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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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A concession is a form of public private partnership ( PPP) A concession constitutes a type of public–private partnership. It is a long-term contractual arrangement between a government (or another public sector body) and a private sector operator that has been granted the concession. See Practice Note: Forms of Public Private Partnerships. For the purposes of this note, references to “public authority” include contracting authorities and utilities within the meaning of the relevant procurement legislation. Under a concession agreement, the state grants a private entity—the concessionaire—exclusive rights to create an asset and to run and maintain it for the agreed concession term. At times, a concession relates only to the operation and maintenance of an existing asset, though it is frequently for delivering a new asset, followed by its operation and upkeep. Alternatively, it may encompass both new and existing assets. The duration of a...
NOTE—to check whether notification thresholds in Russia and worldwide are met, see: Where to Notify. 1. There have been recent developments regarding the Russian merger control regime. What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Russia? Russia’s merger control is established by Federal Law No 135- FZ of 26 July 2006 ‘ On Protection of Competition’ (the Competition Law), alongside decrees and guidance issued by the Russian competition authority, the Federal Antimonopoly Service of the Russian Federation ( FAS). The FAS sets the procedure and detailed requirements for obtaining merger clearance. In addition to the general regime under the Competition Law, specific rules apply to foreign investment: (1) Federal Law No 160- FZ of 9 July 1999 ‘ On Foreign Investments in the Russian...
This Practice Note This Practice Note examines how typical difficulties in disputes involving multiple parties (multi-party disputes) and/or several contracts (multi-contract disputes) can be addressed within arbitration proceedings. Such matters are sometimes described as ‘complex arbitrations’, though that label is also used in other contexts. Multi-party and multi-contract disputes are widespread, reflecting the intricacy of international commercial dealings. As outlined in Practice Notes: Arbitration—an introduction to the key features of arbitration and Arbitration—new starter guide, arbitration is usually a private, contractual process for resolving disputes, affording parties real control over who decides their case and the procedure to be followed. The opportunity to shape how proceedings are organised and run is frequently cited as a key reason why parties—particularly commercial entities engaged in cross-border transactions and/or projects—select arbitration rather than litigation in national courts. However, unlike a two-party dispute under a single...
This Practice Note offers guidance on completing Precedent T. It is the court form parties must use when obtaining party agreement and/or the court’s approval to alter their agreed or approved budgeted costs. Note that, before 1 October 2020, parties did not need to complete a costs precedent when seeking to vary a costs budget. This Practice Note should be read alongside Practice Note: Costs budgets—revision and variation. Accordingly, a costs precedent is now required when varying a budget. Which CPR provisions apply? The applicable rules sit in CPR 3.15A(1)–(6), and guidance in CPR PD 3D, para 11, also applies. These are the provisions governing both revisions and variations. What is Precedent T? Precedent T is the prescribed court form a party must use when revising, upwards or downwards, its budgeted costs ( CPR 3.15A(3)). The party proposing variations (the revising party) should try to agree those...
Compensation orders The procedural framework governing the criminal courts’ authority to issue compensation orders appears in sections 133–146 of the Sentencing Act 2020 ( SA 2020), also referred to as the Sentencing Code. For background on SA 2020’s commencement and scope, see Practice Note: Sentencing Code. When passing sentence on a convicted offender, the court assesses whether to direct a compensation order in favour of the victim(s). Such orders may be imposed in place of, or alongside, other penalties, and may be made against both natural persons and corporate defendants. Relevant offence-specific guidelines from the Sentencing Council expressly instruct courts to consider compensating the victims of crime. Practitioners should therefore review the Sentencing Council’s offence-specific guidance, which confirms whether a compensation order is available following conviction. That guidance summarises the situations in which an order may be made, the matters the court must weigh when...
This Practice Note describes the criminal offences that are of most relevance to company directors, and: concentrates on offences an individual commits as a principal, rather than: secondary liability, eg aiding and abetting, and inchoate liability, eg acting as a conspirator is confined to the law of England and Wales The offences addressed are punishable by a fine, imprisonment, or both, as set out below. Please note that a subscription to Lexis+® UK Corporate Crime is required to view some of the Practice Notes cited. For offences committed in England and Wales before 12 March 2012, fines imposed by a magistrates' court (ie on summary conviction) were capped at £5,000, while there has never been a cap on fines in the Crown Court (ie on...
