Legal Practice Notes

In addition to the guiding principles on contract interpretation articulated by Lord Hoffmann in ICS (refer to Practice Note: Contract interpretation—the guiding principles), further interpretative rules have been developed to assist with construing contracts. The starting point is the parol evidence rule, which limits the admissibility of extrinsic material as a means of adding to, altering or contradicting a written bargain. For related guidance on questions of admissibility, refer to the following Practice Notes: Contract interpretation—admissibility of surrounding documents Contract interpretation—admissibility of pre-contractual negotiations and statements Parol evidence rule—what is it? The parol evidence rule provides that, where the parties have executed a signed agreement, it is generally not permissible to introduce external evidence to: demonstrate what the parties intended when entering into that agreement ( Prenn v Simmonds) contradict, vary or add to the terms of the written...

A UK trade mark Section 1 of the Trade Marks Act 1994 ( TMA 1994) describes a UK trade mark as any sign that is capable: of being represented on the register in a way that enables the registrar, other competent authorities and the public to determine, clearly and precisely, the subject matter of the protection granted to the proprietor; and of distinguishing the goods or services of one undertaking from those of other undertakings. TMA 1994, s 1 also notes that a trade mark may, in particular, comprise words (including personal names), designs, letters, numerals, colours, sounds, or the shape of goods or their packaging. The definition in TMA 1994, s 1 is drawn from Article 3 of Directive ( EU) 2015/2436, which was brought into UK law on 14 January 2019 by the Trade Marks Regulations 2018, SI...

Houses in multiple occupation ( HMO) licensing Responsibility for licensing HMOs rests with the local housing authority ( LHA) for the area where the HMO is situated. This Practice Note sets out who must apply for a licence, identifies the relevant persons for service of notice, explains who counts as a fit and proper person, and outlines the procedure on application, grant, refusal or renewal. It also details the conditions to be met by the proposed licence holder, the licence fee, and how long the licence will last. Licensing by the LHA is mandatory under Part 2 of the Housing Act 2004 ( HA 2004) for HMOs that fall within the prescribed description. Discretionary schemes are available through additional licensing of HMOs under Part 2, and selective licensing of other privately rented housing under Part 3, in areas designated by the LHA. In England, new...

Practice Note: Loan relationships—the main tax rules As discussed in more detail in Practice Note: Loan relationships—the main tax rules, the starting point is that a company brings into account credits and debits (in broad terms, profits and losses) from its loan relationships for corporation tax purposes under the loan relationships regime by reference to its accounting profit and loss, as disclosed in the company’s relevant accounts prepared in accordance with generally accepted accounting practice ( GAAP). Put another way, GAAP-compliant accounts provide the framework for identifying whether taxable amounts exist, their measurement, and the timing with which they are recognised for corporation tax in relation to loan relationships. This is often captured by the phrase ‘tax follows the accounts’. The legislative provisions for taxing loan relationships sit chiefly in Part 5 of the Corporation Tax Act 2009 ( CTA 2009, ss...

Exemption from SDLT can be claimed for land transactions between bodies corporate which are members of the same group for SDLT purposes at the effective date (generally, completion) of their intra-group land transaction. For more information, see the following Practice Notes: SDLT group relief SDLT—meaning of group With effect from 1 April 2015, SDLT stopped applying to land transactions that concern any interests in or over land in Scotland. From that day, such transactions are within land and buildings transaction tax ( LBTT), subject to transitional rules. Accordingly, any references in this Practice Note to ‘ UK land’, or similar wording in the context of SDLT, should be read as excluding interests in or over land in Scotland from 1 April 2015. For further details, see the LBTT subtopic. SDLT also ceased to apply to any land transaction involving any interest in or over land in Wales from 1...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: From 2027, stamp duty and SDRT will be brought together into a single, self-assessed charge on securities—the securities transfer charge ( STC)—which will be paid and reported via a new online portal. The STC’s key features are expected to broadly align with the proposals consulted on in 2023. Finance Bill 2026 contains an enabling power commencing on Royal Assent to make secondary legislation that will allow taxpayers to pilot the digital service. This will permit self-assessment of stamp taxes on securities liabilities and electronic reporting of transactions through the digital platform. For more 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 modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares...

