Featured documents
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
Most recent Practice notes
This Practice Note sets out the process for pursuing a mesothelioma claim, distinguishing between the rules for ‘living’ and ‘fatal’ cases. Given the short life expectancy of mesothelioma sufferers, the courts fast‑track living claims. The Practice Note examines Practice Direction 49B, including the show cause procedure intended to accelerate litigation of this type, the Asbestos List operating within the Royal Courts of Justice, and the Compensation Act 2006, as well as causation issues such as what level of asbestos exposure amounts to a material increase in risk. The Pre- Action Protocol for Disease and Illness Claims The Pre- Action Protocol for Disease and Illness Claims applies to all personal injury claims where the injury arises not from an accident but from a disease or illness. For further guidance on the Protocol, see Practice Note: The Pre- Action Protocol for Disease and Illness Claims. However, in a...
What is merger in judgment and its relationship with res judicata? A res judicata is a determination made by a judge or tribunal with authority over the cause of action and the parties, which brings the decided matter to a final conclusion so that it cannot be re-litigated by those bound by the judgment, save on appeal. For further guidance, see Practice Note: The doctrine of res judicata. Merger in judgment is the doctrine that, once judgment is entered on a cause of action, the cause is extinguished and the claimant’s only entitlement is upon the judgment. It is a substantive rule concerning the legal effect of an English judgment, treated as ‘of a higher nature’, so that the lesser remedy is absorbed into the greater and thus the underlying cause of action is superseded ( King v Hoare). In the criminal sphere, autrefois acquit and...
This month, the Australian Government opened a consultation on proposed new merger control thresholds, and the CMA published for consultation draft updates to six UK merger guidance documents... Australia— Government launches consultation on proposed new merger control thresholds In our April 2024 monthly merger update, we noted the Government’s proposed reforms to Australia’s merger control regime and indicated that notification thresholds would be consulted on further. On 30 August 2024, the Australian Government released a consultation paper. The proposal introduces separate monetary and market concentration thresholds, each with two limbs. Meeting any one of these four tests would make an acquisition notifiable. The target business or asset must also have a material connection to Australia, for example by: Being registered or located in Australia Supplying Australian customers Generating revenue in Australia Monetary thresholds The monetary test would be met where specified turnover...
This month brought routine updates to merger control thresholds in Argentina, Belarus, Costa Rica, Ecuador, Israel, Kazakhstan, Mexico, Peru, Uzbekistan and the United States; revised thresholds taking effect in Taiwan; a consultation in South Africa proposing higher thresholds and increased filing fees; and the UK government opening a consultation on proposed changes to the UK merger control regime. Argentina—annual revision to notification thresholds Argentina has implemented higher notification thresholds following the annual uplift in the value of adjustable units (the index used for the thresholds). A filing is now required where combined Argentinian turnover exceeds ARS 145bn (approx. €102.7m/ US$118.4m), up from ARS 110.2bn, unless: the value of assets transferred in Argentina does not exceed ARS 29bn (approx. €20.5m/ US$23.6m) the price for the Argentinian element of the deal does not exceed ARS 29bn (approx. €20.5m/ US$23.6m) the acquiring group has not...
This month, the Dutch Government broadened its abuse of dominance regime, allowing the Netherlands Authority for Consumers and Markets to scrutinise mergers that do not meet notification thresholds; the Mexican Government created the National Antitrust Commission as part of major competition law reforms; and the UK’s Competition and Markets Authority issued further updates to its merger control guidance under its ‘4Ps’ modernisation programme... Netherlands— Government extends abuse of dominance rules to non-notifiable mergers From 1 September 2025, the Netherlands Authority for Consumers and Markets ( ACM) obtained additional powers under the revised Competition Act ( CA) to assess mergers and acquisitions for potential abuse of dominance... Until now, Article 24(2) CA carved M& A deals out of the prohibition on abuse of dominance; that carve-out has been deleted... This amendment follows the Court of Justice’s ruling in Towercast, which affirmed that national competition...
Malawi— Competition and Fair Trading Act 2024 comes into force This month, reforms to competition law, including merger control, have taken effect in Malawi, while Saudi Arabia has brought amendments to its merger control guidelines into operation. Effective 1 July 2024, the Competition and Fair Trading Act 2024 (the Act) commenced, repealing the Competition and Fair Trading Act 1998. Key points on merger control are summarised below. Mandatory and suspensory merger notification The Act represents a major departure from the prior framework by instituting compulsory merger notification. At present, no monetary thresholds apply to determine which mergers must be notified. The Act envisages that thresholds could be introduced in due course. In the interim, where notifiability is unclear, parties can seek negative clearance from the Competition and Fair Trade Commission ( CFTC). The Act sets out illustrative categories of notifiable mergers, including deals likely to lead to ‘the...
