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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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ARCHIVED: This archived Practice Note is no longer being updated. It monitored the Bill’s journey through Parliament until enactment, drawing out notable milestones and documents, including published amendments, that were material to the legislation’s progression. It is kept for historical reference. The Criminal Finances Bill ( CFB) finished its parliamentary stages and obtained Royal Assent on 27 April 2017. The Criminal Finances Act 2017 ( CFA 2017) introduced substantial revisions to the Proceeds of Crime Act 2002 ( POCA 2002) and other statutes, including the Terrorism Act 2000 ( TA 2000); these allow enforcement bodies to more effectively pursue and seize criminal proceeds and terrorist financing. It also created corporate criminal liability for failing to prevent the facilitation of tax evasion and brought in other offences linked to the power to make unexplained wealth orders ( UWOs). The Act further widened the powers...
From 30 September 2017, the Criminal Finances Act 2017 ( CFA 2017) created a corporate offence for failing to stop the facilitation of tax evasion. Government guidance outlines what it expects from compliance arrangements. This Practice Note draws on the final form of the legislation and the accompanying guidance. That guidance should be interpreted and implemented proportionately, using a risk-based approach. In doing so, you should reflect the size, profile and complexity of your organisation. A small entity and a large multinational may reasonably apply the principles quite differently: measures that suit a low-risk small business could be wholly inadequate for a large enterprise in a high-risk sector. The Law Society has likewise issued CFA 2017 guidance for law firms, approved by the Chancellor on 21 November 2018. The Law Society states that the Chancellor regards its guidance as aligned with the...
The Criminal Finances Act 2017 ( CFA 2017) brought in a corporate offence for failing to prevent the facilitation of tax evasion, taking effect on 30 September 2017. The government has also published guidance outlining its expectations for compliance arrangements. This Practice Note is informed by the final legislation and the guidance. That guidance should be applied in a proportionate, risk-based manner, reflecting the size, nature and complexity of your organisation. A small entity and a large multinational may adopt the principles in very different ways: what is reasonable for a small business in a low-risk environment may be entirely unreasonable for a large enterprise operating in a high-risk context... The offences There are two possible offences, depending on whether the evaded tax is due in the UK or in another jurisdiction. Each offence involves three essential stages, all of which must be present for...
The Criminal Finances Act 2017 ( CFA 2017) The CFA 2017 created a corporate offence for failing to prevent the facilitation of tax evasion, taking effect on 30 September 2017. The government has published guidance detailing its expectations for compliance systems, and this Practice Note reflects both the legislation and that guidance. The guidance should be applied proportionately and on a risk-led basis, taking into account the size, nature and complexity of your organisation. Smaller organisations in low-risk sectors may reasonably adopt more modest measures. Large multinational businesses operating in high-risk areas may need far more robust controls. The government accepts that a proportionate, risk-based approach cannot deliver a zero-failure regime. Where you can show that reasonable prevention procedures are in place to identify and mitigate risks of facilitating tax evasion, prosecution is unlikely because you will be able to rely on a...
The Criminal Finances Act 2017 ( CFA 2017) created a corporate offence for failing to prevent the facilitation of tax evasion, effective from 30 September 2017. Government guidance sets out what it expects from compliance arrangements. This Practice Note draws on the final legislation and that guidance... That guidance should be applied proportionately and on a risk basis, taking into account the size, nature and complexity of your organisation. A small entity and a large multinational may adopt the principles in very different ways: what is reasonable for a low‑risk small business could be wholly unreasonable for a high‑risk large business... The Law Society has also issued Criminal Finances Act 2017 guidance for law firms, approved by the Chancellor on 21 November 2018. According to the Law Society, the Chancellor considers its guidance consistent with the Government guidance for the corporate offences of failing to...
Part 19 of the Criminal Procedure Rules 2025 ( Crim PR 2025), SI 2025/909, prescribes how expert evidence is to be introduced in criminal cases. The Crim PR ought to be read alongside chapter 7 of the Criminal Practice Directions. In combination, these provisions intensify scrutiny of the reliability and admissibility of expert opinion and identify the matters and information to be addressed when commissioning expert reports. For guidance on the admissibility of expert material, the obligations on experts, and the procedure for introducing expert evidence in criminal proceedings, see Practice Note: Expert evidence in criminal proceedings. Content of experts' reports Given the need to comply with Crim PR 2025, SI 2025/909, practitioners are well advised to build the following requirements into any letter of instruction to an expert in criminal proceedings so as to comply with Crim PR 2025, SI 2025/909, r...
