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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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The Technology Transfer Block Exemption ( TTBE, Regulation 316/2014) offers a safe harbour for certain intellectual property rights ( IPRs) licences—technology transfer agreements—that might otherwise restrict competition (see also: The technology transfer block exemption). If an IP-related arrangement falls outside the TTBE, this does not automatically imply a breach of Article 101 TFEU. First, other block exemption regulations may still apply. Accordingly, consider whether the following block exemptions are relevant: the Research and Development ( R& D) Block Exemption Regulation (the R& D Block Exemption, Regulation 2023/1066) the Specialisation Block Exemption Regulation (the Specialisation Block Exemption, Regulation 2023/1067) the Vertical Block Exemption Regulation ( VBER 2022, Regulation 2022/720) If none of these fit, the IP-related agreement will then be examined on an individual basis under Articles 101(1) and 101(3) TFEU to determine whether there is an...
ARCHIVED – This archived practice note sets out information on EU competition law as it relates to big data and algorithms, reflecting the state of play at publication on 11 November 2017 and the position applicable. It is not maintained. As ‘big data’ becomes increasingly pivotal for uses across sectors, authorities, academics and practitioners have, in recent years, intensified their scrutiny of the antitrust consequences for policy and enforcement arising from big data and the algorithms used to analyse it. In September 2016, EU Competition Commissioner Margrethe Vestager pledged to ‘keep a close eye on how companies use data’, and several European competition authorities have undertaken, or in some instances continue to undertake, inquiries and studies on big data matters within jurisdictions. Two principal categories of concern have been highlighted by authorities and commentators: the deployment of algorithms processing big data may...
State action in the economy can intersect with EU Treaty duties, in particular the principle of loyalty in Article 4(3) TEU and Article 106 TFEU. A state may face responsibility under Article 4(3) TEU or Article 106(1) TFEU where its conduct brings about, or is liable to cause, an undertaking to breach the competition provisions in Articles 101 or 102 TFEU. Article 106(2) TFEU provides a narrow derogation from the TFEU rules for undertakings tasked with services of general economic interest ( SGEI) or possessing the features of a revenue‑producing monopoly. There are instances too in which the public authority is itself carrying on economic activity, so that it amounts to a relevant ‘undertaking’ for competition law purposes. State intervention in the economy and liberalisation The ownership and provision of public services, including energy, postal services,...
STOP PRESS : On 30 April 2026, the European Commission approved an updated Technology Transfer Block Exemption Regulation ( TTBER) together with accompanying Guidelines, supplanting the 2014 framework. The updated TTBER took effect on 1 May 2026. This Practice Note cites the TTBER and the Guidelines and is in the process of being refreshed to mirror these amendments. Finding equilibrium between intellectual property rights ( IP/ IPRs) and competition law is a longstanding issue. At a glance, the objectives of IPRs and competition law can seem at odds. In broad terms, IPR owners are entitled to govern access to, and seek payment for, exploitation of their exclusive rights. By contrast, competition law pursues open markets and restrains the misuse of market power. The Commission has acknowledged that the interplay of IPRs and competition law can raise concerns and create apparent friction. It has equally...
Context European Green Deal In December 2019, the Commission unveiled the ‘ European Green Deal’, characterising it as a roadmap to make the EU’s economy sustainable by turning climate and environmental challenges into opportunities across every policy area, and ensuring a just, inclusive transition for all. The Green Deal set out an ambitious package of ‘deeply transformative’ laws and policies across: climate action — notably, it underpinned legally binding targets for a 55% cut in carbon emissions by 2030 and net-zero by 2050 (see Practice Note: EU Climate Regulation—snapshot) biodiversity restoration water, air and soil pollution energy industry built environment transport agriculture For progress on the Green Deal’s objectives, see Practice Note: The European Green Deal—tracker. Significant advances were achieved between 2019 and 2024 in new legislation and policy under the European Green Deal banner, but as the 2024...
CASE HUB (date of judgment—12/01/2017) See further: timeline, commentary and related/similar cases Case facts ARCHIVED — this case hub is frozen as at the decision of 12 January 2017 and is not being maintained Outline Appeal lodged against the General Court’s judgment, which upheld the Commission decision of 20 July 2010 finding breaches of Article 101 TFEU and Article 53 EEA Agreement and levying a €59.85m fine, jointly and severally, on CFPR and its subsidiary Timab for the latter’s alleged role in a market‑sharing and price‑fixing cartel relating to animal feed phosphates supplied across the EEA between 1969 and 2004 (‘ Animal feed phosphates cartel’). The Commission’s inquiry culminated in a ‘settlement procedure’ in which every implicated undertaking, apart from CFPR/ Timab, took part and concluded a settlement with the Commission. On 12 January 2017, the Court of Justice dismissed CFPR/ Timab’s appeal in full,...
