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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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FORTHCOMING DEVELOPMENT : Under the Pension Schemes Act 2021, a secondary notifiable events regime is being brought in (pursuant to section 69A of the Pensions Act 2004), focused on specified employer‑related notifiable events connected to a DB scheme. The regime obliges employers to copy the trustees into any notification sent to the Pensions Regulator and to furnish both the trustees and the Pensions Regulator with an accompanying statement (also referred to as a declaration of intent) setting out details of the notifiable event and how any detriment to the scheme will be mitigated. On 8 September 2021, the Department for Work and Pensions ( DWP) issued a consultation on draft regulations which, among other matters, describe the categories of events that will fall within the scope of the secondary notifiable events regime......
THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR DEFINED CONTRIBUTION PENSION ARRANGEMENTS This Practice Note sets out the due diligence matters to identify on a share sale where the target company participates in, or pays into, a defined contribution ( DC) scheme. In this Practice Note, any mention of the 'target company' also covers its subsidiaries, as these transfer to the buyer's group on a share sale. For an overview of the pensions aspects of due diligence in a share sale, see Practice Note: Pensions due diligence in share sales—an introduction. For a detailed review of due diligence issues that arise where the target participates in a defined benefit ( DB) pension scheme, see Practice Note: Pensions due diligence in share sales—issues specific to DB schemes. Due diligence and DC arrangements—key issues Where the target company participates in, or contributes to, a DC pension...
This Practice Note sets out principal environmental and health and safety ( EHS) points to address in a share purchase. The questions can operate as a checklist for a seller’s solicitors preparing the data room, or for a buyer’s lawyers assessing whether the EHS materials are adequate for the business. See Practice Notes: Environmental due diligence—share purchase and Environmental issues when selling a company or business. Contaminated land In a share purchase, the buyer assumes responsibility for land contamination or water pollution caused or knowingly permitted by the target, present at or migrating from current or former properties; spills by the target on third-party land (for example, tanker incidents); and contamination or pollution at current properties as a Class B owner or occupier. The buyer should evaluate potential liabilities and remediation costs, which may require a phase 1 environmental audit or a phase 2 ground...
Most of the completion and post-completion tasks in a share purchase transaction are routinely carried out by corporate lawyers and typically include: holding the relevant completion meeting filing notices at Companies House stamping the stock transfer form preparing the transaction bible of all signed documents making any adjustments to the purchase price The buyer gains beneficial ownership of the target company’s shares once all completion formalities have been completed or expressly waived. Transfer of the legal title to the target company’s shares......
Technical due diligence Where non-compliance is known or land contamination suspected, the buyer, or ideally its lawyers, may engage an environmental consultancy to carry out a phase 1 environmental, health and safety ( EHS) compliance audit, or undertake intrusive phase 2 testing, to gauge liability and financial risks. Types of environmental audits Typical prices (exc VAT) and timescales: Desktop searches: historic uses, landfills, environmental permits, pollution incidents, ground stability, flooding. Contaminated land risk screening report £180; combined contaminated land and flooding search £270–£320; 1–3 days. Basic phase 1 audit: desktop search, site walkover, management interview, regulator replies; £1,000–£2,000; 5–10 days. Detailed phase 1 environmental, EHS audit: as phase 1 plus report reviews, operational controls and systems, key health and safety compliance issues, capex investment assessment; £2,500–£4,000; 5–10 days. Asbestos survey: Management Asbestos Survey, Demolition or Refurbishment Survey, asbestos register; £2,000–£5,000; 5–10 days. Phase 2 report: intrusive testing of soil, water and gas; price...
The purpose of environmental due diligence Environmental due diligence seeks to: Evaluate the risk of contaminated land liabilities at properties the target currently owns or occupies, as well as those it has previously held or used Identify any material non-compliance issues, or threatened proceedings or claims, associated with the target Highlight significant capital expenditure needed to comply with the target’s environmental permits, and with current or anticipated environmental legislation Provide recommendations to mitigate these risks through contractual protections, price negotiations, further investigations, or environmental insurance Contaminated land is often one of the most substantial liability concerns in corporate transactions and is particularly significant in a share acquisition. In a share purchase, a buyer may inherit liabilities where the target has “caused” or “knowingly permitted” contamination at sites it currently owns or occupies, or those it formerly held. The target can also face clean-up liabilities as an innocent “owner” or...
