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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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What is a ROCTMA? In the UK, Renewables Obligation Certificates ( ROCs) are traded bilaterally, and there is no mandatory template for such transactions. Nevertheless, the ROC Trading Master Agreement ( ROCTMA) has become the recognised standard form for documenting bilateral ROC sale and purchase arrangements, and is widely used by renewable electricity generators, electricity suppliers and ROC traders. A copy of the ROCTMA, published in March 2005 by the Futures and Options Association (now known as the FIA, which originally stood for Futures Industry Association), is available to the public on the FIA website under Renewables Obligation Certificate Trading Master Agreement. Although the Renewables Obligation has closed to new projects, ROCs will continue to be issued until a fixed price certificate ( FPC) scheme is introduced, which is anticipated to launch on 1 April 2027 (see government consultation: Transition from the Renewables...
Practice Note This Practice Note introduces employment lawyers to the due diligence exercise in which they act as advisers to a seller or a buyer before a share acquisition in a private limited company, or the purchase of a business and its assets (the target). It explains the aims of due diligence and how a typical review is run, covering auction sales and exceptions-only or high-level diligence, the interplay with disclosure, further aspects of auction processes, use of data rooms, timetables, and reporting. It also outlines the employment adviser’s responsibilities within the workflow, the categories of information commonly requested, and distils the key issues that a buyer’s or seller’s employment lawyer should assess carefully at the outset......
Overview of the Supply Contract The Supply Contract, known as the ‘ SC’, forms part of the NEC3 and NEC4 suites of contracts (see Practice Note: NEC contracts—introduction). Most construction practitioners are more familiar with the NEC3/ NEC4 Engineering and Construction Contract ( EEC); however, where an employer intends to purchase goods or plant and material in relation to a project, the NEC3/ NEC4 Supply Contract can also be included as part of the documentation for that project. The Supply Contract may equally be used on a standalone basis to buy goods when a significant level of management control is required; but—as with any contract—it should be considered carefully to ensure its terms do not conflict with any other non‑ NEC contracts used in relation to the same project. It is designed for the purchase of high‑value goods together with related...
For a solicitor representing clients who acquire and exploit minerals, the priority in law is who owns those minerals and the liberty to extract them. From the standpoint of a general property practitioner, the central concerns are whether distinct ownership of minerals might compromise support for the ground and any buildings above, and whether recompense is due for any resulting damage in respect of the operations involved in working them and extraction. What are mines and minerals?......
This Practice Note sets out a solicitor’s entitlements to recover remuneration, including issuing proceedings to obtain payment of a bill and exercising proprietary rights over documents and/or monies secured through their instrumentality. For ease, references to the Solicitors Act 1974 are abbreviated to SA 1974 in this Practice Note. Can a solicitor recover fees? A solicitor’s ability to recoup costs and disbursements turns on the terms of the retainer with the client, because the client is liable to their instructed solicitors for sums incurred under that agreement. If a client does not settle costs and disbursements, the solicitor may commence proceedings to recover their fees, but any claim to recover costs must comply with SA 1974, s 69. For further guidance, see: Suing for recovery of costs. Reserved legal activities In Mazur v Charles Russell Speechlys LLP (2026), the Court of Appeal determined that an...
FORTHCOMING CHANGE : The Trusts and Succession ( Scotland) Act 2024 obtained Royal Assent on 30 January 2024, representing the first overhaul of Scottish trusts law in more than a century since the Trusts ( Scotland) Act 1921. The trusts elements will only commence once Scottish Ministers make the necessary secondary legislation to bring them into force, while certain succession provisions took effect on 30 April 2024. A summary of the key reforms aimed at modernising the framework appears in News Analysis: Trusts and Succession ( Scotland) Bill passed. Practice Notes covering Scottish trusts and succession topics will be updated further to align with this new legislation. What is a discretionary trust? A discretionary trust or discretionary settlement arises where a person—or persons—(traditionally termed the truster or trusters in Scots law, though the English terminology of ‘settlor(s)’ is becoming more commonly adopted) transfers or settles...
Politically exposed person ( PEP) status Individuals who have, or have held, political standing, or who occupy, or have occupied, public office, can present an elevated money laundering risk to firms because their role may leave them vulnerable and exposed to corruption. This exposure also covers their immediate family members and known close associates. While holding politically exposed person ( PEP) status does not, of course, implicate people or organisations, it does place the client or beneficial owner within a higher risk bracket. You must carry out enhanced due diligence ( EDD) steps and enhanced ongoing monitoring where you conclude that the client or prospective client is a PEP, or a relative or known close associate of a PEP. When this threshold is met, undertaking EDD is compulsory, though you may adopt a risk-based approach when deciding the type and breadth of EDD...
