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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 guide is chiefly intended for trainees, recently qualified lawyers and others who are new to, or unfamiliar with, pensions law. Aside from HMRC (and, arguably, the Pension Protection Fund ( PPF)), the Pensions Regulator is probably the key statutory authority in the pensions industry. Constituted as a body corporate under section 1 of the Pensions Act 2004 ( Pe A 2004), the Pensions Regulator took over from the former regulator, the Occupational Pensions Regulatory Authority ( OPRA), on 6 April 2005. Role of the Pensions Regulator The Pensions Regulator’s remit is broader than OPRA’s and, importantly, it is not limited solely to occupational pension schemes. Its principal objectives include: to safeguard benefits under occupational pension schemes for, or in respect of, members of those schemes to secure benefits under personal pension schemes for, or in respect of, members of such schemes who are employees with direct...
The Pensions Regulator The Pensions Regulator ( TPR) is the statutory authority overseeing occupational pension schemes, with a view to, among other aims, safeguarding members’ benefits, minimising calls on the Pension Protection Fund, and promoting and improving understanding of the good administration of work‑based pension schemes. Its remit also extends to UK public service schemes. TPR supplies guidance, education and training, and practical assistance to support scheme managers, pension boards, administrators, employers and others in meeting legal obligations while striving for best practice. It collaborates with scheme advisory boards so its message and guidance reach the widest possible audience. Where it considers it necessary, TPR has said it is willing to deploy its powers in relation to public service pension schemes. Detailing particular cases falls outside the scope of this Practice Note. Nonetheless, TPR has confirmed it has exercised its powers in the public service pension...
FORTHCOMING CHANGE : The Pensions Regulator ( TPR) has opened a consultation on its new enforcement strategy, signalling a move to more proactive and prudential supervision. The draft strategy unveils a framework oriented around four core outcomes: prevention, reparation, accountability and saver confidence, buttressed by five strategic aims: prioritising key risks to savers, taking firm and timely action on non-compliance and economic crime, harnessing data for smarter enforcement, working with the wider sector for greater effect, and improving transparency to strengthen trust and behaviour. The proposals are intended to bolster TPR’s capacity to tackle emerging risks and breaches across pensions through a nimbler, more collaborative model. Consultation closes on 11 November 2025. TPR plans to issue the final strategy and its consultation reply in early 2026. Later in 2026, TPR also expects to review its complete set of published policies once the strategy is in place to...
Loan market and developments Please provide a brief overview of the current state of the loan markets in your jurisdiction and any significant recent market developments The heightened mandatory capital buffers for financial institutions continue to suppress both the number and the size of transactions in the Dutch loan market when set against the pre‑credit crisis period. Contrary to earlier expectations, COVID did not materially disrupt conditions; however, a slight rise in bankruptcies is evident as obligations to repay COVID support are falling due. Overseas banks that once lent regularly to Dutch borrowers are, on the whole, still less willing to extend credit in the current climate. In real estate finance, there remains sufficient appetite among foreign, mainly German, banks and funds to invest in the Netherlands; nevertheless, a flat market and a range of legislative changes (including tax measures) are making...
NOTE—to see whether notification thresholds in the Netherlands and across the globe are met, see further: Where to Notify 1. Have there been any recent developments regarding the Dutch merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues with the ACM? Media Following the Authority for Consumers and Market’s ( ACM) prohibition of RTL’s proposed purchase of Talpa (two players in the Dutch television media market) on 30 January 2023, DPG Media announced plans to acquire RTL and filed the deal with the ACM. On 17 May 2024, the ACM concluded that the transaction merited deeper scrutiny and therefore referred the matter to the second (‘licence’) phase. On 18 July 2024, the parties submitted their application for the requisite licence. On 27 June 2025, the ACM issued conditional clearance for the merger in its DPG/ RTL...
This Practice Note examines the principles governing the tort whereby a defendant deliberately interferes with a claimant’s rights in a judgment debt. For wider guidance on enforcing judgments, see: Introduction to enforcement—overview and related content. What is the Marex tort? The Marex tort describes a tort-based cause of action premised on an alleged intentional infringement of the claimant’s rights in a judgment debt. Its contours were first confirmed by Bryan J in 2021 in Lakatamia v Su, having been raised by Knowles J in 2017 in Marex v Garcia (also known as Marex v Sevilleja). See: Marex tort—history below. In Lakatamia v Su, Lakatamia pursued two claims against the defendants, Mr Su and his mother, Madam Su, including: unlawful means conspiracy—alleging a concerted plan to harm Lakatamia by unlawful means, through breaches of a 2011 worldwide freezing order in related Commercial Court...
Deal Debrief The Great Annual Savings Company Ltd sought approval for a Part 26A restructuring plan ( RP), reaching a convening hearing in February 2023 and progressing to a sanction hearing in April 2023. Sanction was declined owing to significant objections from HMRC and other creditor groups. Core terms for this SME RP are set out below (all capitalised expressions not otherwise explained take the meanings given in the convening and sanction judgments). This Deal Debrief sits within our Restructuring plans collection. For a detailed review of metrics from RPs filed in 2023 and insights from restructuring practitioners, consult Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]......
Deal Debrief NGI Systems & Solutions Ltd ( NGI)—a principal shareholder, creditor and supplier—sought approval of a Part 26A restructuring plan ( RP) for the SME, The Good Box Labs Co Ltd (in administration), at a sanction hearing in January 2023. The main points are outlined below (capitalised terms not defined here have the meanings in the sanction judgment). The matter is distinctive as it represented the first RP application made by a party other than the company and the first instance of an RP being used to bring an administration to an end. This Deal Debrief is included within our Restructuring plans collection. For in-depth analysis of the key metrics from RPs filed in 2023 and commentary from leading figures in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [...
