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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 is an employee ownership trust? An employee ownership trust ( EOT) is a distinct type of employee benefit trust that must satisfy specific statutory conditions. The EOT framework was introduced by the Finance Act 2014, together with certain tax advantages available to companies owned by an EOT and to individuals who dispose of shares to an EOT. If those statutory tests are not met in relation to the EOT, these reliefs will not apply. For general information on EOTs, including an overview of the key features and tax reliefs, see Practice Note: Employee ownership trusts. For more on the issues and considerations when selling a company to an EOT, including the necessary documentation and the overall sale process, see Practice Note: Sale of a business to an employee ownership trust. For guidance on a sale by the trustees of an EOT of a...
Background Pursuant to Article 3(1) of Directive 2004/39/ EC, the EU Prospectus Directive ( PD), and section 85(1) of the Financial Services and Markets Act 2000 ( FSMA 2000), making any direct or indirect public offer of transferable securities (including, for example, listed shares) to any person in the UK is generally prohibited unless a prospectus sanctioned by the FCA, or by another EU state’s competent authority, has first been duly published, or a relevant statutory exemption clearly applies. If it is determined that an offer to employees (or ex‑employees) from time to time necessitates a prospectus, a company may, instead, be able to prepare one by relying on a short form disclosure regime. See Practice Note: When is a prospectus needed for an offer to employees (the pre‑19 January 2026 regime)? [ Archived] for a fuller description of when a...
This material examines the UK GDPR framework, with legislative references to Assimilated Regulation ( EU) 2016/679 and the UK General Data Protection Regulation ( UK GDPR), unless expressly indicated otherwise. It also reflects the Data ( Use and Access) Act 2025 ( DUAA 2025) (see Practice Note: Data ( Use and Access) Act 2025—employment implications). Employers will typically need to process—collect, use and record—information about an individual’s health (health information) in various contexts. Before processing health information relating to a current or prospective employee or worker, the employer must assess whether the processing is lawful under Assimilated Regulation ( EU) 2016/679, UK GDPR and the Data Protection Act 2018 ( DPA 2018). In addition to the issues explored in this Practice Note, the employer should also consider: if the employer intends to obtain a medical report from an...
Workplace ‘ghosting’ This Practice Note examines workplace ‘ghosting’, where an employee or candidate accepts a role but fails to start, or stops attending and disappears without giving notice of resignation or termination. For guidance on situations where an employer ghosts a prospective employee or candidate, see Q& A: What issues arise when an employer ghosts a prospective employee? The expression ‘ghosting’ originates in online dating, where, at some point in a relationship, one person cuts off contact without explanation—so the other is ‘dumped’ without ever being told. In employment, a candidate or employee may ‘ghost’ at any stage—from skipping an interview, or not arriving on their first day, through to walking out at any time during the relationship and never returning. Indeed’s 2023 study, When Candidates and Recruiters Vanish: Indeed’s Ghosting in Hiring Report, found 46% of US job seekers surveyed believed ghosting had become more...
Duty of fidelity Every employee owes their employer a duty of fidelity. This duty is often described as a duty of good faith or loyalty. Fidelity is a wide notion, comprising several more specific obligations, some of which overlap with each other and with the duty of trust and confidence (see Practice Note: The term of trust and confidence): to act honestly—the duty requires employees deal with their employer truthfully (refer to: Duty of fidelity—honesty, below) not to compete—during employment, employees must not work for a rival organisation, including one they have founded (see: Duty of fidelity—competition and Duty of fidelity— Preparation to compete, below) not to secure a secret profit—employees must not earn undisclosed profit and must hand over to the employer any sums obtained (see: Duty of fidelity—secret profit, below) to disclose...
Practice Note This Practice Note provides a concise overview of employer-offered discounts and subsidies granted as employee perks, including subsidised meals, gym membership, and staff price reductions on goods and services. It examines whether these advantages contribute to calculating a week’s pay or the national minimum wage, and whether they attract protection from unlawful deduction. These benefits are not regarded as wages for the purposes of the Employment Rights Act 1996, unless supplied as vouchers, stamps, or a document capable of being stated in monetary terms and redeemable for money, goods, or services......
FORTHCOMING CHANGE: As set out at the Autumn Budget 2024, the government initiated an independent review into the loan charge. Formally launched on 23 January 2025, the review’s remit was to examine the obstacles stopping those within scope of the loan charge, who have not yet settled and cleared their tax liabilities in full, from reaching a resolution with HMRC, and to recommend ways in which they might be encouraged to settle with HMRC (see News Analysis: Autumn Budget 2024— Independent review of the loan charge). To inform the review, a call for evidence—targeted at people still subject to the loan charge and their advisers—was issued on 28 March 2025. The Final Report of the review, alongside the government’s response, was published at Budget 2025 on 26 November 2025......