In a share purchase agreement ( SPA), it is standard for the seller to grant the buyer warranties and indemnities. Why warranties and indemnities are needed For any share acquisition, the buyer starts from the maxim caveat emptor (let the buyer beware). As they cannot know with certainty exactly what they are acquiring when buying a company, the purchaser seeks protection from the default common law position by building suitable contractual terms into the SPA in the shape of warranties and indemnities. Taken together, these provisions protect the purchaser against the uncertainties inherent in the target and address the caveat emptor rule. The buyer will also undertake due diligence on the target company (or target group) to learn as much as possible before proceeding. For additional detail on the diligence process, see Practice Note: Due diligence—share and asset purchases. Without warranties or...
This Practice Note forms part of the share purchase transaction collection. Timing Work on an initial draft of the share purchase agreement ( SPA) may start as soon as the principal commercial terms are settled and the heads of terms executed. The due diligence and disclosure workstreams proceed in parallel with SPA drafting and negotiation. The sooner the buyer undertakes substantive due diligence, the earlier its findings can shape discussions on suitable warranty and indemnity protection within the SPA. In most cases, the buyer’s lawyers produce the opening draft and forward it to the seller’s lawyers for mark-up. Drafts will move back and forth until exchange (signing of the SPA), which will take place ahead of completion where there are conditions to completion, or at the same time as completion where there are none. The tax covenant is usually included as a schedule to the SPA,...
Training materials These training materials are made up of template Power Point slides that can serve as the foundation for one or more training seminars concerned with negotiating a share purchase agreement ( SPA). They are intended to assist junior lawyers, company secretaries and directors in developing an understanding of the principal points of negotiation and drafting, and they also signpost other useful materials and guidance. It is expected that those delivering training will use these slides as a practical starting point for their presentations, and then adapt them as necessary to reflect their particular circumstances......
Overview of key issues The principal matters addressed in this Practice Note are set out below: why equity incentives are a central consideration on a takeover implemented by a scheme of arrangement the differing effects that a scheme of arrangement can produce, which depend on the categories of awards granted under the target group’s share plans the situations in which it may be appropriate to amend the target group’s share plan rules and/or the target company’s articles of association to manage incentives over the target’s shares as part of the transaction the issues and questions that may arise where the relevant provision of the target group’s share plan rules refers to a scheme for the purposes of that company’s reconstruction or amalgamation the information that ought to be included in scheme-specific documents and materials, such as the scheme document and the witness statement, and which party would...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to give way to a unified, self-assessed levy on securities—the securities transfer charge ( STC)—to be paid and reported through a new digital portal. In broad terms, the STC’s design will align with the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 ( FB 2026) creates a power, commencing on Royal Assent, for secondary legislation that will enable taxpayers to pilot the digital service by self-assessing their stamp taxes on securities obligations and submitting transactions electronically via the service. This will allow reporting and payment to be handled online as part of the modernisation of stamp taxes on shares. For detailed coverage of the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025— Tax analysis— Stamp and...
A limited company is permitted to buy back shares in itself, so long as it meets the conditions set out in the Companies Act 2006 ( CA 2006). This is referred to as a share buyback, or a purchase of own shares. In addition to CA 2006, there are further rules and guidance that matter for a listed company or an AIM company. In particular, a listed company must have regard to the UK Listing Rules ( UKLRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must have regard to the AIM Rules for Companies ( AIM Rules); however, those rules do not specifically address share buybacks, so AIM Regulation has stated that, in most circumstances, observing the UKLRs for buybacks would represent best practice for an AIM company. An AIM company is also subject to DTR 5. In...
A limited company can repurchase its own shares provided it satisfies the conditions in the Companies Act 2006 ( CA 2006). This is referred to as a share buyback, or a purchase of own shares. Beyond the CA 2006 provisions, further rules and guidance are relevant, though some bite only for a listed company or an AIM company. In particular, a listed company must take account of the Listing Rules ( LRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules) and is also within DTR 5. Both categories of company may additionally observe institutional investor guidance. For a primer on share buybacks, see Practice Note: Share buybacks—a quick guide. For an outline of the law governing a buyback, and reasons a company might choose to conduct one, see...
Penalties for breach of the allotment provisions in the Companies Act 2006 ( CA 2006) Save for certain limited exceptions, the company’s directors must not use the company’s powers to allot shares or to confer rights to subscribe for, or to convert any security into, its shares unless they comply in full with the relevant statutory regime for: private companies with a single class of shares, or private companies with more than one class of shares or public companies (whether listed or unlisted) For wider detail on allotments in general and, in particular, by company type, see the following Practice Notes: Allotment and issue of shares—introductory points, Allotment and issue of shares—private companies with one class of shares, Allotment and issue of shares—private companies with more than one class of share and public unlisted companies and Allotment and issue of...
STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime Finance Act 2025 ( FA 2025), which obtained Royal Assent on 20 March 2025, enacts measures scrapping the remittance basis and introducing a residence-based system, effective from 6 April 2025. FA 2025 also substitutes domicile as the principal criterion for determining exposure to inheritance tax. Additional reforms cover revisions to the rules for excluded property status, the removal of protected settlements status for offshore trusts, and adjustments to overseas workday relief. For details on these updates, refer to: Practice Notes: The abolition of the remittance basis of taxation from 2025–26, A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates ( Finance Bill 2025) and Finance Act 2025. This Practice Note examines shadow directors of offshore companies and the degree to which such...
What are the powers under section 3 CJA 1987? Section 3 of the Criminal Justice Act 1987 ( CJA 1987) establishes information‑sharing gateways for the Serious Fraud Office ( SFO). Through these routes, the SFO may disclose material it has obtained under its statutory powers during an investigation to other government bodies where specified conditions apply. This extends to information acquired using its compulsory investigation powers under CJA 1987, s 2. For more information, see Practice Notes: Section 2 notices requiring production of documents and Interviews under the Criminal Justice Act 1987, s 2. There is no express bar in the CJA 1987, or otherwise, on sharing material gathered through the SFO’s investigation powers; however, any disclosure must meet the criteria prescribed by CJA 1987, s 3......
This Practice Note explains what the SFO is, why it may conduct a raid, the scope of its powers, and the implications of not co-operating with one. What is the SFO? The Serious Fraud Office ( SFO) investigates serious or complex fraud and corruption, often featuring an international aspect or likely to draw publicity. The SFO states it undertakes a small number of large economic crime cases. When deciding whether to open an investigation, the Director applies the Statement of Principle, taking into account: whether the apparent criminality undermines UK PLC commercial or financial interests in general and in the City of London in particular whether the actual or potential financial loss involved is high whether actual or potential economic harm is significant whether there is a significant public interest element whether there is a new species of...
ARCHIVED: This Practice Note is archived and is not being updated or maintained. Repeal and transitional provisions Sexual Offences Prevention Orders ( SOPOs) have now been superseded by (a) sexual harm prevention orders ( SHPOs) and (b) sexual risk orders ( SROs). This follows the repeal of sections 104 to 129 of the Sexual Offences Act 2003 ( SOA 2003) by the Anti-social Behaviour, Crime and Policing Act 2014 ( ABCPA 2014). See the Practice Notes: Sexual harm prevention orders and Sexual risk orders. Practitioners should be fully aware of the effect and operation of the saving and transitional provisions: the repeal or amendment of SOA 2003, ss 104 to 129 (under ABCPA 2014) does not affect: any SOPO application issued or presented before 8 March 2015 any extant order (whenever made) where the application was lodged before 8 March 2015, or any procedural step taken in relation to such an...
This Practice Note sets out guidance on the regulation of sex establishments under Schedule 3 to the Local Government ( Miscellaneous Provisions) Act 1982 ( LG( MP) A 1982), as updated by the Policing and Crime Act 2009 ( PCA 2009). It summarises the criminal offences arising from non-compliance and the penalties available on conviction. What is a sex establishment? LG( MP) A 1982, Sch 3, as amended by PCA 2009, s 27, introduced a further type of sex establishment, the ‘sexual entertainment venue’, alongside the existing ‘sex shop’ and ‘sex cinema’. Sex establishments are defined in LG( MP) A 1982, Sch 2. There are four categories of sex establishments: sex shops sex cinemas sexual entertainment venues hostess bars Sch 3 to LG( MP) A 1982 empowers a council to grant licences for these premises. The requirements for applying are set out in Sch 3,...
This Practice Note reviews the principal cases concerning sex discrimination within the context of pension schemes. It includes references to decisions of the Court of Justice of the European Union ( CJEU), previously known as the European Court of Justice ( ECJ). For guidance on whether EU judgments are binding on UK courts, see Practice Note: Assimilated law — Assimilated case law. Bilka- Kaufhaus v Weber The decision is notable for: its confirmation that eligibility for an employer-provided pension scheme amounts to an element of pay for the purposes of the right to equal pay under Article 119 of the Treaty of Rome (now replaced by Article 157 of the Treaty on the Functioning of the European Union ( TFEU)). Note that the equal pay right in Article 157 TFEU had direct effect in UK law and constituted retained EU law until 31 December 2023. Since 1 January 2024, it no...
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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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