The general prohibition under FSMA 2000 The general prohibition sits at the centre of the UK regulatory framework, anchoring the regime. In essence, anyone delivering financial services must hold the appropriate authorisations and permissions to conduct business lawfully, before continuing such activities. Under the UK financial services regime, firms must assess whether approval is required from various authorities and recognise the notion of PRA-regulated activity as part of that assessment. In principle, this creates wider room for firms to inadvertently breach the need to be authorised and to lack the requisite Part 4A permissions in place. In practice, though, a large share of enforcement targets firms and individuals who likely never intended to seek authorisation, eg boiler rooms, share scams, deposit frauds, and ponzi schemes (all variants of fraud in different forms). For further details, see What are regulated...
This new starter guide outlines how a criminal matter moves through the courts in England and Wales, beginning with the investigation and continuing through each forum to sentencing and appeal. It highlights the crucial stages of investigation and prosecution, sets out case progression, trials and sentencing in the magistrates’ courts and Crown Courts, and sketches the route of appeal, with signposts to related content for deeper reading. This Practice Note is designed to help junior lawyers and new starters gain confidence with criminal procedure. For the journey of a corporate crime case, see Practice Note: The life of a corporate crime case. Initial investigation During an investigation, a suspect might be arrested and questioned, or invited to attend a voluntary interview. See Practice Note: Is an arrest necessary? Investigators may take a range of measures, including: taking fingerprints and other samples; ...
This Practice Note addresses applications for permission to appeal and notices of appeal lodged on or after 2 December 2024, which fall under the Supreme Court Rules 2024 ( SCR 2024), SI 2024/949, together with the Supreme Court Practice Directions ( SCR PD). For guidance on the Supreme Court Rules applicable to appeals progressing before 2 December 2024, or where the permission application or notice of appeal was submitted prior to that date, consult the following Practice Notes: Supreme Court—permission to appeal—appeals pre-2 December 2024 [ Archived] Supreme Court—completing an application for permission or notice of appeal and how to respond—appeals pre-2 December 2024 [ Archived] Supreme Court—starting and managing the appeal—appeals pre-2 December 2024 Statutory basis of appeal to the Supreme Court The United Kingdom Supreme Court ( UKSC) was created by Part 3 of the...
Acquiring authorities frequently dispose of land obtained through compulsory purchase. This often follows their role in assembling the interests required to enable a scheme, after which, once the compulsory purchase order ( CPO) is implemented, the land is passed to a developer to deliver the project. Sometimes, however, land taken via a CPO later proves surplus to requirements. In those circumstances, an acquiring authority may wish to, or be obliged to, dispose of the land. The Crichel Down Rules require that, in certain situations, surplus government land acquired by, or under the threat of, compulsion is offered back to former owners, their successors, or to sitting tenants. The Rules are non‑statutory, although, as noted below, the courts expect compliance where they apply. In England, the Crichel Down Rules are set out in the Ministry of Housing, Communities and Local Government guidance on ‘’ (the...
C- Retail Limited (within the Superdry group) made a successful application for a Part 26A restructuring plan ( RP), with both a convening hearing in May 2024 followed thereafter by a sanction hearing in June 2024. The key points are set out below (capitalised terms not otherwise defined take the meanings given in the convening and sanction judgments). This Deal Debrief forms part of the Restructuring plans collection. For deeper analysis of the 2024 RP metrics and insights from practitioners in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2024. Name of plan company C- Retail Limited (part of the Superdry group) (the Company); the Company is a wholly owned subsidiary of Superdry PLC, which holds the group’s UK leasehold portfolio from which the Group runs its UK store retail business......
This Practice Note provides an overview of the process of making a rights issue in CREST It does not attempt to introduce CREST or uncertificated securities, nor does it offer practical steps for transferring shares through CREST. For guidance on those topics, including a summary of key terms, refer to Practice Note: CREST and uncertificated shares—an introduction. For a synopsis of how various shareholder and company actions are carried out within CREST, see Practice Note: CREST—shareholder and general corporate actions. For a guide to conducting an open offer in CREST, consult Practice Note: CREST—open offers. For how to accept a takeover offer via CREST, see Practice Note: CREST—takeover offers. The general mechanics of undertaking a rights issue fall outside the remit of this Practice Note. It addresses solely the aspects that differ, or merit specific comment, where a rights issue is...
This Practice Note sets out an introduction to, and overview of, CREST, covering: what CREST is and the idea of uncertificated securities the legal framework the advantages of CREST and what companies must do to allow their securities to be held in CREST how uncertificated securities are held and transferred within CREST, and a brief introduction to the concept of depository interests It does not address how various shareholder and corporate actions are undertaken in CREST, nor practical guidance on the CREST processes around shareholder voting on resolutions, alterations of share capital, dividends, open offers, rights issues and takeovers. What is CREST? CREST is a central securities depository, run by Euroclear UK & International Limited ( Euroclear), for the holding and transfer of dematerialised securities. It supplies core infrastructure for the electronic holding, transfer and related servicing of (or...