ARCHIVED: This Practice Note is archived and no longer maintained. It explores the issues arising in relation to Article 5 of Regulation ( EC) 44/2001 ( Brussels I), which deals with circumstances in which a claimant may bring proceedings in a jurisdiction where the defendant is not domiciled. Its coverage extends to tort and delict, together with other non-contractual claims. Note: since 10 January 2015, Regulation ( EC) 44/2001, Brussels I has been repealed in its entirety and replaced by Regulation ( EU) 1215/2012, Brussels I (recast). Transitional arrangements have, however, been put in place. For details of those arrangements and to assess whether the Brussels I provisions still apply to the matter you are dealing with, see Practice Note: E& W Brussels I (recast)—application and exclusions. Articles 5 and 6 of Regulation ( EC) 44/2001, Brussels I address...
The Bank Recovery and Resolution Directive 2014/59/ EU ( EU BRRD) The Bank Recovery and Resolution Directive 2014/59/ EU ( EU BRRD) provides the EU-wide architecture for the recovery and orderly resolution of credit institutions and investment firms, creating a common resolution regime that empowers authorities to address failing entities and fosters dialogue and co-operation between home and host authorities. This Practice Note reviews a number of technical standards and guidelines issued by the European Banking Authority ( EBA), under mandates in the EU BRRD as amended by Directive 2019/879 ( EU BRRD II). A package of legislation aimed at reducing risks in the EU banking sector, the ‘banking package’, was published in the Official Journal of the EU on 7 June 2019. It included revised bank recovery and resolution rules set out in EU BRRD II, which amended the EU BRRD. EU BRRD II...
Objectives Batteries are a crucial power source and an essential technology enabling the worldwide transition to carbon neutrality and a circular economy. Consequently, global demand is rising swiftly and is projected to grow fourteenfold by 2030. This acceleration is chiefly fuelled by the expansion of the digital economy, the necessity to store energy from renewable generation, and the shift to low-carbon transport. The increasing adoption of battery-powered electric vehicles will make this market strategically important at the global scale. In light of this, the Commission unveiled plans for significant reforms to the EU batteries framework, originally set out in Directive 2006/66/ EC (the Batteries Directive), under the 2020 Circular Economy Action Plan. The resulting Regulation ( EU) 2023/1542 of the European Parliament and of the Council of 12 July 2023 on batteries and waste batteries (the Sustainable Batteries Regulation) was published in the...
The Alternative Investment Fund Managers Directive ( Directive 2011/61/ EU) ( AIFMD) establishes a comprehensive regime for the oversight of alternative investment fund managers ( AIFMs) that market or manage alternative investment funds ( AIFs) in the EU, including hedge funds, private equity funds and real estate investment funds. This Practice Note reviews core aspects of AIFMD and outlines its scope, available exemptions, the regulatory framework, the authorisation process and measures for small AIFs. It also examines the amendments introduced by Directive ( EU) 2024/927 ( AIFMD II), which took effect on 15 April 2024 and applies from 16 April 2026, save for certain reporting updates that commence 12 months later, from 16 April 2027... AIFMD regulatory framework AIFMD was published in the Official Journal of the EU ( OJ) on 1 July 2011, entered into force on 21 July 2011 and was required to be...
Energy Savings Opportunity Scheme ( ESOS)—issues in corporate (private M& A) transactions The Energy Savings Opportunity Scheme ( ESOS) ESOS is an energy review and savings programme. It is compulsory for organisations that satisfy the qualification thresholds. It stems from the EU Energy Efficiency Directive 2012/27/ EU, art 8(4)–(6), which obliges EU Member States to ensure enterprises that are not small and medium-sized enterprises ( SMEs) undergo an energy audit at least once every four years. For further detail, see Practice Note: Energy Efficiency Directive 2012/27/ EU—snapshot [ Archived]. Articles 8(4)–(6) of the Energy Efficiency Directive have been given effect in the UK through the Energy Savings Opportunity Scheme Regulations 2014, SI 2014/1643 (the ESOS Regulations). The Energy Act 2023 provides powers to make the necessary ESOS changes post- Brexit, and the Energy Savings Opportunity Scheme ( Amendment) Regulations 2023, SI 2023/1182 introduced...
Why have ESMA published Q& As on EMIR? The European Securities and Markets Authority ( ESMA) issued a Q& A to foster consistent supervisory approaches and practices in applying the European Markets and Infrastructure Regulation ( EMIR). The document answers enquiries on the practical implications, encouraging both common supervisory approaches and practices in the application of EMIR......
What is ESG Environmental, social and corporate governance ( ESG) sets out benchmarks that socially minded investors use to evaluate how prospective investments affect the wider world: the environmental pillar considers a company’s care and stewardship of the natural environment the social pillar reviews the organisation’s ties with employees, suppliers, customers and other stakeholders the corporate governance pillar examines leadership, internal controls and shareholder rights ESG acts as a catch-all label for various forms of ethical investing. The measures and criteria applied to judge ESG investments differ across this developing area. With the intense attention on ESG, some offerings have faced allegations of ‘greenwashing’—a misleading tactic where marketing overstates an investment’s ESG credentials. This may cause a material fall in value if the company’s reputation is damaged... Why might trustees choose ESG...
