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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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Position reporting requirements under Mi FID II The recast Markets in Financial Instruments Directive 2014/65/ EU ( Mi FID II) and the Markets in Financial Instruments Regulation ( EU) 600/2014 ( Mi FIR) replaced and repealed the Markets in Financial Instruments Directive 2004/39/ EC ( Mi FID). They introduced a position limits and position reporting framework for commodity derivatives intended to deter market abuse and to foster orderly pricing and settlement by enhancing transparency and regulatory oversight. The regime has applied since 3 January 2018. This Practice Note explains the position reporting obligations under Mi FID II, applicable to the following, and highlights updates made by Directive ( EU) 2024/790 (the Mi FID II Review): Trading venues; Investment firms dealing in commodity derivatives, emission allowances, or emission allowance derivatives; and Members of trading venues. The Mi FID II Review, alongside...
This Practice Note sets out, in summary, the provisions in the recast Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II) and the EU Market Abuse Regulation ( Regulation ( EU) 596/2014) concerning the suspension and removal of financial instruments from trading by competent authorities and by operators of trading venues, including the circumstances in which such measures are mandated. Background to Mi FID II and the suspension and removal of financial instruments from trading Under the original Markets in Financial Instruments Directive ( Directive 2004/39/ EC) ( Mi FID I), competent authorities and regulated markets ( RMs) were empowered to suspend and remove financial instruments from trading. Mi FID II broadened that power to include multilateral trading facilities ( MTFs) and organised trading facilities ( OTFs). It also obliges the suspension or removal of related...
This Practice Note sets out the applicable product governance obligations under the Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II) that firms must observe and comply with when designing, approving, marketing and overseeing the ongoing management of products throughout their entire lifecycle. It also summarises the relevant delegated acts adopted by the European Commission—particularly Articles 9 and 10 of Directive ( EU) 2017/593 (the Mi FID II Delegated Directive)—as well as the guidelines issued by the European Securities and Markets Authority ( ESMA). Background to Mi FID II and product governance The recast Markets in Financial Instruments Directive ( Directive 2014/65/ EU) ( Mi FID II), together with the Markets in Financial Instruments Regulation ( Regulation ( EU) 600/2014) ( Mi FIR) (collectively, the Mi FID II framework), entered into force on 2 July 2014. The bulk of the...
The recast Markets in Financial Instruments Directive 2014/65/ EU ( Mi FID II) and the Markets in Financial Instruments Regulation ( EU) 600/2014 ( Mi FIR) entered into force on 2 July 2014, with the bulk of provisions across the Mi FID II framework taking effect on 3 January 2018. This Practice Note sets out the key provisions within the EU’s Mi FID II framework. For details on the UK’s post‑ Brexit Mi FID II changes—particularly the wholesale markets review and its partial implementation through the Financial Services and Markets Act 2023 ( FSMA 2023)—and connected Financial Conduct Authority consultations, see Practice Note: UK Mi FID II reforms. Background to Mi FID II and Mi FIR Mi FID I The Markets in Financial Instruments Directive 2004/39/ EC ( Mi FID I), which superseded the Investment Services Directive (93/22/ EEC), was adopted as a level 1, or...
CASE HUB ARCHIVED This archived hub reflects the position at the date the investigation was closed on 12 March 2021; it is not maintained. See further: timeline, commentary and related cases. Case facts Outline: European Commission merger investigation into Telefónica Deutschland’s planned acquisition of E‑ Plus ( Case M.7018). The transaction involves horizontal overlaps in the German mobile telecommunications market, where the parties are two of the four operators. Latest developments On 12 March 2021, the Commission ended its probe without taking action. Parties Telefónica Deutschland and E‑ Plus. Both are mobile network operators ( MNOs), supplying mobile telecommunications to end consumers in Germany, as well as in related markets such as the wholesale of network access and call origination. Telefónica Deutschland is a subsidiary of Telefónica SA, headquartered in Spain. E‑ Plus is the German subsidiary of the Dutch operator Koninklijke KPN NV (...
