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
Oil and gas disputes A large share of international arbitration concerns energy matters, and that pattern is expected to persist. This Practice Note looks at dispute categories in oil and gas, how to plan for contentious events, the available dispute resolution routes, and the principal institutions involved... Types of disputes As noted in Practice Note: Arbitration in the energy sector—an introduction, the sector gives rise to a broad array of disputes. In oil and gas specifically, as set out in Practice Note: Oil and gas projects—contracts and disputes, cases are typically cross-border and often span multiple contracts and parties. Issues commonly include: Claims under joint operating agreements Cost recovery disputes Expropriation Environmental damage Property damage Service contract disputes (drilling rig and seismic services) Faulty construction ...
The international movement of capital rules The international movement of capital rules should be taken into account when both of the following apply: a non- UK tax resident subsidiary (a foreign subsidiary or foreign company) is controlled, directly or indirectly, by a UK tax resident company; and either: the foreign company’s shares or debentures are issued or transferred; or the foreign subsidiary becomes, or ceases to be, a controlling partner in a partnership (wherever that partnership is established) In these circumstances, the reporting body—typically the top UK tax resident company in a group which, alone or together with others, controls the foreign subsidiary—must submit a report to HMRC unless the event or transaction is excluded, or is valued at no more than £100m, taking into...
This month brought multiple developments: Cambodia’s post-merger notification system took effect; India released its Draft Merger Regulations with clarification on the deal value threshold; Luxembourg’s government shared further details on the legislative bill to establish a merger control regime; amendments to Moldova’s Competition Law entered into force; and Ukraine’s Parliament published changes to the country’s competition law framework. Cambodia—new merger control thresholds enter into force As flagged in our March 2023 update, the Cambodian Competition Commission ( CCC) adopted regulations creating a post-merger notification system. The regime commenced on 6 September 2023. Deals must be notified in Cambodia when any of the following apply: the combined Cambodian assets of all parties in the previous financial year exceed KHR 340bn (approx. €78.8m/ US$83.1m); the combined Cambodian turnover or revenue of all parties in the previous financial year exceeds KHR 270bn (approx. €62.7m/ US$66m) or KHR 120bn...
This month featured the Australian Government issuing a consultation paper on prospective changes to its merger control system, a suspension of the merger filing deadline in Brazil owing to CADE’s lack of quorum, the Danish Government formally opening a consultation on amendments to the Competition Act aimed at addressing so‑called ‘killer acquisitions’, the 11th amendment to the German Act Against Restraints of Competition ( ARC) taking effect, alongside the government commencing a consultation on the 12th amendments to the ARC, revisions to merger control thresholds in Saudi Arabia, a notice of forthcoming alterations to merger control thresholds in the UAE, and the start of a new consultation on the UK’s phase 2 merger review process. Australia—government launches consultation on potential reforms to merger control regime In earlier monthly merger round‑ups, we noted several public statements by the Australian Competition and Consumer Commission ( ACCC)...
This month brings higher notification thresholds in India, alongside the annual adjustments to merger thresholds in Italy and the Philippines. India—increases in the merger control thresholds On 7 March 2024, the Government revised the asset and turnover thresholds for notifying M& A transactions to the Competition Commission of India ( CCI). The de minimis exemption, and the parties and group tests under the Competition Act 2002 (as amended), have been changed. A filing is now required in India where stand-alone parties meet any of the following: combined assets in India exceed INR 2,500 Crores ( INR 25bn) (approximately €279.95m/ US$302.67m) (previously INR 20bn); combined turnover in India exceeds INR 7,500 Crores ( INR 75bn) (approximately €839.86m/ US$908.00m) (previously INR 60bn); combined worldwide assets exceed US$1.25bn (approximately €1.16bn) (previously US$1bn), including assets in India exceeding INR 1,250 Crores ( INR 12.5bn) (approximately €139.98m/ US$151.33m) (previously INR...
