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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 Practice Note sets out the statutory framework in the Companies Act 2006 ( CA 2006) and related legislation covering how an auditor’s report must be filed, circulated and made public. For guidance on when an auditor’s report is required and what it should contain, see Practice Note: When to audit company accounts and the content of the auditor’s report. Additional regimes may govern audit obligations for a listed company, an AIM company, or an entity with securities admitted to the AQSE Main Market, AQSE Growth Market or AQSE Trading (previously NEX Exchange Main Board, NEX Exchange Growth Market and NEX Exchange Secondary Market); however, those lie beyond this Practice Note. Signing the auditor’s report The report must show the auditor’s name and bear a signature and date. If the auditor is an individual, that person must sign. If the auditor is a firm, the senior...
Background This Practice Note sets out the statutory framework under the Companies Act 2006 ( CA 2006) on removing or resigning an auditor, for financial years commencing on or after 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), which took effect on 1 October 2015, brought in a series of changes regarding auditors, including provisions covering an auditor’s removal or resignation. Those provisions apply to financial years beginning on or after 1 October 2015. For details of the statutory regime for financial years starting before 1 October 2015, see the archived Practice Note: —financial years beginning before 1 October 2015 [ Archived]. Beyond the statutory rules, additional requirements on the removal or resignation of an auditor may apply to a listed company, an AIM company, or a company with securities listed on the AQSE Main Market or AQSE...
Background This Practice Note outlines the statutory requirements in the Companies Act 2006 ( CA 2006) and other legislation that apply when a company fails to re-appoint an auditor. Section 18 and Schedule 5 of the Deregulation Act 2015, from 1 October 2015, introduced amendments relating to auditors, including provisions addressing a company’s failure to re-appoint an auditor. These provisions apply to financial years beginning on or after 1 October 2015. For information on the statutory regime for financial years commencing before 1 October 2015, see the archived Practice Note —financial years beginning before 1 October 2015 [ Archived]. For those earlier periods, the position is explained in that archived guidance. Further rules concerning the removal and resignation of an auditor may apply to a listed company, an AIM company, or a company with securities admitted to the AQSE Main Market or AQSE Growth Market...
Background There are statutory provisions on the notices and statements that must be given on an auditor ceasing to hold office. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), which came into force on 1 October 2015, introduced a number of changes in relation to auditors, which include the statutory provisions dealing with the notices and statements required on an auditor ceasing to hold office. The amendments have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, DA 2015 amended the Companies Act 2006 ( CA 2006) to make a distinction between public interest companies and non-public interest companies (each being treated slightly differently), rather than the distinction between quoted companies and unquoted companies (again, each being treated...
ARCHIVED : This archived Practice Note concerns a statement made by the auditor of a quoted company on vacating office for a financial year starting before 1 October 2015; see also the archived Practice Note: Audit authority and accounting authority notifications on an auditor ceasing to hold office—financial years beginning before 1 October 2015—quoted company [ Archived]. Section 18 and Schedule 5 of the Deregulation Act 2015 ( DA 2015), effective from 1 October 2015, introduced several revisions relating to auditors, including the statutory rules on the notices and statements required when an auditor leaves office. These revisions apply to financial years commencing on or after 1 October 2015. For the purposes of the required notices and statements on an auditor’s departure, the DA 2015 amended the Companies Act 2006 ( CA 2006) to differentiate between public interest companies and non-public interest...
STOP PRESS: A new version of the UK Corporate Governance Code ( UKCG Code) was published on 22 January 2024 (2024 UKCG Code). It introduces only limited amendments to the current UKCG Code, first released in 2018 (the 2018 UKCG Code). The 2024 UKCG Code takes effect for accounting periods starting on or after 1 January 2025, except Provision 29, concerning the requirement for a board declaration on internal controls, which applies to accounting periods commencing on or after 1 January 2026. In parallel, the supplementary best practice guidance to the 2018 UKCG Code has been unified into a single digital source to sit alongside the 2024 UKCG Code. For further details, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note sets out the principal provisions in Section 4 ( Audit, risk and internal control) of the UK...
Where a company or LLP prepares annual accounts for a financial year, an audit is required unless an exemption applies... Audit exemption for micro-entities A company or LLP that meets the micro-entity criteria may rely on the audit exemption in sections 477–479 of the Companies Act 2006 ( CA 2006), provided the relevant conditions are satisfied. For details of how a company or LLP qualifies as a micro-entity, see Practice Notes: The micro-entities regime and The micro-entities regime for LLPs... Audit exemption for small companies or LLPs A company or LLP that meets specified conditions may be exempt from auditing its individual accounts for a financial year. The relevant conditions are that: it qualifies as a small company or LLP in relation to that financial year (for details of how a company or LLP qualifies as small, see Practice Notes: The small companies regime and The small LLPs...