CASE HUB (third party appeals against rejection of complaint to Commission alleging non-compliance with commitments in Cases T- 305/15 Airdata v Commission, T- 307/15 1&1 Telecom v Commission, T- 43/16 1&1 Telecom v Commission and T- 885/16 Mass Response Service v Commission–see Cases T- 43/16, T- 884/16, and T- 885/16 1&1 Telecom v Commission et al—third party appeals against remedy implementation in Telefónica Deutschland/ E- Plus [ Archived]) ARCHIVED – this case hub records the position as at the 2 July 2014 decision date and is no longer maintained. See the timeline, commentary and related/relevant cases for more. Case facts Outline European Commission merger inquiry into the intended acquisition of E- Plus by Telefónica Deutschland ( Case M.7018). The deal gives rise to horizontal overlaps in Germany’s mobile telecommunications market, where the parties represent two of the four...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 20 August 2018 and is no longer maintained or updated. For further detail, see timeline and commentary. It reflects the position at that date alone. No further updates follow. Case facts Outline of the European Commission’s merger review of the planned combination between Praxair and Linde ( Case M.8480). The deal raised horizontal overlaps across markets for the provision of gases. Latest developments On 20 August 2018, the Commission granted conditional approval after an in‑depth phase II inquiry. Under the remedies, the parties committed to: sell Praxair’s entire EEA gas business (covering industrial, medical, speciality gases and helium); dispose of Praxair’s interest in a JV named SIAD to the co‑shareholder, Flow Fin; and transfer further helium sourcing agreements to resolve helium‑related competition issues on a world‑wide...
CASE HUB NOTE—appeal lodged before the General Court in Case T- 585/20 Polwax v Commission ARCHIVED This archived case hub records the position as at the decision of 14 July 2020 and is no longer updated. See also the timeline, commentary and related cases. Case facts Outline European Commission merger review of the planned acquisition of Grupa Lotos by PKN Orlen ( Case M.9014). The deal chiefly featured overlaps in the refining and marketing of fuels (including retail) and associated products in Poland. Latest developments On 14 July 2020, the Commission cleared the merger subject to commitments. To meet the Commission’s concerns, PKN Orlen proposed seven commitments. These combined divestments with other measures, including constructing a new jet-fuel terminal near Szcescein and releasing most of the capacity booked by Grupa Lotos at independent storage depots. Parties PKN Orlen ( PKN): PKN is a Polish integrated oil and gas company. It owns one of the two...
CASE HUB ARCHIVED This archived case hub records the position as at the 10 October 2014 decision; it is no longer being maintained. For further detail, see the timeline, commentary and related/relevant cases. NOTE – the General Court annulled this decision on 26 October 2017 in Case T‑394/15 KPN v Commission. A second notification to the Commission was lodged in April 2018. Case facts Outline: European Commission phase II merger investigation into Liberty Global’s intended acquisition of Ziggo ( Case M.7000). The deal presents horizontal overlaps across the Dutch markets for pay‑ TV and telecommunications, where the parties are two of the leading players, and the only two rivals for the wholesale supply of premium pay‑ TV services. Latest developments The Commission cleared the transaction, subject to commitments, on 10 October 2014......
CASE HUB (appeal against Commission's clearance decision lodged by third party in Case T- 19/17 Fastweb v Commission) ARCHIVED – this case hub shows the position at the date of the decision of 1 September 2016; it is no longer maintained. See further, timeline, commentary and related cases. Case facts An inquiry by the European Commission into a planned joint venture combining the telecoms operations of Hutchison 3G Italy (3 Italia) and Vimpel Com ( WIND) in Italy ( Case M.7758). The deal entails horizontal overlaps across the Italian mobile telecoms market and other telecom markets. Latest developments On 1 September 2016, the Commission approved the deal subject to commitments. Under these commitments, the parties will divest assets to the French telecoms operator Iliad, enabling the creation of a new mobile network operator ( MNO) in Italy. The commitments include: the sale to the new MNO of a...
