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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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This Practice Note outlines the classic fiduciary obligations owed by company directors, such as the duty to promote the company’s best interests, the twin rules against conflicts and unauthorised profits, and the equitable obligation of confidence. It also examines the remedies for contravention of those duties, and the different routes by which a director may be excused from the consequences of a breach, namely ratification, indemnity and insurance. What is a fiduciary relationship? A fiduciary duty signifies a relationship of trust, assurance or confidence between two or more persons. Although the common law imposes no inherent limit on the types of relationship that may be treated as fiduciary, certain relationships are generally fiduciary by default, eg those between trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, mortgagor and mortgagee. Other relationships will be treated as fiduciary where one...
What does FIDIC mean? What do they do? FIDIC stands for ‘ Fédération Internationale des Ingénieurs– Conseils’, most accurately translated from French as the International Federation of Consulting Engineers. FIDIC speaks for the consulting engineering sector both globally and within domestic markets. What are the FIDIC forms of contract? FIDIC’s contracts committee develops standard forms of contract for civil engineering projects that are used internationally. These forms set out the contractual relationship between the parties and distribute risks between the contractor and the employer. FIDIC states that its contracts allocate risks fairly to the party best able to manage and bear those risks. In December 2017, FIDIC released updated second editions of the Red, Yellow and Silver Books. These are considered below, alongside the other FIDIC contract forms. For guidance on the key updates in the 2017 versions, see Practice Note: FIDIC contracts...
This Practice Note closely examines how defects are addressed under the FIDIC Red, Yellow and Silver Books (2017 editions). For guidance on earlier forms and how they approached such issues, see Practice Note: FIDIC Contracts (pre–2017 editions)—defects. For a wider overview and context on defects, refer to Practice Note: Defects claims in construction. What is a defect under FIDIC contracts? As with many standard forms, FIDIC gives no express definition of ‘defect’. In general terms, a ‘defect’ arises where any part of the works or materials fails to comply with the contractual requirements (see Practice Note: Defects claims in construction — What is a defect? for further analysis). Clause 4.1 states that the Contractor must design, construct and complete the Works, and make good any defects, in accordance with the Contract (‘execute the Works’ is defined at clause 1.2(j)). Under clause 11, the...
Background to telephone and electronic communication recording requirements This Practice Note sets out the Financial Conduct Authority’s ( FCA) requirements for capturing telephone conversations. It applies to investment businesses such as banks, stockbrokers, investment managers (including managers of collective investment schemes and hedge funds) and firms dealing in financial and commodity derivatives. The objective of the recording framework is chiefly to identify and deter market abuse. In March 2008, the FCA’s predecessor, the Financial Services Authority ( FSA), introduced rules on the recording of calls and electronic communications (the taping rules). These rules partially implemented elements of the Markets in Financial Instruments Directive ( Directive 2004/65/ EC) ( Mi FID), notably Article 51 of Commission Directive 2006/73/ EC (the Mi FID Implementing Directive). The regime took effect from March 2009. At the outset, the taping rules excluded telephone conversations and electronic...
Background This Practice Note outlines, at a high level, the definition of a client in chapter 3 of the Financial Conduct Authority’s Conduct of Business sourcebook ( COBS), and how such clients are classified as retail clients, professional clients or eligible counterparties for regulatory purposes. The COBS 3 provisions stem from the Markets in Financial Instruments Directive ( Directive 2004/39/ EC) ( Mi FID). Mi FID was superseded by the recast Mi FID ( Directive 2014/65/ EU) ( Mi FID II) together with the EU Markets in Financial Instruments Regulation ( Regulation ( EU) 600/2014, OJ L 173, 12.6.2014) ( EU Mi FIR) (collectively, the EU Mi FID II framework). As amended, most of the EU Mi FID II framework has been in force since 3 January 2018, and EU Member States had until 3 July 2017 to implement Mi FID II into their...
This Practice Note reviews how the Foreign Account Tax Compliance Act ( FATCA) applies to UK trusts, implemented domestically by the International Tax Compliance Regulations 2015, SI 2015/878. For a broader overview of FATCA, see Practice Note: US: Foreign Account Tax Compliance Act ( FATCA)—summary, which provides further detailed guidance. Where the trust is a pension fund, see Practice Note: Automatic Exchange of Information ( AEo I) in the UK—pension schemes. Where the trust is an employee benefit trust, see Practice Note: Automatic Exchange of Information ( AEo I) in the UK— Employee incentive arrangements. What is FATCA and how does it affect UK Trusts? FATCA is US legislation intended to curb tax evasion involving US taxpayers’ offshore assets. This Practice Note addresses the impact of FATCA on trusts situated in the UK and highlights the principal issues. It does not extend to...
