Legal Practice Notes

The Family Procedure Rules 2010 and Court of Protection Rules 2017 ( Amendment) ( EU Exit) Regulations 2019, SI 2019/517 SI 2019/517 brought in revisions that stripped out provisions in the Family Procedure Rules 2010 ( FPR 2010) (and the Court of Protection Rules 2017) concerning powers, procedures and orders derived from EU instruments, or international agreements that had ceased to apply or be available where those measures or agreements were revoked by the European Union ( Withdrawal) Act 2018 ( EU( W) A 2018), or by statutory instruments made under EU( W) A 2018. Knock‑on amendments were also made to the Practice Directions underpinning FPR 2010; see LNB News 07/01/2021 76 and How FPR 2010 is amended. This Practice Note sets out the objective of SI 2019/517 and the relevant EU law, alongside the transitional and saving regimes, including in relation to...

The Debt Respite Scheme ( Breathing Space Moratorium and Mental Health Crisis Moratorium) ( England and Wales) Regulations 2020, SI 2020/1311 (the Regulations) took effect on 4 May 2021. Under these Regulations, a person who satisfies the relevant eligibility tests may, through a debt advice provider, seek either a breathing space moratorium or, if receiving mental health crisis treatment, a mental health crisis moratorium. In both situations, a moratorium limits creditor enforcement and pauses interest, fees and charges on any qualifying debt covered by it. A moratorium is not an end in itself; rather, it grants someone with problem debt the time to obtain professional debt advice and develop a longer-term strategy to resolve their financial difficulties. The route to obtaining either a breathing space moratorium or a mental health crisis moratorium is broadly the same. This Practice Note...

A fixed-term lease can include a mechanism allowing the parties, or just one of them, to end the tenancy before the stated expiry. This is commonly called a break option or break clause. Prospective tenants frequently decline to enter a lease from the outset unless they are granted the ability to exit early. Landlords typically consent, albeit hesitantly, to such a break (often timed to coincide with a rent review) in order to secure the deal or letting, while hoping the tenant will not use it, or that the attempt will fail on a procedural point about notice timing or for not meeting conditions tied to its exercise. Who may exercise the break? Where the lease does not specify who can operate the break option, either party may do so, because the lease is a bilateral contract. In day-to-day practice, most leases spell out clearly...

Guiding a trustee alleged to have breached trust is challenging, as the boundary between a complete defence and asking the court to excuse a clear breach is a fine one. There are several options available to the practitioner. Acting honestly and reasonably—section 61 of Trustee Act 1925 This provision is especially valuable to the lay trustee; it can assist the professional trustee too, though convincing the court to exercise its discretion in their favour is generally tougher. As often observed: ‘a remunerated trustee is expected to display a higher standard of diligence and knowledge than an unpaid trustee.’ The section indicates that if it appears to the court that a trustee, whether appointed by the court or otherwise, is or may be personally liable for a breach of trust—whether the alleged transaction pre‑ or post‑dates the Act’s...

The duty of care The initial task is to confirm that a common law duty of care arises between the parties. After that, the claimant must establish a breach of that duty, ie the defendant’s behaviour fell short of the required standard of care. While expert opinion can be commissioned, the existence of a duty is most often treated as a factual question. For further guidance, see the following Practice Notes: Duty of care in personal injury claims Duty of care and breach in clinical negligence claims The reasonable person test When deciding whether the duty has been broken, the court typically applies the reasonable person test, ie what a reasonable person would have done, refrained from doing, or anticipated, in the circumstances of the specific incident. What the court regards as reasonable conduct will depend on the particular facts......

This Practice Note explains the procedure to be followed when a breach of a deferred prosecution agreement ( DPA) is suspected and the consequences of proving a breach for the organisation and the prosecutor. This Practice Note outlines the steps to take when a suspected breach of a deferred prosecution agreement ( DPA) arises, and the implications of establishing a breach for both the organisation and the prosecuting authority. The statutory framework governing situations where a prosecutor considers an organisation may have breached a DPA is found in paragraph 9 of Schedule 17, Part 1 to the Crime and Courts Act 2013 ( CCA 2013). Under CCA 2013, Sch 17 Pt 1, para 9(1), if the prosecutor believes the organisation has not adhered to the terms of the DPA, they may apply to the Crown Court for a...

