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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? Derivatives are a staple of structured finance, appearing in many guises (eg swaps, options and forwards). They are commonly deployed to reshape the cash flows an issuer receives from the underlying asset pool into the revenue profile required to meet payment obligations on the securities issued to finance that asset. In practice, these arrangements align asset cash flows with liability profiles. This Practice Note sets out the main categories and purposes of derivatives in structured finance transactions. It also describes their uses within structured finance transactions, including: interest rate swaps currency rate swaps credit default swaps credit linked notes total return swaps A variety of institutions, such as banks and insurance companies, may serve as the swap counterparty in a structured finance transaction......
When is collateral needed in financial derivative transactions? Engaging in financial derivative arrangements carries a range of risks. Foremost is 'credit risk', meaning the chance that a counterparty will fail to pay what it owes on the specified date, or otherwise fail to perform its financial obligations. In the most extreme case, non-performance may result from insolvency. As many derivative contracts stipulate recurring payments on predetermined dates across the life of the deal, credit exposure exists in the periods between those dates on amounts that have accrued but are not yet due for payment. Take an interest rate swap as an illustration: one party may commit to pay the other a fixed sum every quarter, while the other side pays a variable amount at the same time. The floating interest element is determined by prevailing levels of interest rates in the market. Between interest payment dates, the sum...
ARCHIVED: This Practice Note has been archived and is no longer being maintained. Through the transition period, core EU rules effectively continued to apply for derivatives practitioners (see Practice Note: Brexit—impact on finance transactions [ Archived]); from IP completion day, however, the landscape alters markedly. This note offers a high-level overview of IP completion day’s practical implications for derivatives lawyers and signposts fuller guidance. MARKET ACCESS FOR SWAP COUNTERPARTIES Key EU and UK legislation and Brexit SIs Directive 2014/65/ EU ( EU Mi FID II) and Retained Directive 2014/65/ EU ( UK Mi FID II) Regulation ( EU) No 600/2014 ( EU Mi FIR) and Retained Regulation ( EU) No 600/2014 ( UK Mi FIR) Directive 2013/36/ EU ( EU CRD IV) and Retained Directive 2013/36/ EU ( UK CRD IV) The EEA Passport Rights ( Amendment, etc., and...
ARCHIVED : This archived Practice Note distils a number of key and/or illustrative rulings concerning derivative claims, with a particular emphasis on judgments from June 2019 through to June 2025 inclusive. It aims to offer, in outline, a broad appreciation of the varied factual situations and issues that may arise in such claims, with a specific emphasis on decisions from 1 June 2019 onwards. It is not kept up to date and is provided purely for background information only. For further guidance on derivative claims, see the following Practice Notes: Derivative claim—what it is and when to use it Statutory derivative claim—the procedure Common law derivative claim—the procedure Case details and analysis Judgment date Case summary Chancery Division Chimbganda v Kundodyiwa ( Re Derivative Claim - Goodpeople Health Care Ltd) [2025] EWHC 1543 ( Ch) 19 June 2025 A noteworthy ruling where permission to pursue a statutory derivative claim was granted...
A minority member typically has limited ability to affect management or sway majority owners, and their interests may, at times, be overlooked. Where protection is required, a minority member can seek remedies in several ways, including: pursuing a derivative claim filing an unfair prejudice petition seeking that the company be wound up bringing a claim against a director personally (rather than in their capacity as director), where grounds exist This fundamentals note focuses on how a minority member may safeguard their position by advancing a derivative claim. For further detail, see Practice Notes: Derivative claim—what it is and when to use it, Statutory derivative claim—the procedure, Common law derivative claim—the procedure and Derivative claims—key and illustrative decisions [ Archived]. For other avenues and remedies available to a minority member, see Practice Notes: Unfair prejudice...
This Practice Note sketches the landscape of de-risking within financial services firms’ anti-money laundering ( AML) and counter-terrorist financing ( CTF) programmes. It explores the principal sectors and client groups affected, sets out the pertinent legal and regulatory obligations, including how these interact with the Financial Conduct Authority’s ( FCA) Consumer Duty, and considers the FCA’s priorities and areas of focus. It further reviews policy and regulatory measures intended to tackle de-risking, such as the FCA’s examination of bank account closures, its assessment of the handling of domestic Politically Exposed Persons ( PEPs), and legislative changes concerning domestic PEPs in the Money Laundering and Terrorist Financing ( Amendment) Regulations 2023, SI 2023/1371. Key points Key points are as follows: the UK statutory and regulatory regime obliges FCA‑authorised firms, and those registered with the FCA for supervision under the Money Laundering, Terrorist Financing and...
Deputies appointed in respect of a protected party’s ( P’s) property and affairs are regularly engaged in setting up a care regime. While a property and affairs deputy does not hold the power or, in many cases, the specialist knowledge to make care and welfare decisions for P, they still have a direct role in issues relating to P’s care. According to the type and extent of P’s disabilities, the deputy may organise and fund a spectrum of care packages, from complex arrangements to modest levels of support. A round-the-clock professional nursing package delivered by a sizeable team of carers A single support worker assisting P with specific tasks for a few hours each week The terms ‘carer’ and ‘support worker’ are used throughout these notes; however, whichever service the deputy commissions, the same issues must be considered and then dealt with. The...
