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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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This case tracker outlines the present position and latest updates in significant matters of interest to corporate practitioners where judgment was delivered, or is expected, in 2019. It includes notable cases before the High Court, Court of Appeal, the Supreme Court and the Court of Justice of the European Union. It is not intended to serve as a comprehensive catalogue of all cases heard in 2019. The tracker is arranged in two sections: ongoing cases, ie those that are subject to appeal, and recent cases, listed with the most recent first Ongoing cases Case: United Company Rusal plc (a company incorporated in Jersey) v Crispian Investment Ltd (a company incorporated in Cyprus) and another Citation: [2018] EWHC 2415 ( Comm) Next court: Court of Appeal Subject:...
This case tracker presents the current status and the most recent developments in key cases of interest to corporate practitioners where judgment was handed down, or expected to be handed down, in 2018. It includes key matters before the High Court, Court of Appeal, the Supreme Court and the Court of Justice of the European Union. It is not intended to be a fully comprehensive list of 2018 cases. This tracker is divided into two parts as follows: ongoing cases, ie those that are subject to appeal, and recent cases, listed with the most recent first in time Ongoing cases Case: Frederick ( Appellants) v Positive Solutions ( Financial Services) Ltd ( Respondent) Citation: [2018] EWCA Civ 431 Court: Supreme Court ( UKSC 2018/0067) Subject: Tort—vicarious liability of a principal for an...
ARCHIVED: This archived Practice Note outlined key legal developments anticipated to affect corporate solicitors during 2014. It has not been updated since 2014. For new legal developments from January 2018 and beyond see Practice Note: Corporate horizon scanning—2018 and beyond. 2014 January 2014 February 2014 March 2014 April 2014 May 2014 June 2014 July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 January 2014 9 January 2014 — Equity capital markets— NEX Exchange. End of the grace period for issuers to comply with certain rules in the amended NEX Exchange Rules for Issuers. In the first half of 2013, NEX Exchange consulted on proposed changes to the framework of the NEX Exchange Growth Market, including amendments to the NEX Exchange Rules for Issuers and the NEX Exchange...
Articles of association and the joint venture agreement The principal documents required for a corporate joint venture are: the articles of association (articles) of the joint venture company ( JVC); and the joint venture agreement or the shareholders’ agreement ( JVA) Practice varies as to which provisions sit in the articles and which are captured in the JVA. Key differences between the articles and the JVA are outlined in the table below for ease of reference. Differences between the JVA and articles Publicity Articles: A publicly available document that must be filed at Companies House and accessible to the public. Joint venture agreement: The prevailing view is that the JVA need not be registered, provided it does not seek to amend the articles or cover matters for which the Companies Act 2006 requires a special resolution. Accordingly, do not...
Principal documents The key papers required when establishing a corporate joint venture are as follows: the articles of association (the 'articles') of the joint venture company ( JVC); and the joint venture agreement ( JVA) (often, and sometimes also, called a 'shareholders' agreement'). A shareholders' agreement operates under English common law as a commercial contract in nature and is not governed by any distinctive or special legal rules. The expression 'shareholders' agreement' may denote an informal—indeed, even an implied—arrangement between only certain shareholders in a company, as well as a highly detailed agreement regulating, for instance, the formation of a JVC. For a discussion of what is typically covered in the JVA and also in the JVC's articles, see Practice Note: Documenting the corporate joint venture......
This Practice Note pinpoints, from a practical standpoint, the first matters to assess when an intractable dispute arises between parties to a corporate joint venture (a joint venture company, or JVC), whether a 50-50 vehicle or one with majority and minority participants. Such disagreement can produce managerial deadlock within the JVC, activating the prescribed deadlock resolution procedures set out in the joint venture agreement ( JVA). In other instances, the issue may give rise to redress under the Companies Act 2006 ( CA 2006) or, potentially, a broader contractual remedy at common law. Scope of this Practice Note on corporate joint venture disputes Where the joint venture ( JV) relationship is constituted via a JVC, the primary documents to review when tackling any dispute or issue relating to the JVC are the JVA and the JVC’s articles of association. Although the substance of disputes may...
An internal investigation is a formal legal exercise carried out by an organisation, with or without external counsel, to examine and determine facts around a particular allegation, concern or misconduct, and to address any potential irregularities... What sort of events may trigger an investigation? A concern raised internally via a whistleblowing hotline or other channel (whistleblower) A response to a demand from a regulatory or criminal authority Part of due diligence ahead of a merger or acquisition A civil litigation claim An internal or external auditor’s report Media reports An external allegation, for example from a customer or counterparty Why conduct an internal investigation? Internal investigations play a vital role in establishing the factual background of an event or sequence of events in a manner that best safeguards the organisation and its board. The primary objective is to...