This Practice Note provides a broad overview of: the intergovernmental agreement between the UK and the US to enhance international tax compliance and to give effect to FATCA, signed on 12 September 2012 (the UK: US IGA), and the International Tax Compliance Regulations 2015, SI 2015/878 (the International Tax Compliance Regulations), insofar as they relate to implementing the UK: US IGA The International Tax Compliance Regulations took effect on 15 April 2015. They supersede and repeal the International Tax Compliance Regulations ( United States of America) Regulations 2014, SI 2014/1506, which were in force from 30 June 2014 until 14 April 2015. The International Tax Compliance Regulations and the UK: US IGA comprise detailed and demanding provisions. This Practice Note is a summary and does not address every facet of the framework. In certain sections, it necessarily adopts a...
STOP PRESS/ FORTHCOMING CHANGES : The UK intends to bring the OECD’s Cryptoasset Reporting Framework ( CARF) into domestic legislation, taking effect from 1 January 2026. The implementing instrument is the Reporting Cryptoasset Service Providers ( Due Diligence and Reporting Requirements) Regulations 2025 ( SI 2025/744), formally presented to the House of Commons on 25 June 2025. On the same date, HMRC released official tax impact and information notes ( TIIN) for the measure. HMRC has additionally also issued public guidance on reporting under the CARF. The government has likewise introduced new legislation revising the existing domestic law implementing the OECD’s Common Reporting Standard ( CRS) and the UK’s obligations under the Intergovernmental Agreement with the US for the implementation of the US Foreign Account Tax Compliance Act ( FATCA). The principal legislation is the International Tax Compliance Regulations 2015 ( SI...
The Corporation Tax Act 2009 ( CTA 2009) contains the loan relationships regime, which governs how a company’s profits and losses from its ‘loan relationships’ are taxed and relieved. For what constitutes a ‘loan relationship’, and the other dealings and arrangements that, while not ‘loan relationships’, are still brought within the loan relationships rules, see Practice Note: Loan relationships—what are they? This Practice Note sets out how such profits and losses are calculated and then recognised for corporation tax purposes. The principal legislative provisions on loan relationships sit in CTA 2009, Pt 5 (ss 292–476), with further rules in CTA 2009, Pt 6 (ss 477–569). HMRC’s guidance is available in the Corporate Finance Manual starting at CFM30000. For an outline of the accounting concepts relevant to the taxation of loan relationships, refer to Practice Note: Loan...
Scope of this Practice Note Land, or real property, is frequently taken as security for a loan...
In commercial lending, receivables are commonly pledged as security: as part of an all-asset security package over the entirety of a company's assets (see Practice Note: Key features of debentures); and in arrangements where a consistent flow of receivables represents a substantial element of the borrower's asset base and the lender seeks oversight of that income stream (for example, where the borrower supplies goods and services to third parties) This Practice Note outlines the principal issues that arise when taking security over receivables. For guidance on securing other categories of intangible assets, see the Practice Notes: Taking security over insurance policies, and Taking security over intellectual property rights While this Practice Note concentrates on receivables, broader guidance on taking security over contractual rights is set out in Practice Note: Taking security over contractual rights. For material specific to...
Goods range from substantial, high-value assets like ships and aircraft to everyday stock in trade. The way a lender secures goods from a corporate chargor will turn on a variety of factors. This Practice Note sets out: what we mean by ‘goods’ which form of security suits different categories of goods, and whether any perfection steps apply when taking security over goods It does not address security over personal chattels (that is, goods owned by individuals). For guidance on taking security from individuals, see Practice Note: Key issues in taking security from individuals. What we mean by ‘goods’ Tangible assets Goods are physical, tangible assets, distinct from intangible assets such as intellectual property (see Practice Note: Taking security over intellectual property rights) and contractual rights (see Practice Note: Taking security over contractual rights)......