Note—to check whether notification thresholds in New Zealand and worldwide are triggered, see Where to Notify. 1. Have there been any recent developments regarding the regime and are any updates expected in the coming year? Are there any other ‘hot’ merger control issues in New Zealand? Recent New Zealand Commerce Commission ( NZCC) insights In recent years there has been a rise in clearance applications filed with the NZCC, alongside a clear increase in matters moving through to the Statement of Issues stage. The NZCC publishes a Statement of Issues for mergers that are not straightforward and which, in its view, pose material competition risks. Although seeking NZCC clearance is voluntary, a recent transaction saw the Overseas Investment Office make its consent conditional on either obtaining clearance or confirmation that none was required, which in effect made clearance...
NOTE–to check whether notification thresholds in Mongolia and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the merger control regime in Mongolia and are any updates or developments expected in the coming year? Are there any other ‘hot’ merger control issues in Mongolia? ......
ASEAN merger control At present, nine of the ten Association of Southeast Asian Nations ( ASEAN) Member States— Brunei, Cambodia, Indonesia, Lao People’s Democratic Republic, Myanmar, the Philippines, Singapore, Thailand and Vietnam—have embedded merger control within their respective competition legislation. Malaysia is the outlier. The Malaysian Competition Act 2010 ( Competition Act 2010) presently contains no merger control provisions. The Malaysia Competition Commission has nevertheless indicated an intention to establish a merger control regime and issued a public consultation in 2022. As at 25 August 2025, these measures have not been put into effect, although it is anticipated that a regime will be introduced in the near future. The 2010 ASEAN Regional Guidelines on Competition Policy ( Regional Guidelines) explain that, where a staggered rollout is envisaged, merger rules should be the final element, reflecting the complexity of analysing merger matters. In short, the...
This month brings the yearly update to Colombia’s merger control thresholds, with notable threshold changes taking effect in Türkiye, and the Swedish Government submitting legislative proposals for major reforms to merger control nationwide. Colombia—annual revision to notification thresholds The yearly uplift to the tax value unit (the metric underpinning the monetary filing thresholds) has now taken effect across the regime. A deal must be notified in Colombia when: the parties’ combined turnover or assets in Colombia is at least COP 85.7bn (circa €18.7m/ US$21.2m) (equal to 7,074,307.43 Tax Value Units, up from COP 81.7bn in 2025); and the parties undertake the same economic activity or belong to the same value chain in Colombia If these criteria are satisfied, a filing is compulsory. Completion should be paused until clearance is granted (unless the combined market share is below 20%, in which case, once...
Merger decisions database spreadsheet The spreadsheet for the merger decisions database below outlines information on published merger rulings by the European Commission, the UK’s Competition and Markets Authority ( CMA, formerly the Office of Fair Trading ( OFT), and the Competition Commission), the Republic of Ireland’s Competition and Consumer Protection Commission ( CCPC), the ACM in the Netherlands, the Konkurrence- og Forbrugerstyrelsen in Denmark, the Kilpailuvirasto in Finland, the Hellenic Competition Commission in Greece, the Malta Competition and Consumer Affair Authority in Malta, and the Konkurences Padome in Latvia......
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 27 March 2013; it is no longer maintained. See further, timeline and related cases. Case facts Outline of an OFT probe under Article 101 TFEU/ Chapter I into restrictive arrangements among Mercedes dealerships, with Mercedes- Benz in certain instances acting as the facilitator (case number CE/9161—09). The OFT delivered its infringement decision and levied fines totalling £2.8m on 27/03/2013. Latest developments On 27 March 2013, the OFT announced its infringement decision and imposed aggregate penalties of £2.8m on Mercedes- Benz, Ciceley Commercials, Enza Motors, Road Range and H& L Garages Ltd......
For many organisations, knowledge management and personal growth are high on the agenda, and mentoring is an effective way to bring them together. For an overview of what mentoring involves and how to begin, see Practice Note: Mentoring—getting started. Stepping into a mentor role can feel intimidating, particularly if it is your first time. This Practice Note explores: the advantages of mentoring the skills and experience required to mentor effectively ways to steer the conversation how to respond when issues arise Benefits of being a mentor Mentoring is more than a 'nice to have'. It can make a real difference to your personal development and future career. Common benefits include: consolidating and refreshing your knowledge, and developing soft skills needed to meet Solicitors Regulation Authority ( SRA) requirements under the SRA competence regime—for further information, see: Practice Note: The continuing competence...