This Practice Note explores how state immunity intersects with arbitration proceedings in Brazil. For a general introduction to state immunity and arbitration, see Practice Note: State immunity and arbitration—general considerations. For materials on state immunity across multiple jurisdictions worldwide (including England and Wales), refer to our ‘ State immunity’ subtopic: State immunity and arbitration—overview. It also examines exceptions to absolute state immunity and waiver of immunity, both in general terms and as they arise in international arbitration... Concept of state immunity in Brazil State immunity is a customary rule of international law. Grounded in the equality of states, it embodies non-interference and respect for sovereignty. It holds that one state may not sit in judgment on another, as equals do not wield authority over each other. As a default position, this immunity shields a foreign state—including its governmental bodies, companies and...

This table sets out every concluded inquiry conducted by Botswana’s competition regulator—the Competition and Consumer Authority ( CCA)—regarding suspected cartels, anti-competitive deals, and exploitations of market dominance from 2018 onwards. Note it lists only those probes that have been publicly disclosed......

Note—to check whether notification thresholds in Bosnia and Herzegovina and worldwide are satisfied, see Where to Notify 1. Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Bosnia and Herzegovina? In August 2020, the Competition Council ( Konkurencijsko vijeće, Competition Council) set up a working group to draft amendments to the Law on Competition 2005 ( Competition Law 2005). Nevertheless, no amendments have been enacted to date, and there is currently no publicly disclosed timetable for legislative changes. Beyond this, there have been no notable recent developments within the regime, and no particular ‘hot’ merger control issues have surfaced in practice 2. Under the law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the...

Bond trustees’ discretionary powers and bondholders’ consent This Practice Note outlines the scope of a bond trustee’s discretion, including circumstances where they may alter bond terms or waive breaches without first obtaining bondholder approval. It also explains the rationale for convening bondholder meetings, how such meetings are arranged and conducted, and the various forms of bondholder resolution. Bond trustees’ discretionary powers Under the trust deed, bond trustees are vested with a range of discretionary authorities. These include power to amend the bond terms without bondholder consent where, in the trustee’s judgement and subject to specified exceptions, the proposed changes are: not materially prejudicial to the interests of bondholders to remedy a manifest or proven error formal, minor or technical in character Nevertheless, trustees rarely exercise this power where the amendments are material. For proposals that are substantive or significant, the trustee will usually seek...

Updated in November 2025 Introduction This Practice Note outlines essential points a company should weigh before starting operations in Bolivia. In the 1990s, Bolivia—much like many nations—pursued a broad programme to privatise state enterprises and certain public services, introducing complementary legislation that encouraged significant foreign investment. This was especially evident across hydrocarbons, telecoms, railways, electricity, water provision and, to a lesser degree, mining. The new century began with public pushback and social unrest against these measures. In Cochabamba, privatising the water system alongside notable tariff rises sparked the so-called 'water war'. Civil and political opposition culminated in the cancellation of the concession held by a group of foreign investors. This, in turn, led to an international arbitration claim that was ultimately settled. A comparable episode followed with the water utility in the main city of La Paz. Resistance to...

Note—to check whether notification thresholds in Bolivia and worldwide are currently triggered, please consult Where to Notify. 1. Have there been any recent developments regarding the Bolivian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Bolivia? Bolivia lacks a cross‑cutting merger control statute; instead, merger oversight exists within regulated industries, including energy, telecommunications, hydrocarbons, banking, insurance and securities. Across most of the last twenty years, regulators in these fields have been afforded very wide, often discretionary, competences, resulting in merger control obligations that differ markedly from one sector to another. After close to two decades of dominant executive and legislative control by an administration aligned with typical Latin American left‑wing platforms, forecasts for the next presidential race suggest a potential change in the political landscape over the coming year. There appears to be a...

STOP PRESS From 24 February 2025, the core provisions of the Procurement Act 2023 ( PA 2023) have come into effect. Any procurement launched on or after that date must follow PA 2023, whereas those started under the prior regime must continue to be run and overseen under that framework. Earlier legislation includes: Public Contracts Regulations 2015 Utilities Contracts Regulations 2016 Concession Contracts Regulations 2016 Defence and Security Public Contracts Regulations 2011 The Cabinet Office has also refreshed its standard contract document collections, templates and guidance for the government’s Model Services Contract, Mid- Tier Contract and Short Form Contract. These updated materials were released to coincide with the PA 2023 ‘go-live’ on 24 February 2025. This Practice Note will be revised shortly to reflect these changes. In the meantime, see News Analysis: Procurement Act 2023 ‘go live’—what happens next?, and...