CASE HUB ARCHIVED This archived case hub captures the position as at the decision date of 8 January 2016 and is no longer updated. See the timeline, commentary and related cases for more detail... Case facts Outline European Commission merger review of the proposed purchase by Fed Ex Corporation of TNT Express ( Case M.7630). The parties overlap horizontally in the small parcel delivery market... Latest developments On 8 January 2016, the Commission approved the deal without conditions... Parties Fed Ex Corporation ( Fed Ex) is a US-based business (headquartered in Memphis, Tennessee) offering small parcel delivery, freight forwarding and cargo transport services worldwide via an integrated global network... TNT Express ( TNT) is a Netherlands-based business supplying small parcel delivery, air and ground freight and freight forwarding services across the globe... Background The deal was announced on 7 April 2015, with Fed Ex agreeing to acquire all of TNT. The agreed price is...
CASE HUB NOTE—appeal lodged before the General Court in T- 680/20 ARCHIVED —this archived case hub reflects the position at the date of the decision of 1 October 2019; it is no longer maintained. See further, timeline and related cases. Case facts Outline: European Commission merger probe into Novelis Inc.’s planned purchase of Aleris Corporation ( Case M.9076). The deal featured overlaps across markets supplying various semi‑fabricated aluminium products. Latest developments On 1 October 2019, the Commission authorised the deal subject to remedies. To resolve the Commission’s concerns, the parties committed to sell Aleris’ European aluminium automotive body sheets business. Parties Novelis Inc ( Novelis) is a worldwide producer of semi‑fabricated aluminium products. Headquartered in Atlanta, Georgia, USA, it runs 24 plants across North America, South America, Europe and Asia. Novelis is owned by Hindalco Industries Limited, an India‑based supplier of aluminium and copper. Aleris...
CASE HUB ARCHIVED This archived case hub records the position as at the decision dated 7 November 2012; it is no longer updated. For more detail, see the case facts and timeline. Case facts Outline European Commission merger review of Outokumpu’s proposed acquisition of Inoxum ( Case M.6471). Parties Outokumpu and Inoxum Outokumpu is a Finland-based group that manufactures and supplies stainless steel products worldwide. Inoxum is the stainless steel division of the German company Thyssen Krupp AG, producing and distributing stainless steel and high-alloy products. Market(s) Cold rolled stainless steel products. Stainless steel is a steel alloy containing a minimum of 10.5% chromium and a maximum of 1.2% carbon. The addition of chromium imparts its stainless characteristics. Stainless steel is highly resistant to corrosion......
The European Green Deal serves as the European Commission’s framework for sustainable growth across Europe. It embodies the Commission’s answer to existential dangers of climate change and biodiversity decline. It sets out a plan for action within the EU and for international cooperation to avert the gravest effects of a warming planet, while enabling citizens to adjust to unavoidable climate change and helping businesses to shift towards sustainability. Introduction to the European Green Deal The European Green Deal Communication (the Green Deal) appeared on 11 December 2019. It outlined a series of overarching aims to steer EU legislation and policy in the years after publication. An initial European Green Deal roadmap (the Roadmap), listing the principal measures to be adopted in fulfilment of the Green Deal’s objectives, was issued at the same time. A central ambition of the Green Deal is to make Europe the first...
CASE HUB ( NOTE—on 30 May 2018, the Commission once more approved, for the second time, the proposed acquisition of Ziggo by Liberty Global ( Case M.7000). KPN therefore lodged a further appeal against that approval before the General Court in Case T-691/18, KPN v Commission.) ARCHIVED — this archived case hub reflects the position as at the date of the judgment of 26 October 2017; it is no longer maintained or updated. See further, the timeline, commentary and related/relevant cases. Case facts Outline Third party proceedings before the General Court seeking to annul the European Commission’s decision to approve, with commitments, Liberty Global’s takeover of Ziggo. Latest development On 26 October 2017, the General Court delivered its judgment, in which it upheld the third party action and annulled the Commission’s decision approving, subject to commitments, Liberty Global’s acquisition of Ziggo ( Case M.7000). The Court concluded that the...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the judgment of 6 February 2014; it is no longer maintained. See further, timeline and related cases. Case facts Outline Proceedings before the General Court sought the annulment of the Commission decision of 28 April 2011, which dismissed a complaint lodged by Confederación Española de Estaciones de Servicio ( CEES) and Asociación de Gestores de Estaciones de Servicio ( AGES). The associations alleged that Repsol CPP had not observed binding commitments accepted under Article 9 of Regulation 1/2003, linked to its long‑term supply and exclusivity arrangements with service stations in Spain. CEES and AGES, together representing 45% of Spanish service stations, targeted Repsol, Cepsa and AOP (an oil industry trade association) in their complaint. In the impugned decision, the Commission rejected those claims after concluding, in particular, that there were...
