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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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What does this Practice note cover? This Practice Note addresses the 1995 ISDA Credit Support Deed ( Security Interest— English law), the standard-form credit support document for derivatives issued by the International Swaps and Derivatives Association, Inc. ( ISDA). Commonly referred to as the English law CSD or simply the English law deed, it is the focus here. This Practice Note outlines the layout and principal characteristics of the English law deed. Documentation structure of the English law Deed The English law Deed: a standalone document The English law Deed operates as an independent instrument. It is not incorporated into the schedule to the master agreement and has to be executed in its own capacity as a deed. It must bear the date on which it is executed, and all formalities relevant to the execution of a deed must be observed (for additional detail, see Practice Note:...
A UK limited liability partnership ( LLP) For company law purposes, a UK limited liability partnership ( LLP) is a corporate body, but for tax it is generally treated like a partnership—that is, it is tax transparent. Where an LLP carries on a trade, profession or business with a view to profit, profits and gains are ordinarily taxed on the members, not on the LLP itself. Transparency also means members are taxed on the LLP’s profits and gains as they arise, whether or not any amounts have been distributed. In some cases this treatment may not apply, or can be lost; see When is an LLP not tax transparent? below. Members are taxed on their shares of the LLP’s profits in the same way as partners in other forms of partnership; see Practice Note: Taxation of general...
A UK tax resident bank should weigh the following tax matters when extending credit to an overseas borrower: local withholding taxes, including: the lender’s entitlement to double tax treaty ( DTT) relief; and the procedure required to access DTT relief UK tax treatment of the loan stamp, transfer, registration and comparable taxes value added tax ( VAT) the US Foreign Account Tax Compliance Act ( FATCA) and analogous regimes worldwide bank levies financial transaction taxes Local withholding tax and a lender’s ability to claim double tax treaty relief Local withholding tax A principal tax point for a UK lender financing a non- UK borrower is whether any overseas withholding will cut the interest actually received and, if so, whether that...
Introduction to project finance structures This Practice Note explores what ‘structure’ signifies within a project finance deal and flags the principal considerations that shape how such transactions are put together. It examines the Azura Edo independent power project in Nigeria ( Azura Edo IPP) as a detailed case study, using it to highlight and clarify several recent, inventive structuring approaches in project finance that have been deployed successfully to address specific risks and hurdles. It is not a primer on project finance and therefore presumes readers have a basic grounding in the subject. For a starting point on project finance, see Practice Note: Introduction to project finance. The emphasis here is on construction financings—that is, brand‑new schemes built from the ground up (often called ‘greenfield projects’)—rather than the disposal or acquisition of already operating assets (commonly known as secondary market...
A core principle of English company law is that a limited company with a share capital must preserve that capital. Consequently, a company is not permitted to reduce its capital save as authorised by law. The capital maintenance doctrine serves to protect a company’s creditors by ensuring that the assets constituting the company’s capital remain available to them as a source of future recourse. The Companies Act 2006 ( CA 2006) contains rules on the means by which a limited company may reduce its capital. The CA 2006 restrictions concerning reductions of capital do not extend to unlimited companies. For further guidance on that form of company, see Practice Note: Unlimited companies. This Practice Note focuses on capital reductions carried out in accordance with CA 2006, Pt 17, Ch 10, particularly those implemented by a special resolution confirmed by a court order (the court...
Documents for a typical project finance transaction These can be divided into three main groups: Finance documents — set the rules for the project’s debt funding, covering the senior debt together with any related facilities (for example, a cost overrun facility or another standby facility) and any ancillary facilities (for example, a letter of credit facility or a working capital facility). Project documents — the suite of contracts on which the project rests, typically including the concession agreement (if any), the construction contract, the operation and maintenance contract, and supply and offtake contracts (for more information, see: Project documents—issues for lenders—overview). Shareholder or equity documents — govern the equity investment terms and the relationships between the project’s investors (for more information on equity support in project finance, see Practice Note: Equity support in project finance). This Practice Note focuses on the first set — the finance...
Offer back clauses (also referred to as surrender back) require a tenant, prior to any assignment and/or underletting, to first propose giving up the lease to the landlord in question. That ability to assign or underlet only arises if the landlord simply refuses the tenant’s proposal made to them. In practical terms, this amounts to a pre-emption right (often termed a right of first refusal). Advantages and disadvantages Such provisions allow the landlord to block an assignment or underletting and compel the tenant to leave the premises. Where the tenant must offer a surrender without payment, the landlord may exploit increased rents by taking the surrender and re-letting at the market rent......
