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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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This Practice Note examines estoppel by representation and estoppel by convention (often regarded as a sub-species of estoppel by representation). For overarching guidance on what estoppel is and when it may be pleaded, see Practice Note: Estoppel—what, when and how to plead. For guidance on other forms of estoppel, see Practice Notes: Contractual estoppel Promissory estoppel Proprietary estoppel Estoppel by representation—what is it? Estoppel by representation arises where one party ( A) makes, through words or behaviour, a unilateral assertion of fact or law to another ( B), intending B to rely on it (or in circumstances where A’s conduct would lead a reasonable person to understand it was meant to be acted upon), and B does rely on it to their detriment. In that situation, A is prevented from later resiling from the original representation. A representation of fact may be made by positive conduct (eg, by words or...
A discussion with Kaupo Lepasepp, partner, and Jürgen Adamson, associate, at the Tallinn office of regional law firm SORAINEN, exploring the main questions around foreign direct investment ( FDI) screening in Estonia. 1. What is the applicable legislation? On 25 January 2023, the Estonian Parliament passed the Foreign Investment Reliability Assessment Act, which took effect on 1 September 2023. The Act sets out the conditions and process for a foreign investment authorisation obligation, for evaluating the reliability of foreign investments, and for exercising state supervision over compliance with the relevant requirements. In addition, two implementing regulations linked to the Act were adopted and are outlined below: Procedure for submitting an application for a foreign investment and Rules of Procedure of the Foreign Investment Commission (both available only in Estonian). Furthermore, some limited categories of investments may fall under sector-specific rules, rendering them de facto relevant to foreign direct...
This overview outlines all completed investigations by Estonia’s competition authority (the Konkurentsiamet) into suspected cartels, anti-competitive arrangements and abuses of dominant positions ( Articles 101/102 TFEU and national equivalents) since 2017. Note—only matters that have been made public appear here. 2024 Investigations under Article 101 TFEU/ Chapter 2 of the Competition Act Case: Grain drying Companies under investigation: six undertakings Issues: restrictive agreement and cartel Developments: Circuit Court delivered judgment on 17/01/2024; fines totalling €330,000 imposed Investigations under Article 102 TFEU/ Chapter 4 of the Competition Act In 2024, the Konkurentsiamet issued no decisions under Article 102/ Chapter 4. 2023 Investigations under Article 101 TFEU/ Chapter 2 of the Competition Act No decisions under Article 101/ Chapter 2 were issued by the Konkurentsiamet in 2023. Investigations under Article 102 TFEU/ Chapter 4 of ......
A discussion with Kaupo Lepasepp, partner, and Piibe Lehtsaar, counsel at the Tallinn office of regional law firm Sorainen, on key issues in Estonian merger control. NOTE – for guidance on whether notification thresholds in Estonia and worldwide are triggered, consult Where to Notify. 1. Have there been any recent developments regarding the Estonian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Estonia? The Competition Authority has, from time to time, signalled an intention to pursue changes to the merger control rules so that it could compel notification of a transaction even where the relevant thresholds are not met. Its 2024 annual report, published in May 2025, once more cited the November 2022 proposal to the Ministry of Justice, requesting several merger control‑related revisions to the Estonian Competition Act, such as: ...
The Leasehold Reform Act 1967 ( LRA 1967) and the Leasehold Reform, Housing and Urban Development Act 1993 ( LRHUDA 1993) confer on long leasehold tenants, respectively, individual and collective rights to acquire the freehold of their house or a block of flats. Alongside introducing the collective enfranchisement right, LRHUDA 1993 also expanded the range of houses eligible for individual enfranchisement. If the relevant house or block were the landlord’s sole asset, this would cause little difficulty. However, significant estate management concerns may emerge if, under either statute, a landlord is required to make involuntary and piecemeal disposals across its portfolio. Both the LRA 1967 and LRHUDA 1993 allow a landlord to implement a management scheme covering a neighbourhood. These schemes, which endure following enfranchisement, enable the landlord to retain management powers and enforce rights over any property transferred under either Act, to...
FORTHCOMING CHANGE relating to IHT on pension death benefits : At the Autumn Budget 2024 on 30 October 2024, the government stated that, from 6 April 2027, unused pension funds and pension death benefits will be brought into an individual’s estate for IHT. The change will affect both defined contribution and defined benefit schemes, and will apply to UK registered schemes as well as qualifying non- UK pension schemes. A technical consultation on implementing these reforms ran from 30 October 2024 to 22 January 2025, and the measures are introduced by the Finance Act 2026. For further information, see News Analysis: Unused pension funds and death benefits to be brought within the scope of inheritance tax and Autumn Budget 2024— Private Client analysis — Inheritance tax. On death, a person will typically own assets forming part of their estate, for example: land ...
