Legal Practice Notes

A structured product is a hybrid investment that can vary in complexity, combining two or more distinct components, such as debt securities and derivatives (including swaps, futures and options). For each component, the rules applicable to that type on a standalone basis should be assessed, alongside requirements that apply specifically to structured products. This Practice Note outlines the key EU regimes that: govern debt securities and derivatives in general; are of particular relevance to structured products; and address securitisations and covered bonds... Structured products involving debt securities For structured products that include debt securities, see Practice Note: EU and UK regulation of the debt capital markets—one minute guide. It covers: Markets in Financial Instruments Directive 2014/65/ EU ( Mi FID II) and Markets in Financial Instruments Regulation ( EU) No 600/2014 ( EU Mi FIR) Regulation ( EU) 2017/1129 ( EU...

What is estoppel? The core idea of estoppel is that, where one person ( A) has led another ( B) to act in reliance on a particular state of affairs, A is barred from retracting the words or behaviour that prompted B to act on that particular footing, provided specified conditions are met. In those circumstances, A is estopped (that is, stopped) from resiling from, or disputing, the existence of that state of affairs. The essence of any plea of estoppel is, indeed, the question of whether it would be unjust for a party to depart from a position previously accepted by, or presented to, another party. At times, the court will generally simply determine whether an estoppel has arisen, without necessarily identifying the variety concerned. In the particular setting of construction projects, and as illustrated by the examples in this Practice Note, the types of...

Judicial enforcement of EU law Alongside the enforcement tools available to EU institutions via the EU infringement procedure—such as referring matters to the Court of Justice of the European Union—there exist a number of judge-made principles, devised by the Court of Justice of the European Union, to secure the application of EU law within Member States. Put differently, when EU law is not observed, individuals have access to remedies. These principles, which fall within what is commonly termed the judicial enforcement of EU law, are: direct effect indirect effect state liability Their evolution occurred chiefly through the preliminary ruling mechanism, a framework through which national courts of the Member States co-operate and engage in dialogue with the Court of Justice of the European Union so as to achieve a harmonised interpretation of EU law. For further reading, see Practice Note:...

Employees’ responsibilities do not need to be spelt out in their employment contracts. A contract need only set out the job title or a short outline of the work expected. Few contracts extend beyond this statutory baseline, since employers typically seek room to vary the tasks they can ask staff to undertake. Duties are frequently tied to job titles, for instance: ‘you will carry out the functions of a contracts manager’. At times, contracts try to broaden the remit, stating that the employee will perform their duties plus any other tasks, consistent with the position, that may reasonably be required. Job descriptions Many larger employers issue a document setting out in detail the work they expect from an employee. Unless the contract expressly incorporates it, such a job description is unlikely to have contractual effect. Consequently, an employee cannot allege breach of contract either because they are not...

This Practice Note examines disclaimers, particularly those used in email communications, and offers suggested wording. Refer also to Precedent: Email notices and email footers. Introduction A disclaimer is a mechanism designed to exclude or limit liability in contract, tort (notably negligence) or under statute. They are also known as exclusion, limitation of liability or exemption clauses and they typically appear as a notice or a term within a set of terms and conditions. To be effective, the party wishing to rely on it must bring it clearly to the other party’s attention. Timing is crucial—the notice must precede any assent by the other party (whether explicit or inferred from conduct) to the disclaimer. Absent prior notice, no agreement to the disclaimer can be formed. Without assent, it cannot be enforced against that party. No amount of drafting remedies the lack of notice and assent. What...

Wayleave and the Electronic Communications Code Over the past ten years, the telecommunications sector has expanded at a remarkable rate, driven by the pressure to deliver reliable, far-reaching communications networks. Operators such as BT, Vodafone and Sky cannot roll out these networks without access to install equipment on privately owned sites. They also need the freedom to modernise apparatus to match rapid technological progress, and to share kit so they can satisfy rising demand and preserve consumer choice. While enabling operators to work efficiently is essential, site providers will equally want robust safeguards for their own interests. This Practice Note highlights provisions that can be built into a telecommunications wayleave to strengthen the site provider’s position... A telecommunications wayleave agreement A wayleave is a consent or licence through which a person with an interest in land permits another party to exercise a right over that land. It is...