Comparison with traditional building or engineering contract The label ‘ EPC’ contract (or ‘turnkey’ contract) is not a technical term. Perhaps the clearest way is first to set out how it diverges from other forms of agreement. A turnkey arrangement means that, once the project is finished and ready to pass to the user, it should need nothing more than the ‘turn of a key’ for the user to run it immediately. EPC denotes engineering, procurement and construction, and signals, in particular: a significant transfer of risk and responsibility placed on the contractor under such agreements, and a minimal need for the client to participate in the Works (beyond essential monitoring) in normal circumstances This contrasts with traditional domestic building or engineering contracts, where risks and duties (including those relating to design) are spread more evenly between contractor and client, and the client, through its...
Lenders' risk exposure In day-to-day secured lending businesses, lenders are increasingly alert to environmental risk. Every major UK bank must now, to a greater or lesser extent, incorporate a formal appraisal of environmental factors within secured lending credit risk assessment processes, though this typically relates more to commercial property than to residential property. Such scrutiny may appear within the solicitor/conveyancer’s report on title; however, lenders are more frequently implementing structured internal procedures, which can include instructing their panel Chartered Surveyors to evaluate environmental risk as part of the valuation process. The Law Society provides its members with guidance on ground contamination, flood risks and climate change, detailing steps to mitigate these issues and setting out best practice within its practice notes......
Appointing environmental consultants Letter requesting an environmental consultant’s proposal for a phase 1 audit Licence authorising environmental investigations Environmental consultant’s collateral warranty (with optional step-in rights) Environmental consultant’s appointment Reliance agreement Property transactions Sale contract with environmental provisions Restriction on title making environmental provisions bind successors in title Sale clauses where the seller keeps liability for contamination Sold with information clauses Sold with information, with indemnity Clauses for payments towards remediation Agreement on liabilities Asbestos indemnity Asbestos indemnity for when the seller is in breach Transfer of environmental permits Leases—landlord protection clause for contamination Leases—landlord responsible for existing contamination; tenant for new and aggravated contamination Leases—tenant protection clause for existing contamination Leases—tenant environmental covenants Leases—end of term environmental report Pie crust lease of a unit on an...
When is an indemnity needed? Where issues are revealed during the due diligence phase, such as contaminated land liabilities or specific environment, health and safety ( EHS) non-compliance, the purchaser may seek an environmental indemnity to be included in the asset purchase agreement ( APA) or secured in a stand-alone environmental deed. Refer to the following Precedents: Environmental indemnity for an asset purchase agreement Asbestos indemnity for when seller is in breach Checklist for environmental indemnity Once the principle of an environmental indemnity is accepted, lawyers and their clients should agree the scope before any drafting commences. Indemnities are tailored to the specific transaction. The list below highlights the key issues that ought to be considered. Indemnifying parties: The purchaser may want the seller’s parent company added as guarantor. Liability cap: Often set with advice from technical consultants. Note that clean-up liabilities could exceed the purchase price,...
Environment ( Wales) Act 2016 The Welsh Government brought forward the Environment ( Wales) Bill ( E( W) Bill) on 11 May 2015. The Environment ( Wales) Act 2016 ( E( W) A 2016) obtained Royal Assent on 21 March 2016. E( W) A 2016 includes a degree of tidying of environmental matters in Wales, revising statutory targets for cutting emissions and carbon budgets, as well as clarifying the law for other environmental regulatory systems, including flood risk management and land drainage. This Practice Note does not, however, address those provisions. This analysis concentrates chiefly on E( W) A 2016, Part 1, which sets out detailed provisions intended to safeguard and to secure the goods and services produced by ecosystems, and to underpin the sustainable management of natural resources in Wales. Consequently, and building further on the establishment of a single...
Developing business credibility This Practice Note sets out practical, hands-on guidance for in-house counsel on how to build and enhance the legal team’s standing and business credibility within the business. It should be read alongside Practice Notes: Building relationships with ‘business colleagues /clients’ and Developing your commercial awareness / business acumen. The decisive measure of credibility is that business people actively seek your perspective because they value it; put simply, they notice a gap if your view is absent. Ways to develop business credibility include: showing clear support for business goals framing your input so it makes sense to those receiving it, even if they are not immediately persuaded avoiding positions that force you to retreat from an excessively cautious stance, or an overly accommodating or relaxed stance being transparent when you need to enlist help from...
Project Lietzenburger Strasse Holdco SÀRL (incorporated in Luxembourg) Project Lietzenburger Strasse Holdco SÀRL (incorporated in Luxembourg) lodged an application for a Part 26A restructuring plan ( RP) at a convening hearing in 2023, with sanction hearings following in 2024. The principal points are outlined below (capitalised terms not defined here have the meanings given in the convening and sanction judgments). Although sanction was first declined, the hearing was treated as a further convening hearing, allowing an Amended Plan to be considered, which was subsequently sanctioned. The Company sits within a broader sub-group of companies (the Group) ultimately held by Aggregate Holdings 4 S.à.r. L. ( Ah4). Another Group entity, Project Lietzenburger Straße Prop Co S.à.r. L., holds a development site on the ‘ Ku’ Damm’, Berlin’s well-known shopping boulevard (the Development), one of the largest unfinished commercial real estate projects in Germany. This deal...
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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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