This Practice Note examines the service of documents under the Companies Act 2006 ( CA 2006) as an alternative to serving under Part 6 of the Civil Procedure Rules ( CPR 6). It outlines what qualifies as a service address and explains how the Act’s provisions operate for service on a company ( CA 2006, s 1139) and on directors, the company secretary and others ( CA 2006, s 1140). It also addresses service on overseas companies, and on limited liability partnerships via the Limited Liability Partnerships ( Application of Companies Act 2006) Regulations 2009, SI 2009/1804, which modify CA 2006. Practical consideration: the CA 2006 service provisions apply regardless of the purpose of the document—that is, whether it relates to the director’s office or to the associated company—as confirmed in Key Homes Bradford v Patel...

This Practice Note offers guidance on interpreting and applying the relevant CPR provisions. Depending on the forum, you may need to consider additional requirements—see: Court specific guidance. It addresses the transfer of civil proceedings under CPR 30, including the factors the court will consider when deciding to move a case. Wherever possible, proceedings should start in the appropriate court. For details on the correct forum for issuing a civil claim, and the applicable monetary thresholds, see Practice Note: Where to start a civil claim. Nonetheless, there are occasions when a claim should be moved to another court after issue. Rules governing transfer CPR 30 and the associated practice direction, CPR PD 30, set out the procedure for transferring civil proceedings. A transfer may occur automatically, on application by a party, or on the court’s own initiative. The court may direct a transfer between: County Court...

Guide to Judicial Conduct The Guide to Judicial Conduct (the Guide) addresses the bias or impartiality of judicial office holders. It is intended to assist such office holders with matters of conduct, but is not a code and, save where stated, does not set rules. Rather, it sets out core principles to help judicial office holders reach their own decisions. As explained in the Guide, the decision in Locabail ( UK) Ltd v Bayfield Properties Ltd gives authoritative guidance on impartiality and is frequently cited in cases considering bias. The Guide also provides that, where circumstances could prompt an allegation of bias, or an appearance of bias, they should, if possible, be disclosed to the parties well before the hearing. Legal test and principles applicable to recusal Parties are entitled to expect their dispute will be decided by a fair and independent court or...

Schemes of arrangement—definition and basis in statute A scheme of arrangement is a court-approved compromise between a company and its creditors or members. It can encompass matters that those parties could not otherwise settle by agreement alone, enabling a binding outcome without needing 100% backing from every interested party. Schemes are governed by sections 895–901 of the Companies Act 2006 ( CA 2006), with near-identical provisions having existed in company law for well over a century. Although CA 2006 does not set out a prescriptive, step-by-step mechanism, it outlines the process indirectly by stipulating the criteria the court must consider before sanctioning a scheme ( Re Rodenstock). Electronic filing is mandatory across all jurisdictions housed within the Rolls Building, including the Insolvency and Companies List (formerly the Bankruptcy and Companies Courts of the Chancery Division). Accordingly, all issuings and filings must be completed online via the CE- File...

The purpose of a bankruptcy order is two-fold: first, it secures the bankrupt’s estate for the benefit of the creditors so it can be realised and shared among them by way of a dividend secondly, it facilitates the bankrupt’s rehabilitation by releasing them from their debts (with certain exceptions), which then fall solely upon the bankruptcy estate To supervise this policy effectively—and to ensure fairness to creditors—the trustee in bankruptcy (trustee) is granted wide investigative powers and, where needed, may set aside antecedent transactions that have prejudiced creditors. This Practice Note outlines what follows once a bankruptcy order is made, its principal effects, the duration of bankruptcy, the bankrupt’s discharge from bankruptcy, and the circumstances that might justify further sanctions against the bankrupt. This Practice Note does not cover the trustee’s powers and duties, or how the trustee will administer the bankruptcy estate......

This Practice Note addresses ‘traditional’ occupational stress claims, clarifies what amounts to occupational stress, and considers claims under the Protection from Harassment Act 1997 ( PHA 1997). See also Practice Note: Occupational stress—establishing liability. ‘ Traditional’ occupational stress claims These matters concern situations where a claimant has sustained a distinct psychiatric injury arising from pressures encountered at work. ‘ Occupational stress’ is a descriptor of the context in which the psychiatric illness has arisen; it does not denote any specific diagnosis. It serves as context rather than a clinical classification. Any recognised psychiatric condition that has foreseeably emerged due to workplace stresses may, in principle, ground an occupational stress claim. Accordingly, liability rests on recognised psychiatric harm arising from workplace pressures. Where a claimant is experiencing occupational stress (ie stress at work) and lacks a recognisable psychiatric injury, no claim of this sort lies. See...