This Practice Note outlines the Secretary of State for the Home Department’s powers to remove a person’s British nationality or to declare that status a nullity. It also describes the deprivation procedure, the implications for the individual and their family members, routes of appeal, and key case law... Legislative framework and guidance The SSHD’s authority to deprive citizenship is set out in section 40 of the British Nationality Act 1981 ( BNA 1981). Under section 40(1), British citizens, British Overseas Territories citizens, British Overseas Citizens, British Nationals ( Overseas), British Protected Persons and British subjects may all be deprived where the statutory conditions are met... By BNA 1981, s 43, the power to deprive British Overseas Territories citizens and British Nationals ( Overseas) of their nationality in a British overseas territory is, with the SSHD’s prior approval, delegated to each territory’s Governor. In the Channel Islands and the Isle of...
This Practice Note examines the key issues around applications made by dependent partners of individuals on work, investment and study pathways. Most of these routes include provision for dependent partners and children. The principal exceptions are the Youth Mobility Scheme, which permits no dependants at all, and the Student, Graduate and Skilled Worker routes, which impose certain restrictions. For the position in those routes, see Practice Notes: Applying under the Skilled Worker route — Dependants, Applying under the Graduate route and Student: eligibility — Dependants. Partners in this context means: spouses civil partners, and unmarried partners who have lived in a relationship akin to marriage or civil partnership for at least two years — this type of relationship is now termed a ‘durable relationship’ Before their simplification, the rules governing dependent partners and children in these routes were found in Part 8 of the...
A range of frequently seen liability issues arise in dental claims, and they commonly include the following: periodontal claims cosmetic dentistry consent disputes root fillings orthodontic claims failure to diagnose dental caries incomplete or incorrect extractions jaw fractures during tooth extraction This Practice Note also explores the circumstances in which a dental practice might owe a non-delegable duty of care to a patient. Periodontal claims Claims relating to gum disease are very common. Awareness of a potential claim typically arises when a patient has changed practice for some reason, or where a practice has changed hands. A new dentist may tell the patient that they have gum disease, or, quite often, assume the patient already knows. The news is more often than not, understandably, met with considerable upset and anger. Basic periodontal...
Dental notes A frequent stumbling block for lawyers handling dental negligence matters is the language and nomenclature found in the records. The presentation of notes has altered over the years and continues to develop. Paper records Up to around 2000, only a small number of practices kept computerised files. The vast majority of clinicians documented care on NHS‑derived standardised buff cards ( FP25). Unsurprisingly, handwriting was often poor, and specialist terms compounded the challenge of interpretation. The buff shade significantly hampers photocopying. Where entries prove illegible, practitioners should return to the practice to obtain clearer, legible reproductions, using a colour copier if required. Lost or misplaced cards were not unusual, and often a second set of notes might exist. Many practices wrote the card number at the head of the FP25, and continuity across the sequence ought to be verified. At times, neither the...
Denon & Marantz (vertical restraints) ( AT.40469) [ Archived] CASE HUB ARCHIVED – this hub captures the position as at the 24 July 2018 decision date and is no longer updated. See also the timeline, commentary and linked cases. Case facts Outline of the European Commission’s Article 101 TFEU probe into vertical limits on online sales of consumer electronics attributed to Denon & Marantz ( Case AT.40469). Latest developments On 24 July 2018, the Commission adopted an infringement decision against Denon & Marantz, levying a €7.719m fine (following an ‘informal settlement’) for enforcing fixed or minimum resale prices on online retailers, contrary to Article 101 TFEU. Parties Denon & Marantz is a Japan-based manufacturer of audio and visual consumer products. Background The inquiry started in February 2017, triggered by findings from the Commission’s e‑commerce sector...
Loan market and developments A concise outline of the current Danish loan market and notable recent developments follows. Most corporate lending still comes via bank facilities—both committed and uncommitted—and is frequently secured. Security packages commonly comprise: shares; real property; bank accounts; and a floating charge spanning all moveable property, receivables and intellectual property of the borrower. Financing for both private and commercial real property is most often arranged through mortgage credit loans provided by mortgage credit institutions, with the relevant property given as security. The Danish Capital Markets Act introduced SME Growth Markets in Denmark for small and medium-sized companies ( SMEs). In the preparatory remarks to the Act, it is noted that SMEs have experienced difficulties obtaining finance since the financial crisis. By establishing SME Growth Markets in Denmark, the aim is to grant SMEs easier access to the capital...