This Practice Note examines the ability to obtain Disclosure Guidance from the courts under the Disclosure Scheme operating within the Business and Property Courts ( B& PCs), as set out in CPR PD 57AD, paragraph 11. The Disclosure Scheme came into force on 1 October 2022, following a disclosure pilot scheme. Judgments handed down under the pilot scheme retain relevance, and are included below for reference. What is Disclosure Guidance under the Disclosure Scheme? Under CPR PD 57AD, paragraph 11.1, you may seek guidance from the court on any point concerning the operation of the Disclosure Scheme. The provisions in CPR PD 57AD, paragraphs 11.1 to 11.5 on Disclosure Guidance do not affect, curtail, or limit in any way the court’s jurisdiction to determine any issue as to the scope of disclosure, the application of any provision within the Scheme, or the effect of any court...

Practice Note This Practice Note summarises jurisdiction in Scotland, addressing the evaluation of whether a dispute is appropriate to be determined and resolved within Scotland......

UK GDPR regime This material focuses on the UK GDPR framework, with legislative references pointing to Assimilated Regulation ( EU) 2016/679, the UK General Data Protection Regulation ( UK GDPR) and the Data Protection Act 2018 ( DPA 2018), unless expressly indicated otherwise. It also takes into account the Data ( Use and Access) Act 2025 ( DUAA 2025). Note that pages within the Information Commissioner’s Office ( ICO) UK GDPR guidance and resources are being revised to reflect DUAA 2025. When preparing for and managing employment tribunal proceedings, employers will need to process—ie gather, organise, use and disclose—information about claimants (whether prospective, current or former employees or workers) and other individuals, which will amount to personal data. The employer may additionally wish to process: special category data (previously known as sensitive personal data); and personal data regarding criminal...

This Practice Note outlines the steps required at the outset of a Crown Court trial, through the presentation of evidence and advocates’ speeches, in line with Part 25 of the Criminal Procedure Rules 2025, SI 2025/909 ( Crim PR 2025) and the Criminal Practice Directions 2023 ( CPD). For guidance on later stages—judicial directions, taking verdicts, the judge’s summing up and sentence—see Practice Note: Procedure during a Crown Court trial—summing up and directing the jury. Arraignment in criminal cases In the Crown Court, a defendant must be arraigned (that is, their plea taken) within the timetable prescribed by Crim PR 2025, SI 2025/909, r 3.32. Arraignment must occur no earlier than ten business days after the case is sent to the Crown Court (unless the parties agree to an earlier date) and no later than 80 business days after sending (unless a Crown Court judge orders...

CPD and Crim PR The Lord Chief Justice is empowered by the Courts Act 2003 and the Constitutional Reform Act 2005 to issue directions concerning the practice and procedure of the criminal courts. Those directions complement, and must be read alongside, the Criminal Procedure Rules 2025, SI 2025/909 ( Crim PR 2025). For guidance on Crim PR, see Practice Note: The Criminal Procedure Rules... Collectively, Crim PR and those directions—referred to as the CPD—set the framework for practice and procedure across all criminal courts, including magistrates’ courts, Crown Courts, the Court of Appeal ( Criminal Division), and extradition appeal matters before the High Court. It follows that all criminal practitioners should be fully acquainted with the requirements found in both the Crim PR and the CPD... Those directions ( CPD), together with the Practice Direction ( Costs in Criminal Proceedings), are amended when...

This Practice Note Offers guidance on how to interpret and apply the relevant parts of the Civil Procedure Rules ( CPR). According to the court handling the proceedings, you may need to observe further requirements—see: Court specific guidance for more detail. The note addresses how to respond to a defence, a counterclaim, or a combined defence and counterclaim. It covers any replies to the defence, defences to any counterclaim, and replies to a defence to counterclaim. Read this alongside Practice Note: Drafting statements of case, which explains the general approach to drafting statements of case, including formatting rules, the necessity for a statement of truth, and the electronic submission of statements of case. For guidance on responding to any additional claims other than a counterclaim (such as claims for a contribution or indemnity), refer to Practice Note: Making and responding to an...

This Practice Note is a succinct reference for practitioners contrasting how the law of damages applies to claims in tort and in contract. For the core principles, see Practice Note: The remedy of damages—general principles. For detailed guidance on contract claims, see: Contractual breach damages and remedies—overview. For detailed guidance on tort claims, see: Damages in tort and negligence claims. For the concept of ‘special damages’ and ‘general damages’ unique to personal injury and clinical negligence pleadings, see: Past expenses and losses—overview. For drafting aimed at excluding and/or limiting liability for specified types of loss, see Practice Note: Exclusion and limitation of liability. General principles Compensatory function Where a breach of contract causes loss, damages are intended, so far as money can achieve it, to place the party in the position they would have been in had the contract been...