This Practice Note sets out a summary of the regulatory fees and levies that authorised firms in the UK must pay to support the upkeep of the regulatory system. Why and how are fees and levies imposed? As independent bodies, the Financial Conduct Authority ( FCA) and the Prudential Regulatory Authority ( PRA) do not obtain any funding whatsoever from the government. Each regulator is authorised to levy charges on the regulated community to finance their ongoing work. These regulatory fees supply the FCA and PRA with the financial resources required to discharge their statutory responsibilities under the Financial Services and Markets Act 2000 ( FSMA 2000). Fees are assessed against a framework of 'fee-blocks', with each block corresponding to a distinct segment of the financial services industry. This model promotes consistency across the wider regulated population. Authorised firms may fall within multiple fee blocks and will be...
Defences and exceptions to infringement of EUTMs An EU trade mark ( EUTM) is a single registration that covers every EU Member State. For more on the EUTM regime, see Practice Notes: EU trade marks ( EUTMs) and EU trade marks—legislation. Holding an EUTM grants the proprietor the exclusive right to bar others from using the same or a similar mark in the EU without consent. A trade mark owner can bring infringement proceedings for unauthorised use; for details, see Practice Note: Trade mark infringement— EU. To keep competition in the market place open and fair, there are various defences and exceptions to infringement. This Practice Note examines how these apply to EUTMs. In particular, it addresses: limitations on the effects of an EUTM exhaustion of the rights conferred by an EUTM the intervening right of the proprietor of a...
This Practice Note reviews the Commercial Property Standard Enquiries ( CPSEs) and the Solicitor’s Completion Requirements ( SCRs), and sets them in context. It covers: direct links to the CPSEs and the SCRs themselves a concise overview of how and when CPSEs are used in a transaction links to template replies to CPSE 1 to CPSE 7, and a draft covering letter to the seller enclosing those replies guidance on the principal issues arising under CPSE 1, with links to related materials It also signposts related content. For guidance on the standard residential pre-contract enquiries, see Practice Note: Residential property—enquiries before contract. Background to the CPSEs and SCRs The CPSEs and the SCRs are a set of documents produced by members of the Property Support Lawyers Group and endorsed by the British Property Federation. The CPSEs provide enquiries before contract for common transactions, alongside the SCRs. They are the...
Although foundations are commonly linked with Liechtenstein, they also exist across numerous other jurisdictions, including Austria, Switzerland, Panama, St Kitts, Seychelles, Nevis, Anguilla, Malta and the Netherlands Antilles. In recent years, various common law jurisdictions have introduced foundation statutes, among them Jersey, Guernsey, the Bahamas and the Isle of Man. For an overview of foundations, covering key features and applications, see Practice Note: Private foundations—a summary. General characterisation of foundations Where a foundation exhibits features of more than one English law entity, it is essential to determine the English law entity that most closely mirrors the foundation. This approach was endorsed by the Court of Appeal in Memec plc v IRC, in which the question arose as to whether a German silent partnership ought to be treated, for UK tax purposes, as a partnership. In performing the...
This Practice Note sets side by side and contrasts the attributes of the two most widely and frequently used deal structures for acquiring a UK public limited company (or any company subject to the City Code on Takeovers and Mergers ( Code), referred to as the Code), namely takeover offers and schemes of arrangement, and explores the principal distinctions between them. This Practice Note also contains a summary table: Key advantages and disadvantages of offers and schemes; for a fuller discussion of the pros and cons, from an offeror’s viewpoint, of completing a takeover via a scheme of arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages. Offers and schemes There are two core routes to carry out a takeover of a UK public company: by means of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 ( CA 2006) by...
FORTHCOMING CHANGE relating to the tax treatment of carried interest: Following a call for evidence on the taxation of carried interest conducted over summer 2024, the government used Autumn Budget 2024 to set out a redesigned regime from 6 April 2026. This will be embedded within the income tax system, with tailored rules acknowledging the distinctive nature of the reward. A consultation then examined possible new qualifying conditions for entry to the regime, with the government’s response issued in June 2025. Draft legislation for the new carried interest regime was published on 21 July 2025 for inclusion in Finance Bill 2026. The provisions will apply to carried interest arising on or after 6 April 2026. This was all confirmed at the 26 November 2025 Budget, which also noted amendments to the draft to reflect stakeholder feedback. In the interim, ahead of...