This month, the East African Community Competition Authority confirmed it will accept merger filings with a cross-border aspect from 1 November 2025. EACCA to commence receipt of cross-border merger notifications; notifications thresholds and filing fees confirmed The East African Community Competition Authority ( EACCA) stated it will start receiving notifications of mergers and acquisitions featuring a cross-border dimension from 1 November 2025, under the East African Community Competition Act 2006. A deal must be notified to the EACCA where: the combined turnover or asset value of the merging undertakings within the EAC is US$35m or more (whichever is higher); and at least two of the undertakings involved have a combined turnover or asset value of at least US$20m in the EAC, unless each party earns at least two-thirds of its turnover or holds two-thirds of its assets within a single EAC Partner State The EACCA has also set the filing...
This month has brought: proposals from the Federal Executive to the Chamber of Senators to reform Mexico’s Competition Law (including merger control); annual technical adjustments to merger control thresholds in the Philippines and Tajikistan; an important update to Poland’s merger guidance removing notification obligations for extraterritorial joint ventures ( JVs) with no effect in the Polish market; and the publication of updated national merger guidelines in Saudi Arabia that clarify notification thresholds, explain the concept of control, set out exemptions for certain JVs, and confirm the validity period for clearance decisions. Mexico—changes to competition law presented by the Federal Executive On 24 April 2025, it was announced that the head of the Federal Executive had formally sent on to the Chamber of Senators the Initiative with a Draft Decree ( Draft Decree) to amend, add and repeal various provisions of the Federal Economic...
Monthly summary of international merger control developments for July/ August 2021 This month saw the issue of ‘warning letters’ in the United States where reviews could not be concluded within the 30‑day waiting period, the publication of proposals to amend the UK merger control regime, and the introduction of another gun‑jumping amnesty in Ukraine. United States— FTC to issue ‘warning letters’ where investigation incomplete after 30 day waiting period On 3 August 2021, Holly Vedova, Acting Director of the FTC’s Bureau of Competition, confirmed that the FTC has started dispatching standard form letters to merging parties whose deals the agency has been unable to fully assess within the HSR Act’s 30‑day waiting period. These ‘warning letters’ inform the parties that the inquiry is not yet finished and that, if they choose to complete the transaction, they proceed at their own...
This month brings revisions to notification thresholds in Slovakia, the launch of parliamentary steps to alter notification thresholds in Ukraine, and additional penalties for infringements of merger control rules. Slovakia—amendments to notification thresholds introduced Changes to Slovakia’s merger control framework have now taken effect, including an overhaul of the notification thresholds. The stand‑alone notification threshold for joint ventures ( JVs) has been abolished; previously a filing was required where one party generated at least €14m turnover in Slovakia (approximately US$16.9m) and another party posted worldwide turnover of at least €46m (approximately US$55.5m). Going forward, JVs will be reviewed under the general notification threshold and the threshold for acquisitions of control. Further updates effective today include: the phase II timetable will commence on the final day of the phase I review (ie upon referral to phase II), rather than when the parties are notified ...
This month brought the annual updates to merger control thresholds in the US, Canada, Argentina and Nicaragua, together with the publication of the Competition ( Amendment) Bill in Ireland and revised merger regulations in Israel. United States—revised thresholds announced The Federal Trade Commission has announced updated notification thresholds under the HSR Act merger control regime in the United States. In summary, a filing is required if either: the ‘size of transaction’ (ie the value of voting securities or assets to be held) is above US$101m (up from US$94.0m) and the ‘size of person’ thresholds are satisfied (ie one party’s worldwide turnover or assets is at least US$202m (up from US$188m) and another party’s worldwide turnover or assets is at least US$20.2m (up from US$18.8m)); or the ‘size of transaction’ (ie the value of voting securities or assets to be held) exceeds...