The rules that make up the corporate interest restriction ( CIR) are extensive and intricate. To help readers, this Practice Note sets out the meanings of key terms and concepts used across the CIR legislation. Readers are referred to: Practice Note: Corporate interest restriction—quick guide for an introductory guide to the CIR and why it was introduced Practice Note: Corporate interest restriction—the main rules for a detailed look at the main operative provisions of the CIR Practice Note: Corporate interest restriction—administration for the more procedural aspects of the CIR, including the interest restriction return Practice Note: Corporate interest restriction—elections for the different elections that a group can make in their interest restriction return The CIR has applied from 1 April 2017 and the principal rules are contained in Part 10 of the Taxation (...
This Practice Note describes the basic rules which determine how gains and losses arising from a company’s intangible fixed assets ( IFAs) are computed and then brought into account for corporation tax purposes under the corporate intangible assets regime in Part 8 of the Corporation Tax Act 2009 ( CTA 2009) In broad terms, within the corporate intangible assets regime, the tax position of IFAs: is anchored to accounting gains and losses recognised in, or set against, profits in the company’s accounts prepared in accordance with generally accepted accounting principles......
Tax following the accounts The general position under the corporate intangible assets regime in Part 8 of the Corporation Tax Act 2009 ( CTA 2009) is that a company’s gains and losses on intangible fixed assets ( IFAs) are recognised and brought into corporation tax as credits and debits in line with the accounting treatment of those IFAs. In short, accounts prepared in accordance with generally accepted accounting practice ( GAAP) provide the foundation for determining the taxable and relievable items and amounts relating to a company’s IFAs. This is commonly known as ‘tax following the accounts’. There are, however, various exceptions to this overarching approach where the corporate intangible assets provisions require a move away from the accounts, mandating that IFA credits and debits are calculated on a different footing. For broader guidance on the tax treatment of IFAs, see Practice Note: How...
Key provisions of the Act On 25 June 2020, after fewer than 40 days in Parliament, the Corporate Insolvency and Governance Act 2020 ( CIGA 2020) obtained Royal Assent. This legislation, which reforms UK insolvency law, largely commenced on 26 June 2020. CIGA 2020 is aimed at assisting companies and other entities to remain solvent where they encounter financial difficulty due to the coronavirus crisis. Among other matters, CIGA 2020 introduces the following: Introduction of a company moratorium — directors of insolvent companies, or those likely to become insolvent, can obtain a 20 business day moratorium to allow viable businesses time to restructure or seek fresh investment without creditor action (that is, to provide breathing space). The moratorium can also be extended. It is supervised by an insolvency practitioner acting as a ‘monitor’, while directors retain control of day-to-day management (a...
This archived Practice Note outlined the principal legal developments anticipated to influence the corporate governance framework during 2022 and beyond. It has not been revised since 2022. Please feel free to propose matters for inclusion in our horizon scanner via: Knowhow Lawyers Corporate@lexisnexis.co.uk. For a broader overview of significant developments expected to affect corporate lawyers in 2022 and thereafter, see Practice Note: Corporate horizon scanning—2022 and beyond. Mini-index January 2022 February 2022 April 2022 May 2022 June 2022 July 2022 August 2022 October 2022 November 2022 December 2022 No specific date in 2022 2023 and beyond January 2022 1 January 2022 — Climate-related disclosures for issuers of standard listed equity shares and global depositary receipts (excluding standard listed investment entities and shell companies). The FCA confirmed changes to the Listing Rules...
Practice Note summary This Practice Note condenses the principal legal changes anticipated to affect the corporate governance regime in 2023 and thereafter. It is monitored and refreshed during the year. You are welcome to propose topics for our horizon scanner at: Knowhow Lawyers Corporate@lexisnexis.co.uk. For an overview of wider developments likely to influence corporate lawyers in 2023 and beyond, see Practice Note: Corporate horizon scanning—2023 and beyond... Mini-index January 2023 February 2023 May 2023 June 2023 September 2023 December 2023 2024 and beyond January 2023 5 January 2023 — Corporate Sustainability Reporting Directive 2022/2464 takes effect. Application is staged, with the first reporting obligations applying to financial years starting on or after 1 January 2024. The CSRD updates and reinforces the Non- Financial Reporting Directive 2014/95/ EU, which amended the Accounting Directive 2013/34/ EU. The...