The Gibbs rule It holds that whether a liability is released can only be decided by the law governing that liability. Subject to the adjusting impact of legal instruments in the field of cross‑border insolvency, an English court may invoke this common law principle in appropriate cases, and conclude that a foreign restructuring, which claims to extinguish an English law governed liability (or one governed by a system other than that of the foreign restructuring), does not in fact achieve that result at all in England. As a result, the court may permit a dissenting creditor to pursue enforcement of the liability in England. The scope and reach of the Gibbs rule will matter to distressed debt investors and their advisers, and this note highlights some of the key points for consideration. The evolution of the Gibbs rule was recognised and developed across a line of...
This Practice Note sets out a plain English overview of the Great Britain ( GB) Balancing Mechanism, implemented mainly under the Grid Code and the Balancing and Settlement Code ( BSC). The Balancing Mechanism is a marketplace for trading electricity in Great Britain, used by the transmission system operator as one of its tools to maintain real‑time balance between electricity entering and leaving the transmission system. As well as summarising the Balancing Mechanism and who can participate in it, this Practice Note explains the scheme’s background and concepts, including gate closure, Balancing Mechanism bids and offers, the acceptance of bids and offers, and ongoing reform of the Balancing Mechanism to enable wider access. What is the Balancing Mechanism? The near real‑time balancing of electricity generation and electricity consumption is required to ensure the GB electricity system operates correctly and, in the end, that end users...
NOTE—to check whether notification thresholds in the Gambia and worldwide are satisfied, see: Where to Notify 1. Have there been recent developments regarding the Gambian merger control regime. What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in the Gambia? Since the introduction of the Competition Act 2007, the Information Communication Act 2009 ( ICA 2009) and the Gambia Public Utilities Regulatory Authority Enforcement Regulations 2009, no new measures or rules have been issued, and none are expected. The ICA 2009 has been amended by the Information and Communication ( Amendment) Act, 2022, but the merger framework remains intact. The provisions relevant to mergers are ss 46–58, which deal with fair competition, and these were not changed. Only ss 138A, 165, 173A, 232, 235 and 236 were amended....
This Practice Note has been archived and is no longer updated. For details on the Financial Conduct Authority’s powers to prosecute criminal offences, see Practice Note: FCA prosecution of criminal offences—essentials. The Financial Services Act 2012 ( FSA 2012) reshaped the UK regulatory framework by, inter alia, creating the Prudential Regulation Authority ( PRA) and the Financial Conduct Authority ( FCA), which succeeded the Financial Services Authority ( FSA). These bodies have distinct yet complementary roles. This Practice Note introduces the FCA’s role in relation to financial crime. Further guidance is available in the following subtopics: FCA investigations and enforcement—overview FCA investigations and enforcement—overview UK regulators—financial services—overview FCA and PRA investigations, enforcement and discipline—overview What is the FCA's objective in so far as tackling financial crime is concerned? Unlike its predecessor, the FSA, which had multiple regulatory objectives (including...
Assessing how a merger affects rivalry requires evaluating the extent to which the parties are close and effective competitors of one another. The judgement should be forward-looking, asking how the competitive landscape may evolve over coming years and anticipating changes. Relevant considerations for that assessment include, among others: potential product obsolescence; the status and evolution of any pivotal technology; the firms’ resources; the firms’ indebtedness; and whether the activities at issue are central or peripheral to their businesses. At its most acute level, one of the firms may simply be unlikely to remain in operation on a sustained basis, for instance because of continuing financial losses and heavy debt, or because its core products or technology have become out of date or effectively obsolete. In those circumstances, the acquirer may contend that the target is not, or over the...
The creation of the Competition and Market Authority ( CMA) in 2013 The establishment of the Competition and Market Authority ( CMA) in 2013 coincided with an overhaul of a component of the criminal cartel offence that prosecutors had to prove to convict directors and officers. When the Enterprise and Regulatory Reform Act 2013 ( ERRA 2013) commenced on 1 April 2014, the dishonesty element of the cartel offence was scrapped, marking a radical change to what prosecutors had previously been required to establish. Under the revised regime, an individual commits the offence by agreeing, with one or more persons, that two or more undertakings will take part in specified prohibited cartel arrangements (price-fixing, market-sharing, bid-rigging, or limiting output), regardless of dishonesty. Any such arrangements must have occurred in the UK to be caught. As explained further below, this shift is partly offset by new...
This Practice Note examines the court’s general case management power under CPR 3.1(7) to alter, modify or set aside a court order. It also addresses when the court may change a final order and gives practical guidance on making such applications. The court’s power to vary or revoke and order While parties to litigation must be able to depend on the court’s decisions, situations do arise where a party may seek to have an order adjusted, amended, revoked or corrected. The CPR contain a range of provisions for those scenarios, see the table and content links in: Judgments and orders—overview. One such route is CPR 3.1(7), within the court’s general case management powers, which provides that the power to make an order includes the power to vary or revoke it. This Practice Note sets out the principles applied under CPR 3.1(7) when altering or...
Dated May 2022, this guidance was issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) ( CGI) to...
ARCHIVED: This guidance, dated November 2018, issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) ( CGI), offers a sector perspective on,......
ARCHIVED: This archived guidance, dated August 2004 and revised in 2013, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance......
ARCHIVED: These archived guidelines, from July 2013, issued by The Chartered Governance Institute (formerly called ICSA: The Governance Institute) ( CGI), are specifically designed to......
ARCHIVED: Archived guidance from January 2013 by The Chartered Governance Institute (formerly ICSA: The Governance Institute) ( CGI) outlines ways for non-executive directors to approach their work, proposing methods they might apply to responsibilities in manner that would......
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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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