This month has brought, amongst other developments, changes to Ireland’s merger notification process, approval by the Italian Council of draft proposed competition law reforms (including amendments to Italy’s merger control regime), and the launch of a consultation in Switzerland to modernise, amongst other things, its merger control rules. Ireland—changes to the procedure for notifying mergers On 17 November 2021, Ireland’s Competition and Consumer Protection Commission ( CCPC) announced revisions to the procedure for notifying mergers and acquisitions to the CCPC. These take effect from 1 December 2021. In essence, there are five changes: Where a merger or acquisition concerns overlapping products or services (eg competitors combining), parties must, under sections 4.8, 4.9 and 4.10 of the revised Merger Notification Form, provide the names and email addresses of their top 20 largest customers, suppliers and competitors. This represents a fourfold increase from the previous top five...
This monthly round-up ( May 2022) reports that amendments to China’s Anti- Monopoly Law—covering, among other things, revisions to the merger control regime—have been enacted. It also notes a fresh consultation on additional proposed changes to China’s merger control thresholds, the publication of a draft bill in Finland to lower thresholds, the introduction of updated notification thresholds in Kosovo, and the resumption of Ukraine’s merger control review... EU— Commission launches consultation on proposed plans to streamline merger control procedures for non-problematic mergers On 6 May 2022, the Commission opened a consultation on a draft updated Merger Implementing Regulation (plus the notification forms: Form CO, Short Form CO, Form RS and Form RM) and a draft updated Notice on Simplified Procedure. Broaden and clarify the types of cases eligible for the simplified route Add refined safeguards so matters meriting deeper scrutiny do not proceed under the...
This month saw a substantial rise in the notification thresholds in the Philippines for a two-year period, cabinet approval of amendments to Germany’s merger control regime, and confirmation from the EU’s Competition Commissioner that referrals from Member States will be accepted even where national notification thresholds are not satisfied... Philippines—notification thresholds increased for two years For the next two years, transactions are exempt from the duty to notify the PCC where the deal value is below PHP 50 billion (approx. €870.9m/ US$1,026.6m). For reference, the threshold concerns whether the target has either annual turnover in, into and from the Philippines or assets in the Philippines in excess of PHP 50 billion. In addition, the PCC’s discretionary power to review sub‑threshold deals is paused for one year... Comment : The President has ratified the reform as part of economic stimulus following the coronavirus ( COVID-19) pandemic. The measure will...
This month has seen multiple merger control milestones: in Aruba, a new competition law featuring a merger control regime commenced; the Australian government published proposals to amend its merger regime; Belarus announced that revised thresholds will take effect on 7 July 2024; Egypt issued implementing regulations for its newly established pre-merger regime; and the UK adopted a new phase 2 merger review process. Aruba—new competition law enters into effect In Aruba, the Competition Regulation is now in force. It spans the three principal pillars of competition law, including merger control, and establishes a mandatory filing system. A deal must be notified where: the parties’ aggregate annual turnover is at least Afl 125m (approximately €64m/ US$69.3m); and at least two parties each generate turnover of Afl 15m (approximately €7.7m/ US$8.3m). There is also a duty to report where the participants hold a market share of 30% or more in...
This month brings yearly updates to merger control thresholds in Belarus, Columbia, Costa Rica, Ecuador, Kazakhstan, Mexico, Peru, Uzbekistan and the USA. Belarus—annual revision to notification thresholds The basic unit (the index underpinning the monetary notification thresholds) has risen. A transaction must now be notified in Belarus where: the worldwide assets of one party are BYN 16.8m (approximately €4.5m/ US$4.8m) (equivalent to 400,000 basic units), or the worldwide turnover of one party is BYN 33.6m (approximately €9.4m/ US$10.2m) (equivalent to 800,000 basic units), or one party is recorded in the state register of entities with a dominant market position or the state register of natural monopolies If the thresholds are satisfied, filing is compulsory. Completion should be paused until clearance is obtained. Comment: The adjustment to the notification thresholds occurs every year, reflecting the annual revaluation arising from the annual reassessment of the basic units. See further: Belarus merger...