This Practice Note offers guidance for mentees, outlining what it takes to be an effective mentee and helping you decide whether mentoring is right for you. For broader guidance on mentoring, see Practice Note: Mentoring—getting started. Do I really need a mentor? What can mentees hope to gain from the mentoring relationship? Alongside a trusted supporter within the business and a view of life at the most senior levels, you should expect: specialist guidance sound, practical advice motivating encouragement a candid critical friend who says what you need to hear space to discuss professional concerns greater self-awareness career development Mentoring schemes can also provide ongoing support, advice and feedback on work. This can help you actively review your learning and development ( L& D) needs and obtain knowledge, guidance and expertise to meet Solicitors Regulation Authority ( SRA)...
This Practice Note outlines how widespread stress is and the threats to mental health across the legal sector, explains why mental health and wellbeing deserve serious attention, and sets out steps you can take to safeguard employees’ wellbeing. It also examines the effect of stigma around mental health and practical tools for tackling such stigma. Mental health and lawyers A substantial and growing body of studies and commentary now documents the markedly higher rates of psychological distress among lawyers than in the general population. Illustrative sources include the 2021 IBA report, ‘ Mental Wellbeing in the Legal Profession— A Global Study’, and the 2023 Mindful Business Charter White Paper, ‘ Raising the Bar: Addressing the state of mental health in the legal sector’. The causes are complex, but are commonly viewed as centring on three areas: personal...
This Practice Note sets out to clarify what is meant by mental health and well-being, and to unpack terms that are often (mis)used in this context. These include: stress anxiety depression Promoting positive well-being depends on recognising the typical challenges that surface at work. The purpose of this Practice Note is to deepen your understanding of how different mental illnesses affect people, so you can identify issues as they emerge and be better equipped to put an effective well-being strategy in place. The spectrum of mental health When we consider physical health, we naturally picture a spectrum: at one end, optimal functioning where we feel fit and healthy; at the other, serious illness, with a range of milder symptoms and conditions in between. What sits at the “positive” end varies from person to person. For example, an Olympic athlete’s view of...
This Practice Note outlines that the Mental Capacity Act 2005 ( MCA 2005) presumes adults have capacity to make informed choices unless proven otherwise. It summarises the principles that steer capacity assessments and a person’s ability to reason through a decision under the MCA 2005, and refers to the Code of Practice for people working with, or caring for, individuals who lack capacity. It addresses the MCA 2005 definition of a person’s best interests where capacity is absent and the protections available to those responsible for their care. It clarifies that the ability to decide is both time‑specific and decision‑specific, and the considerations when evaluating capacity to choose where to live and what care to receive. It further explains that assessments must relate to the specific decision at the material time, rather than a broad, overall...
Statutory declaration of solvency A company proceeds into voluntary liquidation once its members approve a special resolution to do so. For further detail, see Practice Note: What is a members’ voluntary liquidation and when is it typically used? Before members can vote on that resolution, the directors must determine whether the company will discharge its debts in full, together with interest at the official rate (as defined in section 251 of the Insolvency Act 1986 ( IA 1986)), within no more than 12 months from the commencement of the winding-up. If that test is met, the company may enter a members’ voluntary liquidation ( MVL). If not, it should go into creditors’ voluntary liquidation ( CVL). For more information, see Checklist: Directors' due diligence questionnaire and guidance before swearing a statutory declaration of solvency for a members' voluntary...
The Insolvency ( Scotland) ( Receivership and Winding up) Rules 2018 The Insolvency ( Scotland) ( Receivership and Winding up) Rules 2018 ( ISRWR 2018), SSI 2018/347, were presented to the Scottish Parliament on 14 November 2018 and took effect from 6 April 2019. As a result, these Rules altered the procedure for members’ voluntary liquidations ( MVLs) in Scotland. Later, the Insolvency ( Scotland) ( Receivership and Winding Up) ( Amendment) Rules 2021 ( ISRWAR 2021), SI 2021/1025, were placed before the Scottish Parliament on 9 September 2021 and commenced on 1 October 2021. These subsequent Regulations amend the original Rules. Accordingly, this Practice Note addresses the law, procedures and practice governing Scottish MVLs from 6 April 2019 onwards, as contained in ISRWR 2018, SSI 2018/347, Part 3, and ISRWAR 2021, SI 2021/1025, Part 2. What is an MVL? An MVL is the...
When a company’s matters have been fully and finally concluded, the liquidator is required to prepare a statement of the liquidation, detailing the manner in which it was carried out and the disposal of the company’s assets. A copy of this statement must be sent to company members and the Registrar of Companies within 14 days, counting from the date the statement is prepared and completed. Before doing so, the liquidator must serve notice on the company’s members, enclosing the proposed final account, and provide at least eight weeks’ notice of the specified date on which the final account is intended to be delivered to them by the liquidator on that date......
Popular documents
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 ]...
Discover more from LexisNexis
