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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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ARCHIVED: This Practice Note is archived and no longer maintained. On 10 May 2022, the Commission introduced the Vertical Block Exemption Regulation 2022/720 ( VBER 2022). From 1 June 2022, VBER 2022 superseded the earlier Vertical Restraints Block Exemption Regulation 330/2010 ( VBER 2010, also termed the VRBE in this Practice Note). This Practice Note was prepared with reference to VBER 2010. Note: VBER 2010 lapsed on 31 May 2022 and was replaced by VBER 2022 with effect from 1 June 2022. Under Article 10 of VBER 2022, a 12-month transitional period (ending 31 May 2023) applied to pre-existing vertical agreements in force on 31 May 2022 that satisfied the exemption conditions under VBER 2010 on that date but did not meet the exemption requirements of VBER 2022. Consequently, this Practice Note is supplied for background information only......
The principle of economic continuity allows the European Commission (the Commission) to assign liability for a breach of EU competition law to a legal person that did not itself carry out the infringement. Although often portrayed as an exception to the principle of personal responsibility, its application is confined within strict limits set by the EU Courts. Rationale behind the economic continuity principle Responsibility for a competition law infringement is, in principle, personal, given the nature and seriousness of the penalties that may follow. Consequently, the Commission usually attributes liability to the legal person that operated the infringing business when the conduct occurred (the initial operator): this reflects the principle of personal responsibility. However, in certain situations, a rigid, formal application of personal responsibility can impede effective enforcement, for instance where the initial operator no longer exists or has undergone...
ARCHIVED: Revised Horizontal Guidelines were published in the Official Journal on 21 July 2023. This Practice Note was produced with the previous Horizontal Guidelines in mind and is no longer maintained. For up to date content, please refer to the relevant section in Practice Note: Analysing horizontal co-operation agreements under EU competition law. Standardisation (or standard-setting) is widely practised and has a pivotal role across many industries and in society more broadly, delivering clear advantages, such as: stimulating innovation assuring product quality and safety enabling interoperability/compatibility reducing transaction costs Agreements on standards primarily seek to establish technical or quality requirements that current or future production processes, methods or products must meet, for instance to ensure compatibility between products designed to work together. Standardisation agreements may cover a range of matters, including harmonising different grades or sizes of a particular product, or setting...
CASE HUB (appeals lodged at the General Court in Cases T- 680/14 ( Lupin), T-682/14 ( Mylan), T-679/14 ( Teva), T-6824/14 ( Krka), T-701/14 ( Niche Generics) and T-701/14 ( Unichem)) ARCHIVED –this archived case hub reflects the position at the date of the decision of 9 July 2014; it is no longer maintained. See the timeline, commentary and related cases for further detail. Case facts outline: The European Commission pursued an Articles 101 and 102 TFEU inquiry into Servier and others concerning Perindopril ( COMP/39.612), issuing fines totalling €427.7m on 09/07/2014. On 9 July 2014, sanctions were imposed on Servier and five generic manufacturers, amounting in aggregate to €427.7m. Servier was ordered to pay €330.9972m for breaches of both Articles 101 and 102 TFEU. For the generic companies: Niche and Unichem were fined €13,968,773 (jointly and severally liable), Matrix was fined...
There are many legitimate grounds for companies to enter agreements that include terms or obligations which may curb competition. This is particularly so where the arrangement is put in place to create or foster beneficial outcomes—so‑called ‘efficiencies’—that would not arise without the restriction. In broad terms, such efficiencies stem from vertically or horizontally aligned businesses collaborating to achieve something that, on their own, they could not accomplish—or at least not as efficiently—owing to financial, technical and/or logistical constraints. Research and development, production, purchasing, and distribution/sales constitute distinct stages in the supply chain, with firms at each step deciding whether to undertake the process alone or with others. When collective rather than individual action is optimal, the parties may agree to restraints or obligations considered necessary to safeguard an investment connected to, for instance: the development of a...
CASE HUB ARCHIVED This archived case hub sets out the position as at the decision date of 14 March 2019 and is no longer updated. For more, see the timeline, commentary, and related/relevant cases. Case facts Outline Case C‑724/17 Vantaan Kaupunki v Skanska Industrial Solutions and others – a preliminary reference from Finland asking whether, in a damages action, a company that has carried on the economic activity of a cartel member can be held liable for infringing Article 101 TFEU. Latest developments On 6 February 2019, Advocate General Wahl issued his opinion, concluding that Article 101 TFEU should be interpreted so that, when determining who is liable to pay damages for harm caused by a breach of Article 101 TFEU, the principle of economic continuity applies. Accordingly, in a private damages claim before a national court, a claimant may seek compensation from a company that has...
CASE HUB ARCHIVED Archived case hub –this page provides a snapshot of the position as at the judgment dated 20 November 2011; it is no longer currently maintained......