In this January 2023 round-up, annual updates to merger control thresholds have occurred in Azerbaijan, Belarus, Columbia, Ecuador, Kazakhstan, Mexico, Peru and the USA... Azerbaijan—annual revision to notification thresholds The yearly uplift to the monthly calculation index (used to set the monetary notification thresholds) now applies. A filing in Azerbaijan is required where: the parties’ combined market share is above 35%, or either party holds a market share exceeding 35%, or the parties’ aggregate assets in Azerbaijan are at least AZN 25.875m (approximately €14.4m/ US$15.2m) (equal to 75,000 times the current monthly minimum wage, up from AZN 25.5m in 2022) If any threshold is met, notification is compulsory and completion must be paused until clearance is granted. Comment: this adjustment is made annually following the yearly review of the minimum wage. See further, Azerbaijan merger...
In recent weeks, authorities have unveiled reduced notification thresholds in the UK for additional markets touching on national security, parallel reductions in Zimbabwe, the commencement of the new simplified notification procedure in the Republic of Ireland, and a return in Guernsey and Jersey to separate competition authorities. UK—revised notification thresholds for additional national security sectors to be introduced The UK intends to amend the notification thresholds for certain further sectors with national security implications, specifically the development, production or research of: artificial intelligence cryptographic authentication advanced materials For these sectors alone, the 25% share of supply threshold will be modified so that it can be satisfied solely by the target’s activities, and the alternative target turnover threshold will be lowered to £1m (from £70m). The amendments are expected to take effect within the next two to three months. The UK government has also...
This month has brought into effect reduced notification thresholds in the UK for further markets with national security implications, the passing of legislation in Aruba to roll out a new merger control regime, as well as the release of updated guidelines in France that expand the scope of the simplified procedure. UK—revised notification thresholds for additional national security sectors enter into force The UK’s lower notification thresholds for certain additional sectors affecting national security are now in force. They apply to transactions in fields concerning the development, production or research into the following: artificial intelligence, cryptographic authentication, and advanced materials. For these sectors: the 25% share of supply threshold has been revised so that it may now be satisfied solely by the target’s activities, irrespective of the identity of the acquirer; and the target’s turnover threshold has been lowered to £1m (from...
This month brings news of a fresh mandatory FDI framework in the UK, interim rules rolled out in China, proposed tweaks to Slovakia’s notification thresholds, Georgia’s launch of a two-phase review process, and the possibility of uncapped fines in Indonesia. UK—new mandatory FDI regime proposed Draft legislation has been published in the UK to establish a compulsory FDI notification system, enabling the government to step into deals on national security grounds. The key elements are: Share acquisitions of 15% will be caught, with even smaller holdings within scope where there is ‘material influence’ Acquisitions of assets are covered, including land, tangible moveable property, and—capturing intellectual property—any idea, information, or technique with industrial, commercial or other economic value Sectors expected to fall under the mandatory regime include: civil nuclear, communications, data infrastructure, defence, energy, transport, AI, autonomous robotics, computing hardware,...
This month has seen changes to Germany’s merger control regime take effect (including revised thresholds), annual threshold adjustments in Canada, Mexico and Uzbekistan, the US confirming its yearly revision, and clarification on the application of the COMESA thresholds Germany—amendments, including new notification thresholds, in force Germany’s competition law has been amended, with the merger control updates now in force. The package raises certain notification thresholds. Transactions must be notified where either of the following threshold groups is satisfied: Threshold group one: the combined aggregate worldwide turnover of all the undertakings concerned exceeds €500m (approximately US$608.3m) (no change), and the domestic turnover of at least one undertaking concerned exceeds €50m (approximately US$60.8m) (increased from €25m), and the domestic turnover of another undertaking concerned exceeds €17.5m...
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
