children’s matters after they reach the age of majority. Unfortunately, that is simply not so, and plenty of parents are often appalled to discover they must go through formal procedures to manage their child’s assets or assist them to access benefits. Some parents may have carefully set aside funds for their child’s future, only to realise that, at 18, those savings can swiftly lead to a loss of state benefits until the capital drops beneath the capital limits. Managing benefits and other assets There are two practical routes by which parents may often continue to help their child claim any state benefits they might be due. The first is to apply to be...
Influencer marketing through social media influencers Influencer-led promotion has surged within the advertising landscape. International and domestic brands alike work with social media personalities to spotlight their names, products and services, since these figures can also strongly shape consumers’ purchasing choices through the demonstrations, endorsements and praise they share. Likewise, global research indicates that Türkiye places 11th worldwide for the largest number of social media users. In 2023, Türkiye counted 69.55 million social media users, and forecasts suggest this could rise to 79.6 million by 2029. Up to 2021, Türkiye lacked specific statutes, regulations or self-regulatory measures tailored to advertising via social platforms. Nevertheless, the overarching advertising rules and principles set out in Consumer Protection Law No. 6502 (the Consumer Protection Law) and the Commercial Advertisement and Unfair Commercial Practices Regulation (the Advertising Regulation) governed social media promotions. They applied to material marked as...
Taxation regime What factors determine tax liability in your jurisdiction (eg domicile, residence or citizenship)? Türkiye’s tax landscape is intricate, operating through numerous laws, regulations, communiqués and subsequent amendments. The key legislative instruments include: Tax Procedure Law No. 213 (10 January 1961) Corporate Tax Law No. 5520 (21 June 2006) Value Added Tax Law No. 3065 (2 November 1984) Stamp Tax Law No. 488 (11 July 1964) Income Tax Law No. 193 (6 January 1961) Broadly, the Turkish Tax System is considered under three headings: (i) income taxes, such as individual income tax and corporate income tax; (ii) taxes on expenditure, including Value Added Tax ( VAT), the Banking and Insurance Transactions Tax and Stamp Tax; and (iii) taxes on wealth, for example Property Tax and Inheritance and Gift Tax. For natural persons, residency, ownership of property and citizenship are key in determining which taxes apply in Türkiye. An...
Note—for guidance on whether filing thresholds in Turkiye and worldwide are satisfied, please see: Where to Notify for details. 1. Have there been any recent developments regarding the Turkish merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Turkiye? The Turkish Competition Authority ( Authority) has brought in substantial revisions to the regime governing deals that require the Turkish Competition Board’s ( Board) clearance. These notable amendments recently took effect through Communiqué No. 2026/2, which formally modifies Communiqué 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board, as published in the Official Gazette on 11 February 2026 ( Amended Communique 2010/4). Under the Amended Communique 2010/4, the jurisdictional thresholds have been materially updated. In particular, the Turkish turnover threshold previously at TL 250m (approx. €5.6m/ US$6.3m) now stands at TL 1bn...
This overview captures all finalised investigations by Türkiye’s competition authority (the Turkish Competition Authority— TCA) into suspected cartels, anti-competitive arrangements and abuses of dominance since 2018. Note—only matters that have entered the public domain are reflected here. 2026 Investigations under Article 4 of Law No. 4054 Seeds ANTALYA TARIM; GAUTIER; METGEN; AD ROSSEN IN LIQUIDATION Issue: Restrictive agreements—information sharing Development: Infringement decision on 08/04/2026; fines totalling TRY 49,048,337.02 Investigations under Article 6 of Law No. 4054 Chlorine production Koruma Klor Alkali Sanayi ve Ticaret AŞ Issue: Alleged abuse of dominance via predatory pricing Development:...
Under the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE), a move of an undertaking from one organisation (the transferor) to another (the transferee) can arise in several situations, such as: a business sale at the beginning or the end of an outsourcing an internal reorganisation within an employer’s group (where the employing entity changes) a management buy-out the establishment or ending of a franchise These are circumstances in which TUPE may operate in practice. For further information, see Practice Note: TUPE—an overview for pensions lawyers. Considerations relevant to determine level of pension provision post- TUPE transfer When determining the pension benefits a transferee employer must make available to staff who move across, the transferee should assess the minimum pension provision it is legally obliged to put in place for those...
THIS PRACTICE NOTE APPLIES TO OCCUPATIONAL AND PERSONAL PENSION SCHEMES Automatic statutory transfer of terms and conditions of employment In private sector outsourcings, staff moving to a Supplier must continue on the same contractual terms after the handover as applied beforehand, in line with the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE), save that a specific pensions exception applies in practice. Which benefits fall within the pensions exception?......
FORTHCOMING DEVELOPMENT : Section 10 of the Finance Act 2022 will increase the normal minimum pension age ( NMPA) from 55 to 57 on 6 April 2028 (save for members of the firefighters, police and armed forces public service pension schemes). It will additionally grant members of registered pension schemes the ability to draw benefits before turning 57 where, on or before 4 November 2021, they already held an unqualified right to take benefits, or were progressing a substantive transfer to a scheme that, on or before 4 November 2021, provided an unqualified right to a protected pension age below 57. To rely on the new 2028 protection, the scheme’s rules must, on 11 February 2021, have contained an unqualified right to access benefits before age 57. For more detail, refer to Practice Note: Increasing the normal minimum pension age ( NMPA) to...