This Practice Note explains how the Investment Association ( IA) remuneration principles apply to employee benefit trust ( EBT). These principles sit within the IA Principles of Remuneration. It describes their application in the EBT context. The IA remuneration principles—key messages Pension funds, insurers and related institutions commonly place their clients’ capital in UK equities. As a result, such institutions form a significant slice of the shareholder base across companies listed on the London Stock Exchange and other markets. Acting for these members, the IA articulates clear expectations on senior executive pay and speaks out on what it regards as important. The IA Principles of Remuneration are broad in scope, spanning numerous dimensions of executive reward and practice. They set out the boundaries its members view as critical when designing pay frameworks and policies, and also address the role of the...
This Practice Note outlines the matters an employer must weigh up when obtaining medical assessment reports for their staff and prospective recruits......
This Practice Note explores the qualities of effective leadership and outlines five core abilities that help leaders bring out the best in themselves and their people. In Emotional Intelligence (1995), Daniel Goleman explained why exceptional leaders succeed beyond technical skill, determination and vision, naming this emotional intelligence ( EI). He identified five key skills: self-awareness self-regulation motivation empathy social skills See Precedent: Emotional intelligence—summary sheet. Self-awareness Often the most vital of the five, without the willingness and capacity to cultivate self-awareness you cannot fully develop the others. Goleman defined it as knowing your strengths, weaknesses, drives, values and the effect you have on other people—see Harvard Business Review, 1998— What Makes a Leader? If you are self-aware you understand: what sits behind your actions and choices your inherent limitations and ways to mitigate them how your conduct...
The Kyoto Protocol, the Paris Agreement and carbon markets The Kyoto Protocol required developed economies listed in Annex I to the United Nations Framework Convention on Climate Change ( UNFCCC) ( Annex I parties) to deliver quantified reductions in greenhouse gas ( GHG) emissions, with the aim of stabilising concentrations at levels that avoid dangerous human-driven disruption of the climate system. For more information on the UNFCCC, see Practice Note: United Nations Framework Convention on Climate Change 1992—snapshot. The Kyoto Protocol committed Annex I parties to: specific, legally binding emissions reduction allocations, called ‘assigned amounts’, expressed in tonnes of CO2 equivalent (t CO2e) a timetable for meeting those reductions The core objective was for Annex I parties to cut overall GHG emissions by at least 5% below 1990 levels during the first commitment period (2008–2012), and by at least 18% below 1990 levels in the second...
Relevant articles The Journal of International Banking and Finance Law hosts numerous helpful articles on EMIR, which can be accessed via links from this page. These pieces are available solely to Lexis+® UK Legal Research subscribers. 1 April 2019 The tide goes out: the structure of UK financial services legislation post- Brexit: Part 3 (2019) 4 JIBFL 219 — Deborah Sabalot completes the survey, exploring distinctive legislative ‘solutions’ and the emergence of hybrid instruments that are law yet resemble rules, as powers held by EU institutions move to UK financial regulators and the framework required to separate the UK from the EU is put in place. 1 March 2019 The tide goes out: the structure of UK financial services legislation post- Brexit: Part 2 (2019) 3 JIBFL 147 —...
Trading activities test The enterprise management incentives ( EMI) framework is tightly defined and imposes various conditions that must be satisfied when options are issued, covering: the company issuing the options the employees receiving the options the shares subject to the option, and the terms of the options themselves This Practice Note examines the statutory requirements for the trading activities test that a company must meet to award EMI options. It clarifies the meaning of a qualifying trade, drawing attention to pertinent HMRC guidance and practical considerations. For the EMI eligibility tests concerning a company’s independence, qualifying subsidiaries, gross assets and headcount, see Practice Note: EMIs—qualifying companies. For a decision flowchart on a company’s ability to grant EMI options, see: EMI scheme—flowchart to determine company’s eligibility. For a checklist assessing whether a company and its workforce qualify for EMI purposes, see: EMI...