The principal legislation defining relief for company charitable donations sits squarely within Part 6 of the Corporation Tax Act 2010 ( CTA 2010). There are five core routes for a company to give to charity, namely the following options generally available: making donations of money donating equipment and trading stock items donating land, property and shares temporarily seconding employees sponsoring a charity Donating money A limited company that is not itself a charity can legitimately reduce its corporation tax when it gives money directly to a charity or Community Amateur Sports Club ( CASC). The amount gifted is ordinarily deducted from total business profits before tax. However, you cannot deduct the following: loans that will be repaid by the charity payments made on condition the charity will buy property from the company or anyone connected with it a...

This Practice Note This Practice Note is aimed at law firms. It outlines the essential information obligations in the SRA Standards and Regulations that relate to client care letters and terms of business, alongside relevant SRA and Law Society guidance. It also consolidates key requirements drawn from regulation outside the legal sector, eg on cancellation rights or data protection. It explains when the information must be given and in what format. There is little that the SRA expressly obliges you to set out in writing at the start of a matter, ie within your client care letter or terms of business. Indeed, there is no regulatory rule that you must have a client care letter or a terms of business document. Nonetheless, the SRA evidently expects firms to issue a client care letter, having produced Guidance on client care letters, which this Practice Note...

Potential grounds for challenge Since Part 26A of the Companies Act 2006 ( CA 2006) came into force, a considerable number of restructuring plans ( RPs) have faced formal objections from dissenting creditors and shareholders/members. This trend is unsurprising in practice, as a central attribute of the RP is the court’s ability to exercise the cross class cram-down ( CCCD) to bind a dissenting class when the statutory conditions or tests are met (see Practice Note: Cross- Class Cram Down under a Part 26A restructuring plan). It is highly likely that future RPs will continue to be challenged over time. Because the RP is a highly adaptable mechanism that affords wide latitude to its architects, the bases for opposition will vary markedly, shaped by the way any given RP is structured and the wider context and surrounding...

Updated in October 2025 Introduction Brazil ranks fifth globally by land area (3,287,956 sq mi) and seventh by population (a little over 213,000,000). With a US$2.12trn economy, as projected by the International Monetary Fund for 2025, it places tenth worldwide by nominal GDP. As South America’s largest state and a leading participant in BRICS and the G20, Brazil occupies a pivotal position in the international economy. Its corporate landscape is constantly evolving, influenced by shifts in domestic policy, worldwide macroeconomic tides, and a sustained drive to build a more favourable setting for investment. Grasping these layered dynamics is essential to succeed, and this paper seeks to arm readers with the core understanding needed to approach the market with confidence, acknowledging both its core advantages and current hurdles. As a fast-moving emerging market, Brazil continues to draw strong global interest for its expansion prospects and...

There are two main types of aircraft finance structure: secured lending, under which the lender advances funds to the purchaser to acquire the aircraft and takes security over the asset, and leasing, which in many cases provides greater flexibility to financiers in many instances Difficulties with secured lending Secured loan structure Under a conventional secured loan arrangement, the lender will lend money to the prospective owner of the aircraft to fund its purchase or acquisition by the borrower. In return for making the finance available, the lender will typically then take first‑priority security generally by way of a mortgage over, and in respect of, the aircraft (see Practice Note: Taking security over aircraft in aviation finance transactions). Once the loan has been paid in full, together with any other sums due under the transaction documents, the lender will release the aircraft from the mortgage, with...

Section 6 of the 1996 Act This Practice Note outlines section 6 of the Arbitration Act 1996 together with the new section 6A brought in by the Arbitration Act 2025. It also includes links to commentary that explains the changes. Section 6 states: The arbitration agreement — 6 Definition of arbitration agreement. (1) In this Part, an “arbitration agreement” is an agreement to refer to arbitration any present or future disputes, whether they are contractual or otherwise within the Act......

This Practice Note outlines the factors to consider when seeking additional security for costs after circumstances have altered since the initial security was ordered. It forms part of a series of Practice Notes addressing security for costs under CPR 25. The other Practice Notes are listed in Security for costs—overview. On 6 April 2025, amendments to CPR 25 came into force, renumbering the former CPR 25 provisions and adjusting some of the wording of its security for costs provisions. This Practice Note refers to the earlier rule 25 as ‘old rule 25’ and, where relevant, draws attention to any differences between the current CPR 25 and the old rule 25. The old rule 25 can be accessed here: Relevance of the judgment under which the previous security for costs was ordered When deciding whether to order further security for costs, the court will consider prior court...