Numerous employers offer company vehicles to particular employees as part of their remuneration package, or pay a car or fuel allowance, in appropriate circumstances as necessary. For sample contract wording, see Precedent: Clauses—car or car allowance. Cars and car allowances not wages For the purposes of the Employment Rights Act 1996 ( ERA 1996), a company car does not constitute wages—a benefit in kind counts as wages only where it is vouchers, stamps, or a document that can be expressed in monetary terms and exchanged for money, goods or services. Accordingly, a company car is ordinarily excluded from the calculation of a week’s pay (see Practice Note: Calculating a week’s pay) and it is not safeguarded by the provisions relating to unlawful deductions from wages (see Practice Note: Deductions from wages). A car allowance does not amount to 'wages' for ERA 1996 where it simply and only...
The role, functions, powers and duties of an administrator are prescribed in the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024. Although the Enterprise Act 2002 ( En A 2002) made substantial changes to the former administration framework, it did not entirely displace the previous provisions. Those powers and duties continue to govern administrations of certain bodies identified in En A 2002, s 249, including building societies and rail companies. The administrator's role and functions Only an individual qualified to act as an insolvency practitioner in relation to the company may accept appointment as administrator. The administrator’s aim is to realise one of the three statutory purposes of administration under IA 1986, Sch B1, para 3. In pursuing that aim, the administrator represents the interests of all creditors, not merely the party who made the...
Submitting documents to Companies House might appear one of the simpler duties a corporate solicitor undertakes, yet absolute accuracy remains critical. Certain corporate steps only take effect once the relevant document is registered at Companies House (e.g. capital reductions or a change of company name), so executing the filing process properly is fundamental to the success of the deal. The moment a particular filing is made can be pivotal to a broader transaction, and if a document is lodged incorrectly, it may seriously disrupt the timetable for subsequent actions. Even minor mistakes can require refiling, introduce delay, and complicate approvals, so rigorous checks before submission are advisable for all parties involved at stake. Corporate transparency and register reform Corporate transparency reform The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. ECCTA 2023 will be...
Difference between service address and residential address Under the Companies Act 2006 ( CA 2006), it is crucial to distinguish an individual director’s service address from their residential address. A director’s residential address is treated as protected information by CA 2006 and cannot be used or revealed except as allowed, nor placed on the public register unless the director chooses it to double as their service address. By contrast, the service address is shown on the public register. Directors frequently list the company’s registered office as their service address; however, they may opt for their own residential address if they are content for that address to appear on the public register. Notifying Companies House of residential address On appointment, a director must provide Companies House with both their service address and their residential address, and must report any subsequent changes to either. A...
The Companies Act 2006 ( CA 2006) represents the most comprehensive overhaul of company law in over two decades. Its measures were introduced in stages across roughly three years, with the final elements commencing on 1 October 2009. For an exploration of the background to CA 2006 and the manner of its rollout, see Practice Note: Companies Act 2006—history and approach to implementation. Implementation of key provisions The principal commencement dates for CA 2006, together with the key provisions that started on those dates, are detailed in this Practice Note. It should be borne in mind that certain CA 2006 provisions are subject to transitional arrangements and savings, meaning they may not take immediate effect for every company on the date they commence (see Practice Note: Companies Act 2006—history and approach to implementation and Companies Act...
This Practice Note reviews how the common law decides which country’s laws govern a tort dispute, and how that choice is reached. It addresses the primary rule of double actionability alongside the flexible exception, setting out their roles. The court will, in addition, apply the substance test to the issues. The common law regime is confined to torts before 1 May 1996 (and to defamation claims before 2009). Terminology The choice of law for a tort claim assessed under the common law adopts the following terminology and concepts in this context: lex fori — the forum’s law (for High Court proceedings, the law of England and Wales) lex loci delicti — the law of the place where the tort occurred double actionability — the claim must be actionable under both the foreign law and English law flexible exception — a rare...
A lending transaction is, at its core, the provision of funds by a lender to a borrower. Such dealings can range from a modest bank overdraft for a customer right through to secured, syndicated facilities arranged to finance the acquisition of a multinational group, covering everything in between. This Practice Note offers an introductory guide to lending transactions and their key features. It explores the various types of loan arrangement and provides an overview of the structure of a typical loan, before addressing the documentation, alongside security, quasi-security and intercreditor considerations. It identifies key legal issues that may arise on lending transactions and then provides an overview of specialist finance transactions, including: project finance real estate finance acquisition finance asset finance The Practice Note introduces loan transactions in a commercial context and does not cover consumer...