Although the enterprise management incentives ( EMI) qualifying conditions are very stringent, the income tax, National Insurance contributions ( NICs) and apprenticeship levy outcomes for qualifying EMI options can be highly beneficial. This Practice Note outlines the income tax, NICs and apprenticeship levy treatment of qualifying EMI options, as set out in sections 527–541 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). For an account of the capital gains tax treatment of EMI options, see Practice Note: EMI— CGT, which also covers business asset disposal relief and corporation tax relief. For a fuller explanation of the business asset disposal relief rules for EMI options, see the Practice Notes: Business asset disposal relief and enterprise management incentives ( EMI) schemes, together with the Table that summarises the income tax, National Insurance contributions ( NICs), capital gains tax ( CGT) and...
FORTHCOMING CHANGE: On 26 November 2025, as part of Budget 2025, it was confirmed that, with effect from April 2027, the duty to notify HMRC of the grant of EMI options, in order for them to take effect as qualifying options, will be removed. This change will be legislated for in the Finance Bill 2026–27. See: Budget 2025, para 4.40. Enterprise management incentives ( EMI) schemes are tax-advantageous discretionary share option arrangements widely used across the UK. EMI schemes have the potential to deliver very generous tax treatment and to allow for generous individual awards. Nevertheless, the EMI statutory criteria are stringent, and the grant notification requirement is essential to ensuring that EMI tax status is not forfeited......
The enterprise management incentives ( EMI) scheme The enterprise management incentives ( EMI) scheme is a notably adaptable and tax-efficient arrangement tailored for small and medium-sized companies. The EMI framework is highly prescriptive and specifies a range of conditions that must be in place when options are granted, including matters relating to: the company granting the options the employees to whom the options are granted the shares subject to the option the terms of the options themselves This Practice Note concentrates on the requirements an employee must satisfy to be eligible to receive EMI options. Those requirements are set out with reference to the income tax relief contained in sections 527–541 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). For further detail on the tax reliefs available to qualifying EMI options, see Practice Notes:...
Practice Note While EMI share options can be highly tax‑efficient, they also carry notable traps. Poor drafting or faulty implementation can lead to serious tax consequences for both staff and the business. This Practice Note highlights the most frequent misconceptions and errors when: determining if a company is eligible to grant EMI options setting up an EMI scheme, and running an EMI scheme Specifically, it explains: what counts as an EMI option the fall‑out if an EMI option is drafted or put in place improperly the impact of mishandling an EMI qualifying option in operation recurring misunderstandings and errors when testing company eligibility to grant EMI options recurring misunderstandings and errors when establishing an EMI scheme recurring misunderstandings and errors when operating an EMI scheme, and ways to prevent errors and...
Given the intricate rules that govern business asset disposal relief ( BADR) and the regime that sets the tax treatment of enterprise management incentives ( EMI) options, and the way these frameworks interact, the point at which an EMI option is exercised and the exercised shares are then sold is pivotal in establishing whether the full relief for the EMI option and BADR will be obtainable to a taxpayer. A table below outlines the income tax, National Insurance contributions ( NICs) and Apprenticeship Levy ( AL) position for EMI options at grant and at exercise, and the capital gains tax ( CGT) plus BADR outcome on the disposal of shares acquired through exercising EMI options, varying according to when the option is exercised and when the shares are sold. For the purposes of this table, the following assumptions have been made: the share options were issued after 6...
Enterprise management incentives ( EMI) scheme The enterprise management incentives ( EMI) scheme is a highly adaptable and tax-efficient arrangement aimed at small and medium-sized companies. The EMI framework is prescriptive and requires multiple conditions to be met when options are granted, covering: the company issuing the options the employees to whom the options are granted the shares placed under option the options themselves This Practice Note centres on the requirements that the options must satisfy to qualify as EMI options, assuming all other eligibility criteria are in place. These conditions are explained with reference to the income tax relief set out in sections 527–541 of the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003). For details of the other conditions, see Practice Notes: EMI—qualifying companies EMI—trading activities EMI—what makes an employee...
Enterprise management incentives ( EMI) and company share option plans ( CSOPs) are discretionary share option arrangements in the UK that offer favourable tax treatment. Although EMIs can deliver more attractive tax outcomes and permit larger personal grants, their qualifying criteria are considerably tighter than CSOPs. Consequently, businesses that cannot meet EMI conditions often implement a CSOP to reward staff. Both arrangements are widely used across the UK. This Practice Note explores how the two arrangements differ, indicating when a company might prefer one over the other and outlining the distinct advantages each provides. It is intended to signpost scenarios in which a company would adopt one scheme in preference to the other, and to summarise the benefits available under each. It offers only a high-level summary and should be read alongside Practice Notes: How EMI schemes work and key features and How CSOPs work and key...
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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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