1. What is the applicable legislation? The primary statute is the Act on Screening of Certain Foreign Direct Investments, etc. in Denmark ( Consolidated Act No. 1256 of 27 October 2023) (the Investment Screening Act), together with the related executive orders. The Investment Screening Act and these executive measures entered into force on 1 July 2021 and cover both investments and so‑called ‘special financial agreements’ concluded on or after 1 September 2021. In addition, the Act on War Material ( Consolidated Act No. 1004 of 22 October 2012) sets out a screening regime that applies solely to undertakings that produce specified war material. Where an investment falls within the Act on War Material, the Investment Screening Act does not apply. Moreover, several comparable Acts—outside the Danish FDI screening framework—also exist. These include: The Act on the Continental Shelf and Certain...
This list sets out every concluded probe run by Denmark’s competition watchdog (the Danish Competition and Consumer Authority— DCCA) into suspected cartels, anti‑competitive deals and misuse of dominance ( Articles 101/102 TFEU and domestic counterparts) from 2018 onwards. Note—only matters that have entered the public domain appear here. 2026 Investigations under Article 101 TFEU/sections 6–8 of the Danish Competition Act Case name, companies under investigation and industry Issues Developments Train spare parts • Diesel Motor Nordic • Deutz AG Restrictive agreement—price fixing • Infringement decision announced—05/05/2026; fines totalling DKK 1m imposed Investigations under Article 102 TFEU/section 11 of the Danish Competition Act The DCCA has not yet adopted any decisions under Article 102/section 11 in 2026. 2025 Investigations under Article 101 TFEU/sections 6–8 of the Danish Competition Act Case name, companies under investigation and industry Issues Developments Advertising • AFA Decaux A/ S • Clear Channel Denmark...
1. Have there been any recent developments regarding the DRC merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in the DRC? On 8 July 2019, the DRC enacted the Law on Pricing, Freedom and Competition (the Competition Act), creating a national merger control framework. As the prerogatives of the newly formed DRC Competition Commission have not yet been brought into force, the prior Competition Commission, instituted by the 1987 Order, is presently responsible for exercising powers under the Competition Act. The Minister of the Economy retains the ultimate say on whether a deal is cleared. No further changes are anticipated over the next year and, to our knowledge, there are no pressing merger control topics in the DRC at present... 2. Under DRC merger control law, is the control test the same as the EU...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT are set, in 2027, to be replaced by a single, self-assessed levy on securities, the securities transfer charge ( STC), which will be paid and reported via a new online portal service. The core design of the STC will broadly mirror the proposals for that regime set out in the consultation carried out in 2023. Finance Bill 2026 ( FB 2026) creates a power, commencing on Royal Assent, to permit secondary legislation so that taxpayers can pilot the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically through a digital system. For more detailed information on the modernisation of stamp taxes on securities, see News Analyses: Budget 2025— Tax analysis— Stamp and transfer taxes, Tax update spring 2025— Stamp taxes on shares...
Purpose of Practice Note This Practice Note explores the idea of biodiversity net gain ( BNG). Drawing on expertise from a specialist consultancy, it explains how the compulsory BNG regime is presently being applied on the ground. It does not describe the legislative framework for BNG; that is contained in Practice Note: Biodiversity net gain in England, which ought to be used alongside this Note. How does biodiversity net gain work in practice? This Practice Note aims to answer the following questions: How are biodiversity units ( BU) derived? What constitute good practice principles for BNG? What does the BNG process usually entail? What frequent obstacles arise when implementing BNG? How are biodiversity units calculated? Calculating baseline biodiversity units BNG adopts habitat type and condition as a stand-in for total biodiversity value, expressed as BU and computed via the Statutory Biodiversity Metric ( SBM). BU are divided, where relevant to a site, into...
Legal tech is reshaping the legal sector in ways once hard to imagine; just as technology has repeatedly done across our lives. In law, that shift has been measured and careful—until now. The tempo of change is accelerating rapidly, and legal teams must determine how to weave technology into their workflows to maximise their value and impact, and to stay relevant. This Practice Note, created in partnership with Ben Shillito, Senior Director at Olus, explores the use and influence of legal tech from an in-house legal team’s standpoint. What is legal tech? Legal tech denotes technology designed specifically to support the work of legal professionals, or to provide legal services directly to a client or consumer. Traditionally, such tools centred on matter management, document management, billing, or document formatting. As more advanced capabilities have emerged—such as artificial intelligence ( AI), machine learning, and natural...
What are prohibited or deleterious materials? Across building contracts, sub-contracts, consultants’ appointments and collateral warranties, it is common to find clauses governing and controlling how materials are chosen and used (see Practice Note: Materials and workmanship in construction contracts). When designing, procuring and constructing new buildings or infrastructure works, certain materials should not be specified or employed at specification stage and throughout procurement and construction. Such products are typically labelled deleterious or prohibited. as the materials may themselves be inherently prone to failure; or as they could potentially compromise the fabric of the building (eg the ‘glass cancer’ seen in the late 1990s/early 2000s); or as they might cause harm to individuals (eg asbestos) Defining deleterious/prohibited materials Contractual approaches to identifying which materials are deleterious, or prohibited, and therefore barred from use have evolved significantly over time. For many years,...
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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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