The UK Corporate Governance Code ( UKCG Code), issued and overseen by the Financial Reporting Council ( FRC), is the yardstick for effective governance of companies with equity shares listed in the equity shares (commercial companies) category. The UKCG Code requires these companies to create an audit committee and sets out recommendations covering its make-up, remit and duties. This Practice Note explores those obligations alongside other regulatory provisions and recognised best practice. For commentary, guidance, analysis and materials on the audit committee aspects of the UKCG Code, see Resource Note: UK Corporate Governance Code— Section 4— Audit, risk and internal control. Composition of the audit committee Role of the audit committee Responsibilities of the audit committee Regulatory framework UK Corporate Governance Code The UKCG Code applies to companies with a listing of equity shares in the equity shares...
Practice Note All regulated law practices and practitioners are required to behave in a manner that promotes equality, diversity and inclusion. This goes beyond mere compliance with legal and regulatory duties. Quite simply, it is the ethically correct approach. Additionally, it can build public trust in the legal sector and deliver advantages for your firm’s commercial performance. The Solicitors Regulation Authority ( SRA) expects you to act proactively and take proportionate steps to foster a diverse workforce across every level of your firm. This Practice Note shares guidance for firms on drawing in diverse talent to join them. It explores what is meant by diverse talent, varied methods for recruiting such talent, the value of employer branding, and where responsibility for attracting diverse talent should sit. Further material on particular elements of diversity and inclusion ( D& I) is available in Practice Notes: ...
What is an attestation? The Financial Conduct Authority ( FCA) and the Prudential Regulation Authority ( PRA) can seek an attestation from a firm when they are worried about, or looking into, an actual or possible breach of regulatory obligations. In essence, an attestation is the regulator asking a named individual within a regulated business—typically a manager who also holds a Senior Manager function—to give a signed written statement confirming the firm’s compliance with particular regulatory requirements affecting a defined part of the business. The FCA also employs attestations as part of day-to-day supervision; for example, every firm must annually attest that the details held on the Financial Services Register are correct (see Practice Note: The Financial Services Register). The PRA likewise uses attestations routinely, generally via standardised forms, while noting that it may require attestations addressing compliance with specific rules on an ad hoc...
This Practice Note considers the position regarding the diligence of attachment in Scotland This note addresses how attachment operates within Scottish diligence, setting out the relevant position and context. For further guidance: on other types of diligence in Scottish civil procedure, consult Practice Note: Enforcement in Scottish civil litigation, which in turn connects to detailed guidance on a number of forms of diligence available in Scotland on the counterpart in England and Wales, see Introduction to enforcement—overview, which provides a general outline and links to more detailed guidance on various aspects of domestic enforcement in England and Wales on cross-border enforcement, refer to Practice Note: Cross-border enforcement—a guide for dispute resolution practitioners, which offers an overview and signposts more detailed guidance on multiple aspects of cross-border enforcement This Practice Note does not address land attachment or residual attachment; for those, see...
Atento UK Limited and Atento Luxco 1 sought approval for two Part 26A restructuring plans ( RPs), with a convening hearing in October 2023 and a sanction hearing in November 2023. The principal takeaways are set out below (capitalised terms not defined here have the meanings given in the convening and sanction judgments). This deal debrief sits within our Restructuring plans collection. For a list of deal debriefs from 2020 to the present, see Practice Note: Part 26A restructuring plan deal debriefs. For a detailed review of key metrics from the RPs submitted in 2023, together with commentary from leading figures in the restructuring community, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [ Archived]. Name of plan company Atento UK Limited ( Atento UK) and Atento Luxco 1 (the Issuer) (together, the Plan...
ARCHIVED : This Practice Note has been archived and is not maintained. Finance Act 2013 ( FA 2013) brought in the annual tax on enveloped dwellings ( ATED) as one element of a wider set of reforms designed to discourage the indirect holding of high-value UK residential property—for example through a company—in order to avoid or lessen taxes such as stamp duty land tax ( SDLT) on a later sale of the property. For further information on ATED, see Practice Note: ATED—the basics. Within the same package, FA 2013 expanded the capital gains tax ( CGT) regime by imposing a CGT charge on disposals on or after 6 April 2013 of property interests that fall within ATED’s scope by non-natural persons ( NNPs), whether resident in the UK or non-resident. This Practice Note outlines the CGT charge on gains connected with ATED...