Practice Note This Practice Note addresses and explains how a guardian’s appointment can be terminated, whether by revocation or by disclaimer. It outlines the different ways in which a parent, guardian or special guardian of a child may cancel or revoke the appointment of a guardian. In addition, it explains the formal right of an appointee to disclaim and refuse an appointment as guardian that has been made by a parent, guardian or special guardian of a child......

This Practice Note sets out which applications are to be brought under the Family Procedure Rules 2010 ( FPR 2010), SI 2010/2955, Pt 18, and indicates when that mechanism does not apply. The Pt 18 route can be used when an application is issued during extant proceedings; to commence proceedings save where the rules stipulate another course; and in relation to proceedings that have already concluded. The general provisions of FPR 2010, SI 2010/2955, provide guidance on the procedures, processes and forms for specified categories of proceedings including, inter alia, applications for matrimonial and civil partnership orders, applications for financial remedies, applications for occupation orders and non-molestation orders, applications for a forced marriage protection order, and applications concerning children; for other applications made within family proceedings, guidance is contained in Parts 18 and 19. FPR 2010, SI 2010/2955, Pt 18, together with FPR 2010, PD 18A,...

Under section 7 of the Health and Safety at Work etc Act 1974 ( HSWA 1974), every worker has a duty, while at work, to exercise reasonable care for their own health and safety and that of others who might be impacted by what they do or fail to do. Where the law places obligations on an employer to protect health and safety, employees must co-operate with their employer so the employer can fulfil those statutory responsibilities. For guidance on employers’ duties to safeguard the health, safety and welfare of staff and third parties, see Practice Notes: Safety and the risk to safety under the Health and Safety at Work Act 1974, Failure to carry out health and safety duties under HSWA 1974—offences, Directors’ duties for health and safety and Health and safety law and the...

A limited company can repurchase its own shares, provided it satisfies the specific requirements set out in the Companies Act 2006 ( CA 2006). This is also called a share buyback, or a purchase of its own shares. In addition to the provisions of the CA 2006, there are additional rules and guidance that are relevant and applicable to a listed company or an AIM company that intends to buy back its own shares. The CA 2006 restrictions on share buybacks do not apply to unlimited companies. For more detail on this kind of company, see Practice Note: Unlimited companies. For an overview and summary of the process for undertaking a share buyback, see Practice Note: How to carry out a share buyback. For further analysis of the legal framework governing a share buyback, together with the reasons a company might proceed, see...

Statute governs the allotment and issue of shares, and the applicable statutory provisions differ depending on the nature of the company proposing the allotment and on whether it has a single class of shares or several classes. In each case, the relevant statutory regime must be identified by reference to company type and share class structure... For detailed guidance on allotments by particular company types, see the following Practice Notes: Allotment and issue of shares—private companies with one class of shares Allotment and issue of shares—private companies with more than one class of share and public unlisted companies Allotment and issue of shares—listed companies Any additional rules, regulations and guidance that apply to a listed company, an AIM company, or a company with securities admitted to any market operated by the Aquis Stock Exchange fall outside the scope of this Practice...

There are two principal routes to acquire a business: buying its assets or buying its shares. These approaches are intrinsically distinct and call for markedly different procedures and paperwork. Nature of the transaction Why an asset purchase? Through an asset deal, the buyer selects only the assets and specific liabilities it wants and explicitly agrees to take on. On completion, title to those assets and responsibility for those assumed liabilities pass to the buyer, while any unwanted assets and, crucially, liabilities remain with the seller. This gives the purchaser significant flexibility to cherry-pick and largely sidestep the danger of inheriting liabilities it does not want. By contrast, a share deal transfers ownership of the company that operates the target business. Except where the company’s contracts contain ‘change of control’ clauses, its entire undertaking - assets, agreements, rights and obligations - stays with the company, allowing it to trade on with...

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The latest framework governing public offers of securities and admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), alongside the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). Both the UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These changes aim to streamline capital raising and materially cut the instances when a company must publish an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the changes see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in force prior to 19 January 2026......

Registration can have an important effect on the priority of competing security interests. In broad terms, there are two principal methods for recording security interests: registration against the specific asset that is charged, and registration against the entity granting the security This Practice Note focuses on the first method, where the secured asset is an aircraft entered on the UK register. For guidance on how registration against other categories of asset influences the priority of security interests, see the following Practice Notes: Effect of registering security at HM Land Registry/ Land Charges Department on priority of security interests Effect of registering security on the UK Ship Register on priority of security interests Effect of registering security at IP registries on priority of security interests As for the second method, where the security provider is a company formed and registered under the Companies Act 2006, registration against that entity is carried out at...