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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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From 1 October 2022, a compulsory licensing regime for short-term let ( STL) properties took effect across Scotland. Following 1 October 2022, first-time STL operators must hold a licence prior to accepting bookings or welcoming any paying guests. Running a short-term let without a licence is a criminal offence, punishable on summary conviction by a fine not exceeding £2,500 under the applicable law. This practice note aims to explain when an STL is required. For procedural steps and practical guidance on applying to the local authority, see Practice Note: Short-term let licences– Scotland—procedure for further details. What is a short term let ( STL)? The Civic Government ( Scotland) Act 1982 ( Licensing of Short-term Lets) Order 2022, SSI 2022/32 (‘2022 Order’) established a fresh regulatory framework for a STL in Scotland. Under Article 3 of the 2022 Order ( SSI 2022/32), a short term let is ‘the use of...
A compulsory licensing regime for short-term let ( STL) properties came into force on 1 October 2022 in Scotland. From that date, first-time STL operators must hold a licence before accepting reservations or hosting guests. Running an STL without a licence is an offence in criminal law, punishable on summary conviction by a fine of up to £2,500... This Practice Note aims to set out how applications are made to the local authority (the ‘licensing authority’). It does not address planning matters or appeals against rejected STL applications. For guidance on when a licence is needed, see Practice Note: Short-term let licences– Scotland—requirements... How to apply for a STL licence Legislative background Under Part 1 of the Civic Government ( Scotland) Act 1982 ( CG( S) A 1982), each licensing authority may specify activities that require a licence. For STL licensing, and subject to the...
STOP PRESS: The Short Selling Regulations 2025 were finalised and released on 13 January 2025, accompanied by an explanatory memorandum. They replace the assimilated UK Short Selling Regulation and introduce a new statutory framework for regulating short selling in the UK, defining designated activities and granting the Financial Conduct Authority ( FCA) powers to make rules for those activities, as well as to intervene in exceptional circumstances. Certain elements took effect on 14 January 2025, with the remainder commencing on the date the UK Short Selling Regulation is revoked under the Financial Services and Markets Act 2023. In October 2025, the FCA published CP25/29, outlining proposals for a new Short Selling sourcebook and changes concerning, among other matters: position reporting covering arrangements lists of reportable shares market maker exemptions disclosures of aggregated net short positions ( ANSPs) The FCA also issued a derivations and changes table explaining how rules and guidance have been...
This Practice Note outlines the key categories of security a lender may seek in a ship finance transaction. The principal security is a first‑priority mortgage over the vessel; however, subject to the circumstances of the specific financing, the lender might also require some or all of the following: assignment of insurances, income and any requisition compensation guarantee from the parent company charge on shares charge on a bank account This Practice Note applies to all vessel types commonly seen in ship finance. For more on superyachts specifically, see Practice Note: Superyacht finance—taking security over superyachts. Ship mortgage The lender’s core protection is security over the ship itself; a legal mortgage enables the lender, on default, to take possession and sell the vessel. The governing law of the mortgage will be that of the state or jurisdiction of the ship’s...
This Practice Note is the first part of a two-part series and sets out matters to weigh up when establishing a Shari'ah-compliant investment fund. It outlines key ideas in Shari'ah finance, covering the principles of Shari'ah law, a range of fund structures, the process of purification, the concept of riba or interest, and the basic finance techniques and fund types that are commonly utilised in Shari’ah-compliant investments. What is Shari'ah law? Shari'ah is a body of Islamic principles observed by Muslims, derived from the central religious text of Islam, including the holy Qùran. Shari'ah law regulates almost all aspects of Muslim life, and places specific restrictions on the types of finance and investments permitted within Muslim countries. Investments regarded as unfair or unethical under Shari'ah law, ie arrangements where only one party bears the burden of risk, are therefore forbidden. The guiding...
Shari’ah compliant, or Islamic, finance is a method of funding grounded in the principles and prohibitions of Shari’ah ( Islamic law). These rules stem from a range of sources, with further detail provided in Practice Note: Sources of Shari'ah. That Practice Note sets out the fundamental principles and prohibitions that underpin the structuring of Islamic finance transactions, and explains how arrangements are shaped to reflect them. In practice, the question of whether a given Islamic finance transaction satisfies these standards—and so can be treated as Shari’ah compliant—rests with the Shari’ah board of the institution offering or arranging the finance and, less commonly, with the Shari’ah board of a corporate making use of the facility. As a general rule, the default assumption is that a transaction presented as Shari’ah compliant or Islamic will be acceptable unless it breaches core principles or passes...