What is After-the- Event insurance? In litigation, the losing side is usually ordered to meet part of the winner’s legal costs (known as adverse costs). This creates particular difficulties for insolvency practitioners ( IPs) who, when pursuing claims, face potential cost exposure and, without creditors’ consent, often have little or no practical recourse to the insolvent estate to satisfy any adverse costs liability. After-the- Event ( ATE) insurance exists to address this risk: if an IP advances a claim that ultimately fails, the ATE insurer will pay the adverse costs as a claim under the policy, normally up to a fixed limit and subject to the policy’s terms and conditions. What will ATE insurance cover? The primary role of ATE insurance is to insure against adverse costs. Cover can also be taken for the risk of not recovering one’s own...
This practice note reviews assured and short assured tenancies in Scotland created between 2 January 1989 and 30 November 2017. What is an assured tenancy? The assured tenancy framework formally began in Scotland on 2 January 1989. As a statutory creation in law, the primary starting point for any issues or interpretation relating to such tenancies is therefore the Housing ( Scotland) Act 1988 ( H( S) A 1988). It is important to recognise and remember that, since 1 December 2017, no new assured or short assured tenancies can be brought into existence......
Assisting or encouraging suicide since 1st February 2010 Section 1 of the Suicide Act 1961 ( SA 1961) repealed the crime of suicide. Nonetheless, inciting or aiding another person’s suicide remains an offence under the law. Amendments to SA 1961, introduced by section 59 and Schedule 2 of the Coroners and Justice Act 2009, took effect on 1 February 2010 and apply solely to conduct occurring on or after that date. Although the wording of SA 1961, s 2 was substantially revised, the scope of the law is entirely unchanged and wholly intact......
Background to the regulation of assisting in the administration and performance of insurance contracts Under section 19 of the Financial Services and Markets Act 2000 ( FSMA 2000), individuals and firms are prohibited from undertaking regulated activities in the UK unless they are authorised or otherwise exempt; this is referred to as the general prohibition. For details on the general prohibition and how it applies territorially, see the Practice Notes: The general prohibition and implications of its breach and Territorial scope of the general prohibition. ‘ Regulated activities’ are described as including specified activities carried on by way of business that concern ‘specified investments’, or any property to which the specified activity applies. For these purposes, ‘specified’ means designated by HM Treasury. The Financial Services and Markets Act 2000 ( Regulated Activities) Order 2001 ( SI 2001/544) ( RAO) lists the...
This Practice Note addresses witness privilege and confidentiality when a foreign court seeks the assistance of the courts of England and Wales ( English courts) to secure evidence for use in the foreign proceedings. The statutory provisions on privilege are contained in the Evidence ( Proceedings in Other Jurisdictions) Act 1975 ( E( POJ) A 1975). This Practice Note should be read alongside Practice Note: Cross border evidence—foreign court request for assistance. For guidance on privilege and confidentiality issues that may arise in English court proceedings regarding the use of evidence obtained in another jurisdiction (which fall outside the scope of this Practice Note), see Practice Note: Legal professional privilege in civil proceedings— Legal advice privilege—whose law determines? Privilege—general considerations The Act gives the term ‘evidence’ a wide ambit. As set out in E( POJ) A 1975, s 3(4):...
Why is assistance in collection needed? The context is a long-standing rule of international law: courts in one country will not enforce the penal or revenue laws of another. This is termed the ‘revenue rule’. It is also identified as Dicey Rule 3, as it first appeared as Rule 3 in Dicey and Morris on the Conflict of Laws, and now features as Rule 20 in Dicey, Morris and Collins on the Conflict of Laws. The fundamental reason for the revenue rule is that a foreign state is not permitted to exercise sovereign authority within the borders of a different state. In short, the revenue rule prohibits: courts or tax officials from aiding the collection of taxes for another state, and a state from commencing proceedings in a foreign court to recover taxes due to it The extensive reach of the revenue rule has prompted the...
This Practice Note considers the scope, nature and operation of assimilated law (previously ‘retained EU law’) in relation to the UK’s tax regime after 1 January 2024, being the commencement date for the key provisions of the Retained EU Law ( Revocation and Reform) Act 2023 ( REUL( RR) A 2023). This Practice Note does not address the EU’s State aid rules at all. For information on State aid and tax, see Practice Note: State aid law and corporate taxation instead. For further details on the rules that applied immediately from the end of the Brexit implementation period ( IP) at 11pm on 31 December 2020, then see the Practice Note: Retained EU law and tax. This Practice Note does cover general principles concerning assimilated law and VAT in outline. However, separate rules apply to the VAT treatment of goods moving into and out of...
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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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