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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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The nature of an issuer's payment obligations—principal and interest Debt securities (other than ‘zero coupon’ or ‘perpetual’ instruments) typically contain undertakings by the issuer to service interest on the outstanding principal and to return that principal amount. In this sense, a debt security resembles a loan: the issuer stands in the position of a borrower and the investor stands in the position of a lender. Nevertheless, there are variations in how interest and principal are delivered under debt securities. The promise to pay interest and to repay principal is legally binding, and a failure to meet either obligation will usually constitute an event of default that makes all amounts outstanding then payable to investors. Payment terms feature several elements, including the method for calculating interest or principal due. Interest may be set at a fixed rate or a floating rate; and principal may be...
This Practice Note sets out what constitutes events of default and explains their use and purpose within debt capital markets transactions in practice. It also outlines some of the typical events of default commonly found in the documentation for an issue of bonds or other debt securities. Events of default Events of default are included in documentation for many forms of term finance—if a specified event of default occurs, the creditor or creditors may require immediate repayment of the debt (acceleration)......
The key regulatory frameworks shaping the debt capital markets in (1) the EU and EEA, and (2) the UK are outlined below. Before Brexit, the UK depended on EU lawmakers for a substantial part of its financial services regime. As a result, the measures listed here are predominantly EU legislative acts, which continued to apply in the UK after IP completion day as retained EU law ( REUL)... From 1 January 2024, any REUL still in effect is termed ‘assimilated law’, pursuant to section 5 of the Retained EU Law ( Revocation and Reform) Act 2023. Over time, assimilated law will be superseded by rules made by the financial services regulators within a framework set by the government and Parliament. For information on the assimilation of REUL, see Practice Note: Assimilated law... Mi FID II/ Mi FIR The principal EU legislation governing the debt capital markets...
This Practice Note sets out, in brief, what conditions precedent are and how they feature in debt capital markets transactions. It also outlines the common conditions precedent typically included in the documentation for an issue of debt securities. What is a condition precedent? In many financings, the agreement recording the commitment to extend funds is executed some time before the date on which money is actually made available. In those circumstances, the obligation to fund is conditional upon certain requirements being fulfilled prior to drawdown. These requirements, known as conditions precedent, are ordinarily satisfied by providing specified documents. For information on conditions precedent in bank lending documentation, see Practice Note: Conditions precedent. Within a debt capital markets transaction, the conditions precedent are set out in the subscription agreement (for a standalone issue) or the programme (or dealer) agreement (for an issue under a...
ARCHIVED: This Practice Note has been archived and is not maintained. During the transition period, the principal EU rules broadly continued to apply for DCM lawyers (see Practice Note: Brexit—impact on finance transactions [ Archived]), but from IP completion day the position alters substantially. This Practice Note sets out a high-level overview of the practical consequences of IP completion day for DCM lawyers and signposts more detailed material. PROSPECTUSES Key EU legislation and Brexit SIs Regulation ( EU) 2017/1129 ( OJ L 168 30.6.2017 p.12) ( EU Prospectus Regulation) Retained Regulation ( EU) 2017/1129 ( UK Prospectus Regulation) The Official Listing of Securities, Prospectus and Transparency ( Amendment etc.) ( EU Exit) Regulations 2019, SI 2019/707; the Prospectus ( Amendment etc.) ( EU Exit) Regulations 2019, SI 2019/1234; and the Financial Services ( Miscellaneous Amendments) ( EU Exit) Regulations 2020, SI 2020/628 What are the key changes in practice from IP...
Ways of providing death-in-service benefits Employers commonly provide their staff with death-in-service benefits (often referred to as 'life assurance' or 'life cover' benefits). This protection is ordinarily limited to employees (hence the term 'death in service', reflecting the label itself), although in certain situations an employer may decide to extend the benefit beyond retirement. Employers can deliver these benefits in three ways: via a dedicated trust-based arrangement that, while registered as a pension scheme for the purposes of Part 4 of the Finance Act 2004 ( FA 2004), provides only death-in-service benefits—such arrangements are frequently known as 'life cover only schemes', 'death-in-service schemes' or 'standalone life assurance schemes', and no other benefits through a registered pension scheme (usually an occupational pension scheme) in which the death-in-service benefits form part of the broader benefit structure of the scheme as a whole. In this type of...
Overview of the types of death in service benefits and their tax treatment Employers can provide three common kinds of death in service protection, often described as ‘life assurance’ or ‘life cover’, by arranging a life policy for their staff who are eligible: the registered group life policy the relevant life policy the excepted group life policy These arrangements share the following common features and conditions: employees eligible for cover must be aged from 16 to 74 inclusive using a discretionary trust will normally prevent any inheritance tax (‘ IHT’) charge arising on an employee’s death premiums paid by the employer are usually deductible for tax premiums are not treated as a taxable benefit in kind for employees The registered group life policy This is a group arrangement that is registered with HMRC under Part 4 of the Finance Act 2004 ( FA...