What is a boiler room fraud? Boiler rooms describe intense, high-pressure sales set-ups. The concept is that the selling floor mimics the heat of a boiler room, with callers using aggressive techniques to stir, coax and pressurise people into handing over funds for supposed investments. The labels ‘boiler room fraud’ or ‘boiler room scam’ refer to a specific form of deception carried out through such operations. Put simply, it is a fraud conducted via distance selling, telemarketing or telesales, where targets are pushed into purchasing products or investments on a false basis. They incite and cajole investors, exploiting remote selling to separate them from their money under false pretences. In many cases, the consideration given exceeds any value received. What is bought is commonly worthless, or worth far less than the price paid. Those working inside the boiler room frequently rely on...

Observing good practice in relation to the role, responsibilities, composition and evaluation of a company’s board of directors and its directors’ committees is an important aspect of corporate governance At the heart of the UK’s governance framework sits the UK Corporate Governance Code (the UKCG Code). The Financial Reporting Council ( FRC) oversees the Code and issues accompanying guidance. Under specified UK Listing Rules ( UKLRs), issuers with equity shares admitted to the equity shares (commercial companies) category, or to the closed-ended investment funds category, are required to apply the Code’s principles and either comply with each provision or explain non-compliance in their annual report and accounts. This must be set out in the annual report and accounts, identifying any departures and the reasons given. In practice, this is the familiar comply-or-explain model used across UK listings today. Beyond this, numerous other...

ARCHIVED: This archived guidance, from July 2017, was produced by The Chartered Governance Institute (formerly known as ICSA: The...

This Practice Note explores the processes by which directors call board meetings under model articles for private companies limited by shares and for public companies limited by shares ( Model Articles). It addresses issuing notice, what notices must contain, and who may attend and be present at board meetings. It reviews corporate governance expectations in the UK Corporate Governance ( UKCG) Code. For guidance on the scope of directors’ power and authority to take decisions, whether acting as the full board or through a committee, the duties directors must weigh when deciding, and group company decision-making, see Practice Note: Directors’ decision-making—power, authority and duties. For material on boardroom conduct, including the chair’s role, quorum and voting rules, disclosure of interests in dealings, consideration of board packs and discussion, see Practice Note: Directors’...

This Practice Note outlines the board evaluation process, covering what it entails, why it is undertaken, common issues and pitfalls, and the relevant requirements and guidance... The regulatory framework UK Corporate Governance Code The UK Corporate Governance Code ( UKCG Code), issued and overseen by the Financial Reporting Council ( FRC), sets the benchmark for good governance of companies with a listing of equity shares in the equity shares (commercial companies) category, whether incorporated in the UK or elsewhere, and includes a number of recommendations on the board evaluation process... The FRC’s Corporate Governance Code Guidance accompanies the UKCG Code. For general information on its application, aims and provisions, see Practice Note: The UK Corporate Governance Code... The UKCG Code advises premium listed companies to conduct a formal, rigorous annual review of the board, its committees, the chair and individual...

Issues on the use of discretion in EMI share options This topic has drawn attention in recent years, seemingly after reports that at least one law firm received a ‘rogue response’ from a junior at HMRC’s Employee Share Schemes Unit ( ESSU). The query asked HMRC to confirm that tax relief could apply where shares were acquired on an early exercise of Enterprise Management Incentives ( EMI) options, using a board discretion expressly included in the option terms, triggered by a corporate event that did not otherwise give optionholders a right to exercise. HMRC apparently indicated that, in those circumstances, the early share acquisition would attract income tax relief as an acquisition under an EMI option. By contrast, there were accounts of HMRC stating that deploying discretion to amend performance-based vesting conditions destroyed the options’ EMI-qualifying status. Any such...

Issued in May 2022, guidance was prepared by The Chartered Governance Institute ( CGI), previously known as ICSA: The Governance Institute, to...