PSC The PSC is a long‑form consultancy appointment, published as part of the NEC suite of contracts. The NEC4 suite was released in June 2017. Amendments arrived in January 2019, October 2020 and, subsequently, in January 2023—the 2023 update contains contract‑wide clarifications together with new optional provisions pertinent to the PSC, which should be checked carefully against any project‑specific Contract Data. The earlier form, NEC3, last issued in April 2013, was at that time called the Professional Services Contract (note the subtle difference). This Practice Note considers both NEC4 and NEC3 versions of the PSC—highlighting changes in approach and identifying different clause references where appropriate. Throughout, the Practice Note uses the term ‘ Client’, as adopted in the NEC4 suite; under NEC3 the term ‘ Employer’ was used. The PSC also takes a different tack from other published consultant...
A misrepresentation claim requires that the statement in question must have been untrue. This is the ‘falsity’ element. Once falsity is established, the subsequent enquiry is whether that untrue statement was made fraudulently or innocently, and if it was made innocently, there is then a further enquiry, namely whether any negligence was involved in the innocent making of that untrue statement. This Practice Note examines the falsity requirement in a misrepresentation claim and explains the distinctions and reasons for pleading fraudulent misrepresentation rather than negligent or innocent misrepresentation, with reference to the Misrepresentation Act 1967 ( MA 1967). It also sets out a number of pointers for assessing a misrepresentation claim. For general guidance on misrepresentation claims, including what they are (and are not) and the key constituent elements for bringing a claim for actionable...
MF/1 Formerly titled ‘ Model Form A’, MF/1 sets out Conditions of Contract for the design, supply and installation of electrical, electronic and mechanical plant. First issued by the Institution of Electrical Engineers ( IEE), the Institution of Mechanical Engineers ( IMech E) later joined as publisher, broadening coverage to mechanical works. In 1988 the edition was retitled and merged with the export version as MF/1. This Practice Note reviews the 2024 Revision 7 of the form, now published on behalf of the Institution of Engineering and Technology ( IET) and the IMech E. Other Model Forms include: MF/2 and MF/3 – conditions for supply only MF/4 – professional services See Practice Notes: MF/2 Rev 2 (1999), MF/3 Rev 1 (2001) and MF/4 (2003). MF/1 is intended for projects with a significant mechanical, electrical and electronic plant element and has been used on schemes such as: ...
1. What is the applicable legislation? Malaysia does not have a single, overarching statute regulating foreign direct investment ( FDI). FDI rules are sector-specific. Some industries carry limits on foreign participation, while others have none. For example, sector regulators (eg the Malaysian Communications and Multimedia Commission) can impose foreign equity limits through licence conditions for regulated services. Typically, these FDI parameters are set by policy rather than being expressly embedded in legislation. 2. Which government or other body (or bodies) reviews foreign investments? Although no sole authority is appointed to govern FDI into Malaysia, the Malaysian Investment Development Authority ( MIDA) is a statutory body mandated to promote, attract and co-ordinate FDI into Malaysia, and to encourage growth and development in the manufacturing and services industry. Foreign involvement in any given industry or sector falls under the purview of the relevant regulator or ministry...
STOP PRESS: The Loan Market Association ( LMA) has issued refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, all coming into force on 17 March 2026. The revisions cover the deletion of LIBOR references, updates to IBOR rate definitions and the Target2 definition, plus refreshed ERISA representations that incorporate further exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. Access to the new documents is restricted to LMA members via the LMA’s Documentation Hub. Most secondary debt trades are arranged over the phone or by email. After the trade call or email dialogue, the counterparties set out the agreed trade terms in a trade confirmation. For additional detail, see Practice Note: Secondary debt...
The Law Society released its practice note on flood risk on 23 May 2013, responding to the growing exposure of properties to flooding and the knock‑on consequences for obtaining a mortgage, arranging insurance cover and selling a property. Subsequent updates were made on the following dates: on 18 December 2014 to consider proposed changes to the Flood Re insurance scheme and to refer to new flood maps published by the Environment Agency ( EA), with detail in News Analysis: Updated Law Society practice note on flood risk; on 10 February 2016 ahead of Flood Re’s launch in April 2016, and also to account for insurance changes to the CML Handbook; on 31 January 2020 reflecting increasing concern about flood risk for property owners as a consequence of climate change. As solicitors are not qualified to advise on flood risk or to...