Introduction Shari’ah—also rendered as Sharia, Shariah, or Shari’a—literally means, in Arabic, ‘the path towards the watering place’. As Islamic law, it is the religious legal framework of Islam, laying down duties and a code of conduct for people to observe so that they can lead their lives in a rewarding and worthwhile way. According to Potter LJ, much of the classical Islamic law governing financial dealings is not set out as formal ‘rules’ or ‘law’ in the Qur'an and Sunnah; instead, it rests on the often differing opinions of established schools of law that took shape roughly between 700 and 850 CE......
This note aims to: offer clear, practical guidance to shareholders of a distressed or insolvent company set out the position of shareholders across most types of corporate insolvency or restructuring scenarios suggest steps a shareholder can take to maximise their position if the company becomes distressed This note is specifically designed to help shareholders secure the strongest possible footing as the company enters the ‘zone of insolvency’. During ordinary trading, the interests of creditors and shareholders typically run in parallel. Yet, once the business moves into that ‘zone of insolvency’, then directors’ duties realign and are owed to creditors instead (see Practice Note: Directors’ duties: companies in financial difficulties). The point at which that shift occurs will be determined on the specific facts in each individual instance (see News Analysis: Directors' duties and assessing...
This Practice Note sets out a summary of the Shareholder Rights Directive II ( SRD II) ( Directive ( EU) 2017/828 amending Directive 2007/36/ EC) and its effect in the UK, with a particular emphasis on consequences for asset managers and institutional investors across the market. SRD II seeks to encourage robust stewardship and long-term investment choices, introducing requirements in areas such as transparency of engagement policies and investment approaches across the institutional investment community, and mandating approval and disclosure of related-party transactions. Scope and overview of SRD II The original Shareholder Rights Directive ( SRD I) took effect in 2009 to bolster shareholder rights by setting minimum standards for exercising voting rights attached to shares in EU listed companies. SRD I was extensively revised by SRD II, which applied from 10 June 2019. SRD II places a range of rights and duties on listed...
This concise ‘how to’ guide explains the sequence to follow, together with the documentation needed, for parties undertaking a share purchase by way of a share for share exchange. In such a transaction, a buyer acquires the shares in a private limited company (the target company) from the target company’s shareholders (the sellers) and, as consideration for that acquisition, allots/issues shares in the buyer (consideration shares) to the sellers. The buyer offers this form of consideration instead of, or in addition to, other consideration such as cash. An illustration of the position of the transaction parties, both before and after completion of a share for share exchange transaction, is set out below... Implementation of a share for share exchange transaction The steps required to implement a share for share exchange, and the documentation to give effect to it, will be broadly the same as for a share...
This Practice Note outlines the statutory shared parental pay ( Sh PP) framework that operates for the birth of a child. It further explores legal and practical considerations around contractual (occupational) shared parental pay (see: Contractual shared parental pay), especially risks of detriment and discrimination. The legal basis for Sh PP—the Statutory Shared Parental Pay ( General) Regulations 2014—came into force on 1 December 2014. Guidance and other materials A range of guidance and materials is available. Acas guidance Acas has produced guidance documents together with certain template resources. See Acas materials on shared parental leave and pay. Government guidance The government has published a comprehensive 66-page guidance document aimed at employers. See: Alongside outlining the shared parental leave and pay system in general, this guide offers practical help for unusual circumstances practitioners may face, and includes examples and explanatory sections, such as: details for workers holding multiple...
Practice Note This Practice Note explains the shared parental leave framework that applies to the adoption of a child under section 75G of the Employment Rights Act 1996 ( ERA 1996) and the Shared Parental Leave Regulations 2014 ( SPL Regs 2014), SI 2014/3050. It outlines who qualifies as an adopter and/or an adopter’s partner, the requirement to curtail any adoption leave, the notices and declarations that must be given to the employer before any leave can be taken, the parties’ rights and duties when proposing and altering blocks of leave, and, together with the relevant contractual and other protections that apply during leave. In short, shared parental leave enables, following adoption, the child’s adopter and a second individual (who must be the adopter’s spouse, civil partner, or partner) to divide, if they choose, up to 50 weeks of the leave that would...
For comprehensive coverage of the substantive right to take shared parental leave, refer to Practice Notes: Shared parental leave (birth) and Shared parental leave (adoption). This Practice Note outlines the circumstances in which employees may carry out work while on shared parental leave. For details on the ability to work during maternity and adoption leave, see Practice Note: Work during maternity or adoption leave—keeping in touch days. Shared parental leave keeping in touch days ( SPLIT days) Employees can undertake up to 20 days of work ('shared parental leave in touch days' or ' SPLIT days') during any periods of shared parental leave that they take, without such work ending their shared parental leave, or any entitlement to shared parental pay......