On the transfer of part or all of a business When part or the whole of a business is transferred, staff move from the current employer (the transferor) to the incoming employer (the transferee). European laws were created to safeguard transferring employees’ rights in these situations, initially via the EU Acquired Rights Directive 77/187/ EEC ( ARD 1977), later repealed and supplanted by the archived Acquired Rights Directive 2001/23/ EC ( ARD 2001). In this Practice Note, these are together called the ARD Directives. The ARD Directives were given effect in the UK by the Transfer of Undertakings ( Protection of Employment) Regulations 1981, SI 1981/1794, subsequently revoked and replaced by the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE 2006). Although UK implementing laws such as TUPE 2006 form part of domestic law, the underlying...
When a business or asset acquisition constitutes a relevant transfer under the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246, the purchaser effectively replaces the seller in relation to staff assigned to the undertaking, inheriting all associated rights and obligations—see: Effect of TUPE 2006 below. As with share deals, the default position on a company’s business and asset acquisition is the maxim caveat emptor (let the buyer beware). In a relevant transfer under TUPE 2006, the seller must provide specified employee liability information ( ELI) to the buyer (see: Employee liability information ( ELI), below). Other than that duty, the seller has no obligation to reveal any defects, issues or liabilities affecting the business. Consequently, the buyer must carry out its own enquiries, instructing its advisers to conduct due diligence on commercial, tax, financial and legal aspects...
The Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE) have been in force since 6 April 2006 TUPE gives effect to the Acquired Rights Directive. Unlike TUPE, the Acquired Rights Directive is not part of domestic law, even as assimilated law. TUPE has a wide scope. For example: TUPE can apply when a client acquires something with employees attached, whether an asset or an activity rather than a business, so those workers' protections may follow. A buyer of a shopping centre, for instance, may inherit cleaners, security guards or caretakers with the building. Likewise, if a client takes over the delivery of a service, the employees currently providing it may transfer and become the client's staff by virtue of TUPE. TUPE may operate regardless of who the employees' existing employer is, including where their employer is not the seller in the...
Practice Note This Practice Note explores the moderated operation of the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE 2006) when insolvency arises. Significant elements of TUPE 2006 fulfilled the UK’s EU duty to give effect to Directive 2001/23/ EC, the Acquired Rights Directive ( ARD). Up to 1 January 2024, the pertinent provisions were classed as retained EU-derived domestic law under the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018). From 1 January 2024, the Retained EU Law ( Revocation and Reform) Act 2023 reclassifies such EU-derived domestic legislation as ‘assimilated’ law, reflecting the removal, in general terms, of EU interpretive effects (for example, EU law supremacy, directly effective rights, and the general principles formerly preserved by the EU( W) A 2018). For additional detail, see Practice Note: Assimilated law. This Practice Note also cites...
ARCHIVED: This Practice Note is archived and no longer updated. The Collective Redundancies and Transfer of Undertakings ( Protection of Employment) ( Amendment) Regulations 2014 ( TUPE Amendment Regs 2014), SI 2014/16, revised the Transfer of Undertakings ( Protection of Employment) Regulations 2006, SI 2006/246 ( TUPE 2006) and the Trade Union and Labour Relations ( Consolidation) Act 1992 ( TULR( C) A 1992) for relevant transfers occurring on or after 31 January 2014. This Practice Note sets out the amendments introduced, and the position that applied where the pertinent transfer under TUPE 2006 occurred before 31 January 2014. For comprehensive commentary on the TUPE Amendment Regs 2014, SI 2014/16, see News analysis: TUPE: detailed analysis of the changes and of the problems they may cause ( News, 5 February 2014). For guidance on the current position under TUPE 2006, see: TUPE and asset...
The Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246, confers extra protection on employees when a dismissal arises in the context of a transfer. EU‑sourced legislation, including much of TUPE 2006, enacted to give effect to the UK’s obligations under EU law (for example, Directive 2001/23/ EC, the Acquired Rights Directive ( ARD)), and still applicable in the UK at the end of the Brexit transition period/ IP completion day, continues in force as assimilated law. For further information, see Practice Note: Assimilated law. Enhanced protection against dismissal An individual benefits from this enhanced protection only if they can pursue an unfair dismissal claim—meaning they must be an employee (see Practice Note: Employee status) with the required two years’ continuous employment. For further information, see Practice Note: Entitlement to claim unfair dismissal......
This Practice Note This Practice Note addresses what is meant by a transfer of an undertaking, a transfer of a business, and a transfer of part of an undertaking or business within regulation 3(1)(a) of the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246. It analyses the core components of an economic entity and the retention of identity—namely, whether that entity preserves its identity post-transfer—together with organised groupings of resources, whether a single employee can amount to an undertaking, the requirement for stability (a stable economic entity), and illegal purposes. It also considers how to determine if a relevant transfer occurs, transfers achieved through a series of transactions, the date on which the transfer takes place, share sales, intra-group transfers, the ‘going concern’ test ( Spijkers), temporary cessation of activities, the transfer of part of a business or...
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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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