The personal representatives ( PRs) of a deceased individual’s estate must identify: every asset forming part of the estate, and all outstanding liabilities within the estate PRs should issue initial correspondence—by letter, email, or online forms—to anyone: holding estate assets, asserting a debt, or with pertinent knowledge of the deceased’s financial affairs That communication ought to: advise of the death and set out: the deceased’s full name, plus any aliases or previous names, the deceased’s last known address, and where applicable, account number(s) and sort code(s) for any known account(s) enclose an official copy of the death certificate (or, if this cannot be provided, the deceased’s date of birth and date of death), and ...
Decisions on creating a charity When setting up a charity, pivotal choices arise around the preferred legal form and how best to carefully plan the application for approval of charitable status. Before this begins, pause to assess whether a charity is in fact the right route to realise the aims to be pursued. The proposed objects must be recognised as charitable within the definitions set out expressly in the Charities and Trustee Investment ( Scotland) Act 2005 (2005 asp 10) ( CTI( S) A 2005), and they must clearly provide, or be intended to provide, a public benefit. Practical matters—how activities will be funded and how the work will be delivered—also belong to this preliminary decision‑making stage and should be considered with equal care. The Office of the Scottish Charity Regulator ( OSCR) guidance on Meeting the Charity Test is a helpful starting point at the...
In numerous restructuring scenarios, setting up a creditors’ committee (or steering committee) at an early stage can materially facilitate talks between the debtor and its creditors, often producing a quicker outcome and improved recoveries for the creditor body overall. A committee might be formal or ad hoc/informal (see Practice Note: Informal creditors’ committee in a restructuring) and is typically composed of creditors from the same class. It remains in place until a successful restructuring is agreed and carried out, or until negotiations over the restructuring fail. In a consensual restructuring, no statutory regime or best-practice guidance governs the creation of committees (unlike in formal insolvencies where Statements of Insolvency Practice ( SIPs) 15 and 6 apply—see Practice Note: Statements of Insolvency Practice—a quick guide, SIP 15, which offers guidance to insolvency practitioners on reporting and supplying information to committees, and also the guide...
Practice Note This Practice Note sets out, in pragmatic terms, how to identify and assess sources of funds and wealth under the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, as amended. It offers particulars and suggestions on the kinds of documents and information you may wish to obtain from clients, warning signs to watch for, and the actions to take if you have concerns. The guidance is of general application, with specific direction for firms supervised for anti-money laundering ( AML) purposes by the SRA. If you are not a law firm and/or the SRA is not your AML supervisor, you should verify whether additional or varied requirements apply to your sector and whether your regulatory body imposes any extra, sector-specific obligations regarding sources of funds and wealth. There is no...
The Energy Savings Opportunity Scheme ( ESOS) ESOS is a programme for energy assessment and savings, required for organisations that satisfy the qualification criteria. It stems from the EU Energy Efficiency Directive 2012/27/ EU, art 8(4)–(6), which obliges EU Member States to ensure that enterprises other than small and medium-sized enterprises ( SMEs) undergo an energy audit at least once every four years. These art 8(4)–(6) obligations were transposed in the UK by the Energy Savings Opportunity Scheme Regulations 2014, SI 2014/1643 (the ESOS Regulations). The Energy Act 2023 provided powers to update ESOS after Brexit, and the Energy Savings Opportunity Scheme ( Amendment) Regulations 2023, SI 2023/1182 introduced changes ahead of the Phase 3 compliance deadline. Qualifying organisations must complete an assessment and audit covering their total energy use. In most instances, a ‘lead assessor’—a member of a...
The Energy Savings Opportunity Scheme ( ESOS) ESOS is a statutory programme for energy assessments and savings, mandatory for organisations that meet the eligibility criteria. It originates from the EU Energy Efficiency Directive 2012/27/ EU, art 8(4)–(6), which requires Member States to ensure that enterprises other than small and medium-sized enterprises ( SMEs) undergo an energy audit at least once every four years. For further information, see Practice Note: Energy Efficiency Directive 2012/27/ EU—snapshot [ Archived]. The UK implemented art 8(4)–(6) via the Energy Savings Opportunity Scheme Regulations 2014 ( SI 2014/1643). Post- Brexit, the Energy Act 2023 provided powers to update ESOS, and the Energy Savings Opportunity Scheme ( Amendment) Regulations 2023 ( SI 2023/1182) introduced revisions ahead of the Phase 3 compliance deadline. Qualifying organisations must carry out an assessment and audit of their total energy consumption. In most...