FORTHCOMING CHANGE: Under the Finance Bill 2025–26, unused pension pots and death benefits will also be treated as part of a deceased member’s estate, bringing them into the inheritance tax ( IHT) net from 6 April 2027. These rules will not cover death-in-service payouts to active employees in relevant employment, nor a dependant’s scheme pension (that is, a DB scheme spouse’s or dependant’s pension). Existing exemptions, including those for spouses and civil partners, will continue to apply unchanged. Responsibility for settling any IHT will rest chiefly with the personal representatives in the first instance. For more detail, consult Practice Note: Inheritance tax and pensions; News Analyses: HMRC— Reforming inheritance tax—unused pension funds and death benefits; HMRC confirms new IHT rules on unused pension funds to apply from 6 April 2027; and HMRC policy paper: Inheritance Tax: unused pension funds and death benefits ( November...
The Serious Fraud Office ( SFO) The Serious Fraud Office ( SFO) was established under section 1 of the Criminal Justice Act 1987 ( CJA 1987) and holds the power to investigate and pursue prosecutions relating to cases of serious or complex fraud and bribery. The Director of the SFO, or any person authorised by the Director, may commence criminal legal proceedings......
This Practice Note sets out the issues a creditor faces when dealing with a trading partner that owes sums or is experiencing financial difficulty or formal insolvency. It highlights contractual and commercial routes, practical debt-recovery measures, and guidance on safeguarding the creditor’s position during an insolvency process. Spotting the warning signs In practice, trade creditors are frequently the last to discover that a company they supply is under financial strain. Assessing whether the reassurance that 'the cheque is in the post' is genuine, or concealing a wider difficulty, is not straightforward. While the published accounts of major listed companies can be accessible and contain extensive information—some mandated and some volunteered—the financial statements within them largely describe historic performance. By contrast, a company’s management accounts are typically the more insightful resource, as they include forward-looking estimates and forecasts of income, expenditure and...
The Divorce, Dissolution and Separation Act 2020 ( DDSA 2020) In force from 6 April 2022, the DDSA 2020 governs cases issued on or after that date, alongside procedural reforms in the amended Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955. Proceedings issued by the court on or after 6 April 2022 are subject to its provisions and to updated procedural requirements. See Practice Note: Introduction to the Divorce, Dissolution and Separation Act 2020 for more detail. Matters lodged with the court on or before 5 April 2022 proceed under the pre- DDSA 2020 regime, whether filed through the digital system or on paper. Those applications are unaffected by commencement of the DDSA 2020 and the resulting procedural amendments. This Practice Note explains the position for proceedings started before 6 April 2022, the winding down of the regional divorce centres, and the...
This Practice Note presents a glossary of frequently used terms for matrimonial and civil partnership proceedings begun after the amendments made by the Divorce, Dissolution and Separation Act 2020 ( DDSA 2020), which took effect on 6 April 2022. DDSA 2020 revised the terminology applied to divorce, dissolution, nullity, and separation. The updated wording, for proceedings issued on or after 6 April 2022, was intended to be clearer for litigants in person and to align with the language used in civil partnership cases. For further guidance, see: Proceedings under the Divorce, Dissolution and Separation Act 2020. Divorce, dissolution and (judicial) separation matters issued by the court on or before 5 April 2022 continue under the pre‑ DDSA 2020 framework and are not affected by these reforms. For material on pre‑6 April 2022 divorces, see: Divorce (pre‑ DDSA...
THIS PRACTICE NOTE APPLIES IN RELATION TO OCCUPATIONAL PENSION SCHEMES For schemes that offer money purchase benefits, the chair must sign an annual governance statement, widely termed the ‘ DC chair’s statement’ (though statute gives it the rather lengthy label ‘annual statement regarding governance’). The legislative and regulatory framework This duty took effect on 6 April 2015 via the Occupational Pension Schemes ( Charges and Governance) Regulations 2015, SI 2015/879 (the Charge and Governance Regulations 2015), inserting the requirement into the Occupational Pension Schemes ( Scheme Administration) Regulations 1996, SI 1996/1715, regs 23 and 26. Sanctions for failing to comply appear in reg 28 of the Charge and Governance Regulations 2015, SI 2015/879—for more detail, see Penalties for non-compliance below. The Pensions Regulator ( TPR) provides guidance on this requirement in the following materials: its General Code of Practice, with emphasis on the section covering the chair’s...
In this Practice Note, the expressions ‘defined benefit’ or ‘ DB benefits’ denote safeguarded benefits for the purposes of section 48 of the Pension Schemes Act 2015 ( PSA 2015). Likewise, ‘defined contribution benefit’ or ‘ DC benefit’ is used for flexible benefits under PSA 2015, s 74. For further detail on safeguarded and flexible benefits, see Practice Note: Flexible benefits vs safeguarded benefits. Relevant trustee considerations When handling DB to DC transfer requests (or DB to DC conversion requests), trustees of DB occupational pension schemes should take account of the following: Compliance with the cash equivalent transfer value regime Trustees must adhere to the statutory rules of the cash equivalent transfer value ( CETV) regime. Those requirements are found in: sections 93–101 of the Pension Schemes Act 1993 ( PSA 1993), which set out the eligibility conditions and the steps to follow the...