This Practice Note outlines the impact of a creditors’ voluntary liquidation ( CVL) on: the company the company’s officers the company’s members the company’s employees legal proceedings The effect on the company From the date the resolution to wind up is passed, the company must halt its business, except to the extent continuation is needed for a beneficial winding-up. However, the company’s corporate status and powers persist until dissolution, regardless of anything inconsistent in its articles. Consequently, in a voluntary liquidation the liquidator must act in the company’s name unless the Insolvency Act 1986 or the Insolvency ( England and Wales) Rules 2016 ( SI 2016/1024) specifically empower them to act personally. Shares in a company that has entered voluntary liquidation cannot be transferred without the liquidator’s sanction, and any change in the members’ status made after the...
The procedure enabling an insolvent company to be voluntarily wound up is known as a creditors’ voluntary liquidation ( CVL). In a CVL, the board initiates matters by convening a general meeting at which members decide on a resolution to place the company into liquidation. This route is commonly regarded as the alternative to a compulsory winding up by the court on a petition brought against the company, most often by a creditor, rather than through formal court proceedings......
The Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024 introduced an updated framework for decision-making across all insolvency procedures from 6 April 2017. The detailed rules governing decision-making are contained in IR 2016, SI 2016/1024, Pt 15. The prescribed decision procedures There are five decision procedures through which a trustee in bankruptcy (trustee) may obtain a decision from a bankrupt’s creditors under section 379ZA of the Insolvency Act 1986 ( IA 1986), namely: correspondence electronic voting virtual meeting physical meeting any other decision-making procedure which enables equal participation by all creditors Seeking a decision without a meeting Correspondence If a decision is sought by correspondence, creditors will only be able to accept or reject the proposal. Electronic voting This mirrors correspondence in that creditors will only be able to accept or reject the proposed decision. Where electronic voting is to be...
Bankruptcy in England and Wales Bankruptcy in England and Wales refers to the position where an individual is adjudged insolvent and required to enter a formal procedure by which the assets forming their bankruptcy estate are realised for the benefit of creditors. A prescribed process must be followed before either the court (for creditors’ bankruptcy petitions) or the adjudicator (for debtors’ bankruptcy applications) can make a bankruptcy order. Failure to adhere to the correct process may lead the court or adjudicator to refuse to make the bankruptcy order. For further reading on the bankruptcy process, see: Bankruptcy—overview Practice Note: Creditors' bankruptcy petitions—grounds and documents required for presentation Practice Note: How to effect service of a creditor’s bankruptcy petition on the debtor and what happens if service cannot be effected Practice Note: Bankruptcy...
Formal creditors' committees in formal insolvencies (administration, liquidation, receivership and bankruptcy) In sizeable or intricate formal insolvencies, a formal creditors’ committee is commonly established and the relevant office holder will often consult it on significant matters, using it as a practical sounding board throughout the case. These committees tend to be formed where complexity or scale makes structured creditor input particularly valuable. Committees typically comprise three to five members, usually drawn from those creditors with the largest exposure to the company and, accordingly, the greatest interest in how the insolvency is conducted. Their composition reflects the creditors most engaged in the progress of the proceedings. Each member has a single vote, and an odd number of members is generally selected to avoid stalemates in voting. Members can usually reclaim their reasonable costs of attending creditors’ meetings. The committee’s main attention is often on the...
This Practice Note reviews creditor requests arising in administration, liquidation and bankruptcy where an office-holder is asked either to obtain a decision on a specific issue or to commence a decision procedure to consider their removal from office. It does not address requests by creditors for a decision to be taken at a physical meeting rather than by deemed consent or another qualifying decision route; that subject is covered in Practice Note: The decision-making procedures and deemed consent. Requisition of decision A ‘requisitioned decision’ refers to: a request made to the official receiver ( OR) by creditors holding one quarter in value of the company’s debts, requiring the OR to invite nominations for a person to act as liquidator in place of the OR a request to a liquidator from creditors representing one tenth in value of the company’s debts to seek a...
Creditor decisions within formal insolvency processes are needed for numerous purposes, such as appointing an office-holder and meeting statutory obligations. The Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024 introduce an updated framework for decision-making across all insolvency procedures. The detailed rules on how decisions are made appear in IR 2016, SI 2016/1024, Pt 15. The most notable shift in the decision regime, and the one that has most affected insolvency practitioners ( IPs), is that face-to-face meetings are no longer the principal way to engage with creditors. Instead, a deemed consent route and qualifying decision procedures are deployed as alternatives to a physical meeting in the first instance. For further reading and background, see Practice Note: The decision-making procedures and deemed consent. This Practice note concentrates in particular on creditor voting and decisions concerning the...
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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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