What does this Practice Note cover? This Practice Note outlines the cure periods applicable to each Event of Default described in Section 5 of the ISDA Master Agreement, presenting them as bullet points and in a table. Under an ISDA Master Agreement, when an Event of Default (as defined in Section 5(a) of the ISDA Master Agreement) arises, the Defaulting Party is typically afforded a window in which to remedy the breach. Consequently, until that remedy period expires, a derivative cannot be closed out early on the basis of an Event of Default. The various Events of Default attract different cure periods, which are detailed below. Broadly, the cure periods are shorter in the 2002 ISDA Master Agreement. This reflects the ISDA working group’s view that, during times of market volatility, the cure periods in the 1992 ISDA Master Agreement were excessive and risked...
In most project finance deals, the project company (ie the borrower) is incorporated as a special purpose vehicle ( SPV) formed solely to carry out the project in question. As a result, it lacks its own seasoned staff and, typically, its assets consist only of the project assets. The sponsor (typically an entity with greater financial strength and expertise) is frequently expected, in practice, to support the project company so that the project succeeds. For further detail on sponsors, see Practice Note: Project finance—key project parties— Sponsor. What is equity support in a project finance transaction? Equity support for a project refers to any type of backing, of whatever nature, the sponsor provides to the project company itself in practice......
Rationale for enforcing an interim costs order It is vital that the courts have practical means to secure compliance with interim costs orders; without such tools the sting of the sanction is blunted. The Court of Appeal in Crystal Decisions v Vedatech Corporation (2008) made the position plain: the court signals what it views as an irresponsible application by directing immediate payment of costs. That measure is designed to impress upon any party, when contemplating an application, that failure may carry an immediate price. If the court cannot enforce the immediate interlocutory costs orders it has properly made, the clout of that sanction is gravely reduced. In cases of this kind, the only sanction that truly works is to insist on payment of interlocutory costs as the price of being permitted to carry on contesting the proceedings. Unless the party against whom a costs order is made is...
This Practice Note monitors matters presently before the Court of Justice of the European Union concerning the EU’s General Data Protection Regulation, Regulation ( EU) 2016/679 ( EU GDPR), and the earlier Directive 95/46/ EC ( Data Protection Directive). Updated monthly. For an overview of the EU GDPR, see: UK data protection law collection and Practice Note: The EU’s General Data Protection Regulation ( EU GDPR). Name and case reference Main Articles at issue Developments Groupe Canal + SAS ( Case C-317/25) — EU GDPR: Article 7 16 March 2026: Application ( OJ) 6 May 2025: Request for a preliminary hearing Whats App Ireland v EDPB ( Case C-97/23 P) — EU GDPR: Article 65(1) 10...
NOTE—to check whether notification thresholds in Chad and throughout the world are satisfied, please see further: Where to Notify. 1. Have there been any recent developments regarding the Chadian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Chad? Chad’s competition framework is set out in Law No. 43/ PR/2014 of 24 December 2014 on competition (the Competition Law). The body tasked with receiving notifications under this statute is the National Competition Council, created under Article 35 of the Competition Law. Members of the National Competition Council were designated by Decree No. 284/ PR/19 of 12 March 2019. Chad is also a member of the Central African Economic and Monetary Community ( CEMAC), which operates a separate competition regime for mergers with a regional scope. CEMAC’s merger control system is contained in...
This Practice Note explores how to identify the governing legal system for a contract of employment or an employment relationship. It reflects the consequences of Brexit, the close of the Withdrawal Agreement’s implementation period at 11pm on 31 December 2020, and the Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023) for this field. For further details, see: Brexit impact, below. Initial considerations Where a dispute or claim involves an employee working wholly or partly abroad and/or engaged by a foreign employer, two preliminary questions arise: what rights does the employee have? in which forum should any subsequent litigation be decided? In addressing these, three principal issues arise: applicable law, namely which legal system governs the employment contract under review? international jurisdiction, that is, which courts and/or tribunals should determine the case?......
Appeals to the Court of Appeal From the Employment Appeal Tribunal ( EAT) in England and Wales, the usual channel for challenging decisions is to the Court of Appeal. Challenges may proceed only on a point of law, and with permission—granted by either the EAT or the Court of Appeal......
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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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