This Practice Note sets out the shared parental leave framework for births under section 75E of the Employment Rights Act 1996 ( ERA 1996) and the Shared Parental Leave Regulations 2014 ( SPL Regs 2014), SI 2014/3050. In outline, after a child is born, the mother and one other person — either the child’s father, or an individual who is married to, the civil partner of, or the partner of, the mother — may share up to 50 of the 52 weeks of leave that would otherwise be the mother’s maternity leave. It does not add to the total leave available; instead, it enables those two people to divide that existing entitlement if they wish. Overview of shared parental leave and pay on birth In brief, eligible parents who share responsibility for a child can use shared parental leave in the first year after: the birth of...
It is routine for employees, particularly executive directors, to receive awards over shares. A series of exemptions permits these grants to be made without infringing the Financial Services and Markets Act 2000 ( FSMA 2000). By contrast, providing share awards to people who are not employees, such as non-executive directors, is more complex because several of those carve-outs do not apply... This Practice Note highlights the FSMA 2000 considerations when granting share awards or options to non-employees and maps out potential ways through each. As the most suitable route turns on the facts of the case, it is for the practitioner to determine whether, in their situation, the proposal might fall outside the scope of the relevant prohibition. For guidance on other, non- FSMA 2000 matters arising when granting such awards to non-executive directors, see Practice Note: Shares for...
THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR PENSION SCHEMES A share sale agreement will typically set out warranties granted by the seller for the benefit of the buyer. A warranty is a representation by the seller that a particular fact is correct; for example, the seller might confirm that a specified pension scheme is the only scheme in which the target company participates. Pension warranties may appear alongside warranties on other subjects, such as property and tax, or be set out in a dedicated pensions schedule annexed to the agreement. However, some agreements provide that warranties in one topic cannot be relied upon in another; in practice, this requires their substance (for instance, compliance with laws) to be repeated wherever necessary for pension purposes. This Practice Note explains the rationale for pensions warranties in share sales, their...
THIS PRACTICE NOTE APPLIES IN RELATION TO DEFINED CONTRIBUTION OCCUPATIONAL PENSION SCHEMES This Practice Note sets out the issues a buyer and a seller are required to consider, in the context of a share sale, where the target company, or one of its subsidiaries: is the sole employer under a defined contribution ( DC) occupational pension scheme is the principal employer of a multi-employer DC occupational pension scheme is a participating employer (but not the principal employer) in a multi-employer DC occupational pension scheme has personal pension arrangements in place is the principal employer of a small self-administered scheme ( SSAS) In this Practice Note, references to the target company are to be read as including any such subsidiary......
THIS PRACTICE NOTE APPLIES IN RELATION TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES This Practice Note explores the due diligence points to be mindful of on a share sale where the target company participates in a defined benefit ( DB) pension scheme. In this Practice Note, any mention of the ‘target company’ also covers its subsidiaries (as these will likewise move into the buyer’s group on completion). For a high-level summary of pensions considerations in share sale due diligence, see Practice Note: Pensions due diligence in share sales—an introduction. For a fuller examination of the due diligence topics that arise where the target is involved in, or pays into, a defined contribution ( DC) pension arrangement, see Practice Note: Pensions due diligence in share sales—issues specific to DC schemes. Due diligence and DB schemes—key issues Where the target participates in a DB pension scheme, there is a wide range of...
THIS PRACTICE NOTE APPLIES IN RELATION TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES This Practice Note concentrates on matters that purchasers and vendors must address in a share sale when the target entity, or one of its subsidiaries, acts as the principal employer of a multi-employer defined benefit ( DB) scheme. In this Practice Note, mentions of the target company are to be read as including a subsidiary. For guidance on points that arise where the target (or one of its subsidiaries) participates as an employer in a multi-employer DB scheme, refer to Practice Note: Pension issues in share sales—where target is participating employer of DB multi-employer scheme......
THIS PRACTICE NOTE APPLIES IN RELATION TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES This Practice Note addresses the matters that purchasers and vendors need to assess carefully during a share sale when the target, or any of its subsidiaries, participates as an employer in a multi‑employer defined benefit ( DB) scheme, rather than acting as the principal employer. References to the target company in this Practice Note are also to be read as including any such subsidiary. For discussion of the considerations where the target (or a subsidiary) is the principal employer of a multi‑employer DB scheme, see Practice Note: Pension issues in share sales—where target is principal employer of DB multi‑employer scheme......
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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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