This Practice Note highlights why (re)insurers and intermediaries must confront environmental, social and governance ( ESG) risks. For direction on the ESG initiatives, regulations and legislation pertinent to (re)insurers and intermediaries, see Practice Note: ESG and insurance—essentials. Risk landscape Physical risks Losses linked to physical risk drivers, including weather, are insurable and can immediately impact insurance firms through elevated claims. Since the 1980s, the tally of recorded weather-related loss events has trebled, and, as a contributing element alongside other losses, inflation-adjusted insurance losses have risen by about US$45bn—from roughly US$10bn in the 1980s to around US$55bn in the past decade. The Committee on Climate Change ( CCC)—an independent statutory body created in 2008 and charged with advising the UK government on climate change—observed that physical risks from flooding and coastal change are expected to grow, and that major flood events, such as Calder Valley in 2020, are more...
Scope of Practice Note This Practice Note sets out, in table format, notable case law and decisions from England and Wales that bear upon the ESG (environmental, social and governance) landscape. As outlined in Practice Note: How to understand ESG civil litigation risk, ESG-related actions may concern what an organisation: does, or neglects to do, to meet its ESG obligations states it is doing to fulfil those ESG obligations In both instances, the obligations may arise from statute, regulation, or be voluntarily adopted. Consequently, key decisions regarded as pertinent to ESG to date include matters relating to: climate change (duties, breaches, environmental harm) greenwashing (misleading claims about environmental credentials or deceptive practices) alleged forced and abusive labour conditions corporate governance failings, i.e. breaches of legislative and regulatory requirements, such as under the Financial Services and Markets Act 2000 ( FSMA 2000) or the...
These course materials comprise Power Point slide templates with accompanying notes to support trainers presenting the law around ESG. Topics include the three ESG pillars and their practical use, ESG ratings, guidance on creating and implementing ESG strategies, corporate social responsibility, the key legislation and guidance, plus reporting and disclosure duties. The materials are customisable. Click the link below to download the Power Point presentation. Contents What is ESG? Key legislation/guidelines Global frameworks and standards ESG ratings Stakeholder investment and financial longevity Applying the three ESG pillars in practice The role of legal professionals Practical tips for creating and implementing an ESG strategy Summary This deck offers an introduction to the law relating to ESG. Purpose of slides/seminar The slides are for a general......
Taking a thoughtful, carefully planned stance on environmental, social and governance ( ESG) matters is a key element of corporate governance and oversight. What is ESG? ESG is an initialism meaning environmental, social and governance. Together, they form an investment lens and set of criteria that assesses a firm’s environmental and social footprint, alongside the overall quality of its governance. ESG is frequently discussed with sustainability and corporate social responsibility; however, whereas those are broader philosophies or end-goals, this framework is more concrete and practical in application today. It captures the data and metrics that guide decision-making for both companies and investors alike, as increasingly today investors seek to align their strategies with their values. What is sustainability? Within a business context, sustainability refers to a company’s strategy and actions in this regard......
ESG has emerged as a priority for companies worldwide. In many countries, ESG disclosure is already compulsory or under active review. The climate emergency, the pandemic, geopolitical turbulence and the energy shock have shown how deeply businesses influence societies and the natural environment. This Practice Note sets out ESG fundamentals. It outlines the concept and the hurdles for in-house counsel, alongside suggested focus areas to help you manage ESG matters within your organisation... What is ESG? At its simplest, ESG is a catch-all for environmental, social and governance considerations that shape: the obligations organisations must satisfy the way they should run the benchmarks by which they are assessed ESG factors ESG factors are applied to embed responsibility within business practice. ‘ E’ is for environmental. The E in ESG examines the effects on, and from, the natural world and will consider an...
ARCHIVED: This Practice note has been archived and is not maintained. Environmental, social and governance ( ESG) matters have climbed to the forefront of corporate priorities in recent years, with society, the press, customers, employees and investors increasingly judging companies and boards against measurable and comparable ESG factors. In line with this intensified attention, businesses are encountering a widening set of legislative and regulatory obligations concerning how they report ESG matters. As ESG reporting has matured, a wide range of voluntary frameworks and standards has appeared to guide and influence how organisations measure, evaluate and disclose ESG information to investors and other stakeholders. This Practice Note reviews the principal ESG reporting frameworks alongside initiatives aiming to build a single global framework for companies to report on ESG matters. It opens by examining the disclosure recommendations of the Task Force on...
Environmental, Social and Governance ( ESG) considerations have rapidly gained prominence in the business world over the last decade. At first, ESG was chiefly linked to corporate social responsibility and sustainability initiatives. Now, it matters far more to tax practitioners, with taxation embedded in every pillar of the ESG agenda. A range of forces is binding ESG and tax together, making it crucial for tax professionals to understand and steer this shifting landscape. A leading reason for ESG’s rising importance to tax teams is the wave of new rules and compliance obligations. Governments globally are steadily building ESG considerations into tax legislation and reporting regimes, and the UK follows the same path. For example, authorities may grant tax reliefs to businesses that satisfy defined sustainability thresholds, while failures to meet reporting duties can trigger monetary sanctions. Advisers must keep pace with these changes so their...
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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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