Practice Note This Practice Note outlines what a company within DTR 7.2 of the Disclosure Guidance and Transparency Rules ( DTR) must do to include a corporate governance statement in its annual financial report. It also examines the obligations under the UK Listing Rules ( UKLR) and the UK Corporate Governance Code ( UKCG Code) to provide corporate governance disclosures in the annual financial report. A company caught by DTR 7.2 must place a corporate governance statement in its directors’ report (which forms part of the annual financial report) and, where relevant, refer to the corporate governance code to which it is subject or that it has chosen to apply voluntarily. Under the UKLR, companies with equity shares listed in the equity shares (commercial companies) category (also referred to as the commercial companies category) and those with equity shares listed in the...
The corporate governance framework The UK Corporate Governance Code ( UKCG Code) is the leading framework for corporate governance in the UK. Under the Listing Rules and the Disclosure Guidance and Transparency Rules ( DTRs), the UKCG Code applies to UK and overseas companies with a premium listing of equity shares. It does not extend to a company admitted to trading on AIM (an AIM company). For further details on the UKCG Code, see Practice Note: The UK Corporate Governance Code......
This Practice Note offers guidance for the commercial practitioner on identifying when a company is encountering significant financial distress. It also condenses the key matters to prioritise to steady the business whilst evaluating the options available to the company, and outlines considerations for a business trading with a company in financial difficulty... Establishing serious financial difficulty Signals can usually be detected in a company’s financial statements and management accounts, as well as in communications with major suppliers and debt providers (eg banks, supplier statutory demands, etc). If the board fails to deal with these indicators, they will, in most cases, result in a value‑destroying formal insolvency of the company... Warning signs heightened competition causing loss of key customers and tighter margins an outmoded business model due to technological advances or shifts in customer demand/revenue channels weak cash...
This Practice Note summarises key UK legislative, regulatory and voluntary best practice resources on corporate social responsibility ( CSR), environmental, social and governance ( ESG), human rights reporting and related company initiatives. It also highlights core EU regimes that require sustainability and ESG disclosures. ESG and sustainability collection We have curated an ESG and sustainability collection to assist practitioners advising organisations on ESG and sustainability, bringing together content from several Lexis+® UK Practice Areas (subscription required). For more details, see: ESG and sustainability collection. Board briefing notes We have additionally prepared briefing notes for the board of a quoted company and for the board of an unquoted company (including an AIM company), summarising the key environmental reporting duties applicable to the business: Board briefing note—environmental reporting—quoted companies Board briefing note—environmental reporting—unquoted companies Defining CSR and ESG Corporate social responsibility ( CSR)—also called corporate...
What is this guidance for? This guidance supports legal professionals in assessing environmental policies for regulatory conformity, risk control, and embedding sustainability. It sets out a structured method to test whether policies accord with legal obligations, sector benchmarks, and global environmental frameworks, highlighting gaps, confirming adherence to best practice, and mitigating legal exposure in environmental governance. The review centres on judging a policy’s legal adequacy, consistency with international agreements, and its capacity to tackle priority issues including emissions reduction, responsible resource use, and climate resilience. Its purpose is to help practitioners ensure policies satisfy compliance duties, deliver corporate sustainability promises, and meet stakeholder expectations. Designed for environmental lawyers, in‑house counsel, and compliance officers who draft, scrutinise, and advise on such documents, this tool offers a practical route through the intricate legal terrain of environmental regulation and sustainability obligations that often underpin an...
ARCHIVED: This Practice Note is archived and is not maintained. The Legal Aid, Sentencing and Punishment of Offenders Act 2012 ( LASPO 2012) took effect on 1 October 2012 and dramatically altered the ability of an acquitted, privately funded defendant to recover the expenditure of mounting their defence. These reforms markedly narrowed the scope for reimbursement where individuals had paid privately. The shift provoked concern among solicitors, many of whom considered the policy both unfair and unwarranted. In turn, the Law Society issued guidance titled Defence Costs Orders, outlining practitioners’ obligation to tell clients about the new approach to defence costs. These changes affected acquitted defendants who privately funded their defence. What has changed? After LASPO 2012, Sch 7, came into force, the Prosecution of Offenders Act 1985 ( POA 1985) was amended. As a result, legal costs—including fees, charges and expert witness costs—can no longer be...
This Practice Note outlines how a corporate crime matter moves through the criminal courts in England and Wales, from the initial investigation through to prosecution, trial, sentencing and appeal. It signposts the principal stages of investigation and prosecution, explains how liability is attributed to corporate bodies, sets out procedure before the magistrates’ court and the Crown Court, notes the availability of Deferred Prosecution Agreements ( DPAs), and summarises the approach to sentencing corporate offenders. It will help junior lawyers and new starters become familiar with the progression of a corporate crime case. Corporate criminal liability A corporate crime case differs in important respects from one involving an individual defendant. For an overview of the life of a criminal case in England and Wales, see Practice Note: The life of a criminal case. A corporate body (such as a company) is a separate legal person and can be...
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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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