The statutory framework The Pensions Act 2004 ( Pe A 2004) brought in a ‘scheme‑specific’ funding approach applying to occupational pension schemes on a defined benefit ( DB) basis. Certain schemes fall outside this regime—for more detail, see: Schemes exempt from the scheme‑specific funding regime, below. The regime took effect on 30 December 2005 and replaced the Minimum Funding Requirement ( MFR), which had proved unreliable as a test of individual schemes’ financial positions. It also implemented in UK law the scheme funding requirements of the IORP Directive 2003/41/ EC on the activities and supervision of institutions for occupational retirement provision (the 2003 IORP Directive, later repealed and recast as Archived Directive ( EU) 2016/2341, Archived IORP II). Note that neither the 2003 IORP Directive nor Archived IORP II form part of UK domestic law, although the UK measures enacting them do. The relevant UK...
FORTHCOMING DEVELOPMENT: At a roundtable in the City of London on 28 January 2025 with leaders of the UK’s largest companies, Prime Minister Keir Starmer and Chancellor Rachel Reeves set out proposals to ease constraints on defined benefit ( DB) pension schemes that have strong surpluses, to release capital for investment in UK firms as part of the Labour government’s broader drive to spur economic growth. The government envisages that, where trustees consent to share a slice of the scheme’s surplus with the employer, the employer could channel these monies into its core operations and/or offer extra benefits to members. The reforms seek to unlock an estimated £160 billion presently sitting in surplus across roughly 75% of schemes. Legislation is proposed to permit all DB schemes to amend their rules to allow surplus extraction, subject to...
The March 2018 White Paper on defined benefit ( DB) pension schemes The March 2018 White Paper highlighted insufficient accountability and uncertainty over what constitutes an effective funding strategy, prompting worries that this might result in weak scheme funding and short-termist investment decisions. In response, the government introduced a package of actions to sharpen clarity, strengthen security and improve the sustainability of DB scheme funding, while keeping the advantages of a flexible, scheme-specific model. The headline reform is to align the scheme funding objective with a long-term funding objective. In keeping with this, the Pensions Regulator’s ( TPR) March 2019 annual funding statement set out TPR’s expectation that DB trustees and employers should agree a long-term funding target. The announced package includes: making legislative reforms through changes to: primary legislation, namely the Pension Schemes Act 2021 ( PSA...
The Pensions Act 2004 funding regime The Pensions Act 2004 ( Pe A 2004), alongside the Occupational Pension Schemes ( Scheme Funding) Regulations 2005, SI 2005/3377 (the Scheme Funding Regulations), established and introduced a new scheme‑specific funding framework applicable to defined benefit ( DB) occupational pension schemes. This framework replaced the discredited Minimum Funding Requirement ( MFR) and came into force on 30 December 2005. From that date it applies to all actuarial valuations as follows: with an effective date on or after 22 September 2005, and received by the trustees on or after 30 December 2005 A core feature of the scheme‑specific funding regime relates to the statutory funding objective, which applies to all relevant DB schemes unless specifically excluded by the Scheme Funding Regulations. In brief, the statutory funding objective requires all applicable DB schemes to hold ‘sufficient and appropriate assets to cover its...
THIS PRACTICE NOTE APPLIES TO SCHEMES THAT WERE CONTRACTED- OUT SALARY- RELATED ( COSR) SCHEMES BEFORE 6 APRIL 2016 To contract out on a salary-related basis ( DB contracting-out), the sponsoring employer was required to possess a contracting-out certificate for the relevant scheme. Where a scheme involved more than one employer, a certificate could, in certain circumstances, be issued to the holding company, with an accompanying schedule identifying the subsidiaries it covered. This was referred to as a holding company contracting-out certificate. For further details, see Obtaining a DB contracting-out certificate before 6 April 2016 [ Archived]— Types of contracting-out certificates. In due course, it might have become necessary to surrender a certificate, for instance: after deciding to contract back into the additional State pension; or following a group reorganisation where the...
Practice Note This Practice Note acts as a concise signpost to the different authorities able to raid organisations, the legal footing that permits such action, and the breadth of their powers. It also summarises the consequences for not meeting their requirements. Practice Notes For fuller detail on each authority, consult these Practice Notes: Dealing with dawn raids by the police—key information Dealing with dawn raids by the Financial Conduct Authority—key information Dealing with dawn raids by the Serious Fraud Office—key information Dealing with dawn raids by HM Revenue & Customs—key information Dealing with dawn raids by the Competition and Markets Authority—key information Dealing with dawn raids by the Health and Safety Executive—key information Dealing with dawn raids by the Information Commissioner’s Office—key information Investigator Basis of authority, powers and penalties Enter Search Seize documents / materials Ask questions Use reasonable force to enter, where necessary Require the occupier to ensure the premises are left...
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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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