Intellectual property ( IP) agreements IP arrangements—such as technology licensing or collaborating on the creation of new technologies—can restrict competition. Yet their pro‑competitive advantages are acknowledged through block exemptions that offer a ‘safe harbour’ from Article 101, TFEU. Where a deal sits squarely within a relevant block exemption, only a brief review of Article 101, TFEU concerns is typically required. In practice, though, multiple block exemptions may seem to apply, and confirming that an agreement truly benefits from a safe harbour can be challenging—so a more pragmatic assessment of everyday commercial deals is often warranted. Most block exemptions share a common framework, and understanding this helps with application of the rules. Recitals: set out the overarching aim and rationale of the instrument. Definitions: clarify key terms that shape how the exemption should operate. Scope of the ‘safe harbour’:...
What is copyright? Copyright safeguards the author’s original expression of ideas, not the ideas themselves. It does not hand the copyright owner a monopoly. Consequently, works that are alike or even identical may lawfully coexist provided they are not unauthorised reproductions. In the EU and the UK, protection arises automatically and requires no registration. In general, copyright protects original: musical, dramatic, literary and artistic works (all of which must be fixed in some form) sound recordings films typographical arrangements of published editions and broadcasts databases (which may fall under a database right or copyright) source code, user code and preparatory design material, and in some cases a user interface, logic, algorithms or programming languages Exhaustion of rights and parallel trade within the EEA Existence v exercise At the heart of the EU’s approach are rules securing the free movement of goods between Member States. Article 34 of the Treaty on the...
A joint venture is a business set-up in which two or more separate undertakings bring together, or share, their resources, assets, or divisions to build a venture or pursue a defined objective, typically over a limited timeframe, for all parties. The logic behind joint venture work is that collaboration delivers more than effort alone, whether with a supplier up the chain or a rival on the same level, through interests and strengths. EU law offers no precise legal definition of a joint venture at present. Such ventures may span merger-style initiatives creating a jointly controlled entity, with its assets, infrastructure, management and customers, through to loose, non-structural collaboration that stops short of forming a separate organisation. At one end, activity might involve light-touch and plainly harmless collaboration, confined to specific functions or tasks, such as research and development or joint purchasing; at the other, it may...
Developments This Practice Note provides an archived overview of the principal legal changes influencing EU competition law across 2017 to 2026... Commission’s Report on Competition Policy 2025: The Commission issued its 2025 Competition Policy Report, outlining the year’s core legislative actions, policy progress and a curated set of enforcement cases for citizens, businesses and the competition policy community • Report published—05/05/2026 Antitrust, Mergers, State aid, Digital Markets Act and Foreign Subsidies (2024–2029): The Commission released an updated timeline charting all planned revisions and updates to competition policy for the period 2024–2029 • Updated timeline published—27/04/2026 Commission appoints a new Director- General in its Directorate- General for Competition: Anthony Whelan was appointed as the new Director- General of the Directorate- General for Competition • Announcement made—13/04/2026 EU and UK agree to cooperate closely on competition matters: The Commission confirmed that the EU and the...
ARCHIVED—this case hub, now archived, sets out the position as at the decision date of 10 September 2021; it is no longer maintained. See further, timeline. Case facts Outline European Commission investigation under Article 107 TFEU/ Article 102 TFEU into the grant to PPC of preferential access to lignite ( Case AT.38700). Latest development On 10 September 2021, the Commission approved measures proposed by Greece enabling PPC’s competitors to buy more electricity on a longer-term basis (the Commission’s 2021 decision). The remedies will lapse when existing lignite plants cease commercial operation (currently expected by 2023) or, at the latest, by 31 December 2024. Parties Public Power Corporation ( PPC): the largest electricity company in Greece, controlled by the Greek government, which holds a majority of the issued shares (51.12%). Market(s) The market for the supply of...
The first iteration of this note was prepared by the late Professor Alexander Türk. The limits of EU competences The scope of EU competences is defined by the principle of conferral (also called the principle of attributed powers). This principle safeguards against the Union stretching its authority beyond what the Treaties grant. As set out in Article 5(2) of the Treaty on European Union, the Union acts solely within competences bestowed on it by the Member States to achieve the Treaties’ objectives, while competences not granted to the EU remain with the Member States. A further facet of conferral concerns the division of competences among the EU institutions. Article 13(2) TEU provides that each institution operates only within the powers the Treaties confer upon it. The fact that the EU holds the capacity to intervene in a given field does not confer general law‑making power on its...
ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note sets out: the overarching concept of controlled foreign company ( CFC) rules the UK’s CFC regime before its reform (ie from 2013) the application of EU rules to the UK’s CFC regime via the cases of Cadbury Schweppes, Vodafone 2 and the CFC and dividend GLO how EU principles could apply to the UK’s new CFC rules What are controlled foreign company rules? CFC rules are anti-avoidance measures adopted by countries concerned that domestic companies might artificially move profits to companies situated in low-tax jurisdictions......
This Practice Note brings together core materials addressing EU legal matters that influence company law and are pertinent to corporate transactions. For a general introduction to EU law, consult the following Overviews: EU structure ( EU Law)—overview EU legislative process ( EU Law)—overview EU judicial system ( EU Law)—overview EU rights and policies ( EU Law)—overview Equity capital markets For EU law topics arising within the equity capital markets, see these Practice Notes: The Prospectus Directive EU Prospectus Regulation tracker (2001–2020) The Transparency Directive Transparency Directive tracker [ Archived] M& A On EU law considerations relevant to M& A transactions, refer to these Practice Notes: The impact......
ARCHIVED: This archived Practice Note summarises the background to the European Commission’s failed efforts to create a standard single‑member private limited company model (the Societas Unius Personae, or SUP) for use throughout the European Union, spanning all Member States, together with its earlier attempts to establish a European private company as a legal vehicle ( Societas Privata Europaea, or SPE). It is no longer updated and is provided for background purposes only. Background—the proposal for a European private company ( Societas Privata Europaea or SPE) On 25 June 2008, the Commission tabled a draft Council Regulation at EU level setting out a Statute for a European private company framework. That initiative formed part of a broader suite of measures intended to help small and medium‑sized enterprises ( SMEs) operate across the EU market as intended. Following years of fruitless...
This Practice Note outlines the European Union’s Common Agricultural Policy ( CAP), covering its background, aims, financing, and the principal actions and instruments it employs. It explains how support operates under two pillars and how measures are delivered across farming and rural areas. These include: Direct income support (pillar 1) The Common Organisation of the Market, including market measures (pillar 1) Rural development policy (pillar 2) For further details on EU agricultural and food initiatives, see Practice Note: Agriculture/ Food— EU Regulatory tracker. History of the CAP History of the CAP is closely intertwined with the EU’s creation and evolution. In the post-war years, Europe faced farm shortfalls and leaned heavily on American shipments. Launched in 1962 to guarantee stable food supplies, the CAP has since undergone reforms in 1992, 1999, 2003, 2013 and 2021. Its objectives shifted away from price supports towards direct...
CASE HUB Discover more, including the timeline, commentary and related cases. Case facts Overview of a European Commission merger probe under Article 14(1) concerning allegedly inaccurate or misleading information supplied by Kingspan Group plc during the Commission’s 2021 review of Kingspan Group plc’s proposed purchase of Trimo, arhitekturne rešitve, d.o.o. ( M.10962). Latest developments On 19 March 2023, the Commission sent Kingspan Group plc a statement of objections, asserting that incorrect or misleading information was provided in the course of the 2021 merger assessment. Parties Kingspan Group plc ( Kingspan): Headquartered in Ireland. Its core business covers the manufacture of sandwich panels, insulation, light & air solutions, water & energy, and data & flooring technology. Kingspan operates manufacturing and distribution networks across Europe, the Far East and the Americas, with a presence in more than 70 countries. Trimo, arhitekturne rešitve, d.o.o ( Trimo): Based in Trebnje,...
CASE HUB ARCHIVED This archived case hub captures the situation as at the date the Commission decided to accept commitments on 17 July 2025; it is no longer updated. See further, timeline Case facts Outline European Commission ( Commission) Article 102 TFEU inquiry into whether Corning misused its dominant position by entering anti-competitive exclusive supply deals with mobile phone makers and firms that process raw glass ( AT.40728). Latest development On 17 July 2025, the Commission accepted revised commitments from Corning (see details below), and accordingly brought its investigation to a close. Parties Corning Inc ( Corning): Corning, headquartered in the US, is a worldwide glass manufacturer serving numerous industrial and consumer uses. Background On 6 November 2024, the Commission opened its investigation. Corning submitted initial commitments to the Commission and, on 25 November 2024, the Commission initiated a market test of those initial commitments (see details...
CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 24 July 2018; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission inquiry under Article 101 TFEU into vertical constraints on online sales of consumer electronic goods imposed by Philips ( Case AT.40181). Latest developments On 24 July 2018, the Commission adopted an infringement decision against Philips, levying a €29.828m penalty (following an ‘informal settlement’) for dictating fixed or minimum resale prices to its online retailers, in breach of Article 101 TFEU. Parties Philips is a Netherlands-based manufacturer producing a variety of consumer electronic products. Background The Commission launched its investigation in February 2017, following information obtained during its e-commerce sector inquiry. Market(s) Markets covering the production, distribution and retailing of consumer electronic products......
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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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