Nature and purpose of a rent deposit A rent deposit is an amount lodged by the tenant with the landlord, serving as security against unpaid rent and/or the landlord’s losses arising from any other breach of the lease (including the costs of enforcement), by way of protection for the landlord. In that respect, the label ‘rent deposit’ is a misnomer indeed, as the fund is not confined to rent arrears (however broadly ‘rent’ is defined in the lease). For more detail and context, see the Amount of the initial deposit set out below. Landlords typically request one when a lease is granted or assigned to a tenant considered a ‘weak covenant’, ie a tenant unable to give the landlord sufficient evidence of its financial standing before becoming the tenant, and not yet proving robust financial standing. That said, a landlord may equally require a...
This Practice Note sets out the requirements for the list of common ground and issues in the Commercial Court at a case management conference ( CMC), by reference to the Commercial Court Guide, paras D5.1– D5.5. It should be read alongside the following Practice Notes: Commercial Court—case management Commercial Court—case management conference ( CMC) Purpose of the list of common ground and issues The list of common ground and issues functions as a case management aid for the parties and the court as the matter advances, assisting with decisions on, among other things: the ambit of disclosure and the scope of factual and expert evidence ( Commercial Court Guide, paras D2.1(c), D5.4 and E1.2) whether any issues are suitable for summary determination ( Commercial Court Guide, paras D5.4 and D7.10) whether preliminary issues ought to be directed (...
Practice Note This Practice Note surveys accords between trade unions and employers or employers’ associations (ie collective agreements). It assesses their binding force between union and employer, and how they enter employment contracts. It also considers the impact of amendments to collective agreements and the enforceability of no‑strike clauses in greater detail......
Mounting piles of debt and their steady rise have caused repayment difficulties and, in certain cases, default. Thus, when countries build up unsustainable debt loads (ie when the ratio of debt to gross domestic product ( GDP) climbs so far that policy measures cannot reverse it), the need to restructure existing liabilities increases. With many banks and retail bondholders now involved, private creditors have become more numerous, largely anonymous and harder to co‑ordinate (see Practice Note: Identifying bondholders and effective communication). Types of collective action clauses ( CACs) These are provisions sometimes included in a bond issuance’s indenture and prospectus, requiring bondholders to act together to facilitate the restructuring of such instruments by overcoming co‑ordination problems (also see Practice Note: Intercreditor payment priorities and requisite majorities). There are four different types of CACs. These are: collective representation clauses (clauses intended to...
’ No greater liability’ provisions frequently appear in collateral warranties (and third party rights memoranda). They are intended to ensure the warrantor’s exposure under the warranty mirrors, and does not exceed, that assumed in the original contract. Yet the wording of such provisions is often contested and, on occasion, gives rise to outcomes the parties did not intend. Poorly balanced formulations may, therefore, distort the allocation of risk that the parties thought they had agreed from the outset or envisaged. Collateral warranties—general principles Commercial practice generally accepts that when a party grants a warranty collateral to an underlying agreement, it should not assume obligations or duties under that warranty that are broader or endure longer than those owed under the original agreement. Indeed, professional indemnity policies commonly withhold cover for collateral warranty claims where the liability stems from obligations more burdensome than those in the...
STOP PRESS: From 24 February 2025, the key provisions of the Procurement Act 2023 ( PA 2023) take effect. Any procurement launched on or after this date must comply with PA 2023, while procedures started under earlier regimes—the Public Contracts Regulations 2015 ( PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011—must continue to be run and overseen under those rules. See Practice Note: Introduction to the Procurement Act 2023— PA 2023. PCR 2015 as assimilated law: PCR 2015 are EU‑derived domestic legislation and therefore constitute assimilated law under sections 2 and 6 of the European Union ( Withdrawal) Act 2018. For practical guidance on the status and interpretation of assimilated law, see Practice Note: Assimilated law. This Practice Note offers a concise primer on legal issues arising when public bodies...
CASE HUB ARCHIVED This case hub reflects the position at the date of the decision of 15 January 2026 and is no longer maintained. See the timeline for further details. Case facts Outline: a UK merger investigation into Aramark Limited’s completed purchase of Entier Limited. The deal features horizontal overlaps in the provision of catering and related facilities management services to the offshore energy industry in the UK North Sea. Latest developments On 15 January 2026, the CMA issued its final report, finding the merger likely to result in an SLC in the supply of offshore catering and ancillary facilities management services for assets used in the oil and gas sector on the United Kingdom Continental Shelf ( UKCS), as the parties are close rivals, among the largest suppliers, and face limited competitive pressure. As a remedy, Aramark proposed a contract divestment to address the CMA’s...
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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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