A limited company may retain, or otherwise transact in, its own shares that it has repurchased in accordance with the Companies Act 2006 ( CA 2006), provided the specific conditions set out in CA 2006 are satisfied. These repurchased shares are described as being held in treasury, or as the company’s treasury shares. Alongside the CA 2006 provisions on share buybacks, additional rules and guidance apply where a listed company or an AIM company proposes to acquire its own shares (for the purposes of this Practice Note, references to a listed company mean a company with a listing of equity shares in the equity shares (commercial companies) category). In particular, a listed company must take account of the UK Listing Rules ( UKLRs) and the Disclosure Guidance and Transparency Rules ( DTRs)... An AIM company must also have regard to the AIM Rules for...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT will be replaced by a single, self‑assessed tax on securities—the securities transfer charge ( STC)—which will be paid and filed through a new online portal. The design of the STC will largely align with the proposals consulted on in 2023. Finance Bill 2026 ( FB 2026) confers a power, commencing on Royal Assent, to make secondary legislation enabling taxpayers to test the digital service by self‑assessing their stamp taxes on securities and submitting transactions electronically. For further information on the programme to modernise 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...
The single justice procedure The single justice procedure came into force on 13 April 2015. Its core provisions sit in sections 16A–16F of the Magistrates’ Courts Act 1980 ( MCA 1980), supported by the Criminal Procedure Rules 2025 ( Crim PR 2025), SI 2025/909. It is designed to handle high-volume, low-level crime more efficiently, removing the need for parties to attend a hearing. Since 7 November 2023, defendants facing specified summary-only, non-imprisonable offences have been able to choose an automatic online conviction and penalty under MCA 1980, ss 16G–16M. This approach is described as the ‘automatic online conviction and penalty for certain summary offences’ and is intended to ease the continuing court backlog by allowing defendants in low-level cases to plead guilty and receive penalties without appearing in court. The definitive list of offences eligible for the automatic online conviction service will be set by a...
Certificated shares Company shares may exist in certificated or uncertificated form. Private companies and public companies that are not listed commonly hold shares with certificates, whereas shares in listed entities and AIM companies are generally maintained without certificates. This Practice Note addresses the legal framework and procedures for share certificates, which apply solely to certificated holdings. Shares are treated as certificated where both of the following apply: the company has produced a paper share certificate for the relevant shares, and the shareholder’s name appears in the company’s register of members An individual becomes a member only if they have consented to become one and their name has been entered in the register of members. Under the Companies Act 2006 ( CA 2006), every company limited by shares must maintain a register of members. That register must state each member’s name and address, the date they...
Share buybacks (purchase of own shares) A limited company can repurchase its own shares, provided the conditions in the Companies Act 2006 ( CA 2006) are satisfied. This is commonly described as a share buyback or a purchase of own shares. Alongside CA 2006, other regimes are relevant where the company is listed or on AIM. In particular, a listed company must consider the Listing Rules ( LRs) and the Disclosure Guidance and Transparency Rules ( DTRs). An AIM company must consider the AIM Rules for Companies ( AIM Rules); however, those rules do not expressly address share buybacks, and AIM Regulation has confirmed that, in most situations, an AIM company following the LRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both listed and AIM companies may follow guidance issued by...
The framework for execution of documents under Scots law is set out in the Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) and the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule: contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) the creation, transfer, variation or termination of a real right in land an agreement between...
Courts have concluded that case law on schemes is equally relevant to restructuring plans on certain matters (see Re Pizza Express (convening) and Re Virgin Atlantic), including lock-up arrangements and consent fees, albeit different considerations may arise where cross-class cramdown ( CCCD) is invoked. For a fuller review of key metrics from RPs filed in 2024—such as the quantum of any consent fee—and commentary from leading figures in the restructuring sphere, see News Analysis: Market Insights Trend Report—trends in Part 26A restructuring plans in 2024... Timing In most instances, there is unlikely to be a class issue where a company advancing a scheme or restructuring plan enters into an agreement with creditors to vote in favour of it (ie a lock-up agreement) (see Re Telewest Communications) or secures an irrevocable undertaking to approve it (see Re Vietnam Shipbuilding Industry Group) in return for a fee,...
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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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