CASE HUB NOTE—appeal brought before the Court of Justice in Case C‑563/19 P ARCHIVED This archived case hub records the position as at the judgment of 23 May 2019 and is no longer maintained. See further: timeline, commentary and related/relevant cases. Case facts Outline An appeal was brought against the Commission’s infringement decision concerning the car battery recycling cartel ( Case AT.40018), seeking a reduction of the penalties imposed on Recyclex and other undertakings within the same corporate group. Outcome On 23 May 2019, the General Court dismissed the appeal in full. It held in particular that Recyclex was not eligible for any additional reductions under the Leniency Notice, and that the Commission was entitled to uplift all cartelists’ fines by 10% to reflect that the car battery recycling cartel was a purchasing...
CASE HUB ARCHIVED This archive records the position as at the judgment dated 28 June 2016 and is no longer updated. For more details, consult the timeline and related/relevant cases. NOTE—appeal lodged by Telefónica at Court of Justice in Case C- 487/16 Case facts Applications were brought before the General Court to annul and/or cut the fines arising from the Commission’s decision of 23 January 2013, which found a breach of Article 101 TFEU and levied individual penalties of €12.29m and €66.89m on Portugal Telecom and Telefónica. The sanctions stemmed from an agreed non-compete provision, said to amount to a market-sharing arrangement across the Iberian telecommunication markets. Outline On 28 June 2016, the General Court largely rejected the actions by Portugal Telecom and Telefónica. It affirmed that the Commission was not required, contrary to the companies’ submissions, to carry out an in-depth assessment of the structure of the markets...
This Practice Note looks at EU environmental, social and governance ( ESG) (also termed sustainability) integration steps, which revise the delegated acts underpinning the Alternative Investment Fund Managers Directive 2011/61/ EU ( AIFMD), the Undertakings for Collective Investment in Transferable Securities ( UCITS) Directive 2009/65/ EC and the recast Markets in Financial Instruments Directive 2014/65/ EU ( Mi FID II), and considers their industry impact and the new concepts introduced. What were the ESG integration measures? In August 2021, a package of measures (the Delegated Acts) appeared in the Official Journal of the EU (see Application of the ESG measures below). These changes applied to UCITS management companies, alternative investment fund managers ( AIFMs) and Mi FID investment firms (together, managers). For practical guidance for managers, see Practice Notes: EU Undertakings for Collective Investment in Transferable Securities (...
CASE HUB NOTE—appeals filed before the General Court against the Commission’s 2015 decision in Cases T-522/15, T-523/15, T-530/15 and T-582/15 NOTE—appeal filed before the General Court against the Commission’s 2020 decision in Case T-130/21 ARCHIVED—this archived case hub shows the position as at 24 June 2015 and is no longer maintained. See the timeline for more information. Case facts Outline The European Commission conducted an Article 101 TFEU probe into a cartel in the retail food packaging trays markets ( AT.39563). On 24/06/2015 it adopted its decision, imposing fines amounting to €115.865m. Appeals were brought before the General Court. Latest developments On 17 December 2020, the Commission issued a re-adopted decision against CCPL, imposing €9.4m in fines on three CCPL Group entities. This addresses the procedural shortcomings identified by the General Court in Case T-522/15, which annulled the fines on those three CCPL companies due to...
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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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