STOP PRESS: this Practice Note is being updated to take account of Criminal Courts Practice Note No. 1 of 2026: Taking of Evidence of a Vulnerable Witness by a Commissioner in the Sheriff Court This Practice Note outlines the procedure for taking evidence on commission in criminal proceedings in Scotland. Commissioners are designated by the Scottish criminal courts to obtain testimony from vulnerable witnesses as a special measure. What is meant by taking evidence by a commissioner Taking evidence by a commissioner is a special measure that enables a vulnerable witness to give their testimony before the trial at a commission hearing. The core aim is to support the witness to provide their best evidence. When first introduced, these provisions constituted a major shift in Scottish criminal procedure. They are now routinely employed in High Court sexual offence...
Rule 28— Setting the scene This Resource Note summarises the principal provisions of Rule 28 of the City Code on Takeovers and Mergers (the Code), covering the obligations for profit forecasts and quantified financial benefits statements ( QFBSs). It flags pertinent materials, commentary and guidance from the Takeover Panel (the Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on how Rule 28 is interpreted and applied. Materials covered Practice Statements issued by the Panel Executive (which undertakes the day-to-day supervision and regulation of takeovers) to offer informal guidance on the Executive’s normal interpretation and application of the Code Panel Statements ( P/ S) and Panel Instruments published by the Panel Public Consultation Papers ( PCP) and Response Statements ( RS) issued by the Code Committee Annual Reports published by the Panel discussing general matters Relevant Lexis+® UK...
Appendix 1— Setting the scene This Resource Note summarises the key aspects of Appendix 1 to the City Code on Takeovers and Mergers (the Code). It explains the process to follow where the Panel is asked to grant a waiver of the duty to make a mandatory offer under Rule 9. It also brings together pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers, alongside Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Appendix 1. Code and Lexis+® UK resources Practice Statements from the Panel Executive (which undertakes the day‑to‑day supervision and regulation of takeovers), offering informal insight into how the Executive typically reads and applies the Code. Panel Statements ( P/ S) and Panel Instruments issued by the Panel. Public Consultation Papers ( PCP) and Response Statements ( RS) from the Code...
ARCHIVED: This Practice Note is archived and is not maintained. A major overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard segments and introducing a single listing category for equity shares of commercial companies. This reform replaced the earlier two-segment approach with one category for those equity shares, reshaping the overall regime. The commercial companies category is strongly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. To deliver these changes, the UK Listing Rules sourcebook came into force and the former Listing Rules sourcebook was withdrawn. For more detail see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note describes the position before 29 July 2024 and is retained for reference purposes only. The Financial Conduct Authority ( FCA) holds a statutory power under the...
This Practice Note sets out the principal legal and practical considerations involved in deploying survey evidence and witness evidence in UK trade mark and passing off matters, in both the High Court and the UK Intellectual Property Office ( IPO). It provides targeted guidance on: factors to weigh when deciding whether a survey ought to be undertaken selecting the survey type most suited to the circumstances fundamental requirements to satisfy when running a survey points to address when drafting survey questions and designing methodology using surveys as exercises to collect witnesses and the effect of the Jackson reforms what must be disclosed to the opposing party formalities for expert reports supporting surveys and the expert’s role obtaining permission to carry out a survey use of unsolicited consumer...
The Investigatory Powers Act 2016 ( IPA 2016), which secured Royal Assent on 29 November 2016, reshaped the statutory regime for covert surveillance by public authorities. Much of the earlier structure had been provided—though not entirely—by the Regulation of Investigatory Powers Act 2000 ( RIPA 2000). See Practice Note: The regulation of intelligence gathering—an introductory guide... FCA powers of surveillance The Financial Conduct Authority ( FCA) is authorised to undertake surveillance to obtain information for the prevention and detection of crime. Its powers include: Acquiring communications data (see Practice Note: Acquisition, retention and disclosure of communications data under the Investigatory Powers Act 2016) Conducting covert surveillance, which may be recorded (see Practice Note: Covert intelligence sources) Using informants—covert intelligence sources or covert human intelligence sources ( CHIS) (see Practice Note: Covert intelligence sources) Compelling the provision of encryption keys or...
This Practice Note outlines SRA regulatory expectations concerning supervision. For guidance on particular scenarios, see Practice Note: How to supervise effectively—law firms. The SRA’s principal supervision duties are set out in the two Codes of Conduct (the SRA Code of Conduct for Solicitors, RELs, RFLs and RSLs ( Code for Solicitors) and the SRA Code of Conduct for Firms ( Code for Firms)), which should be read alongside the SRA Principles. Further obligations also appear in the SRA Authorisation of Firms Rules, SRA Education, Training and Assessment Provider Regulations, SRA Transparency Rules, and SRA Authorisation of Individuals Regulations. SRA and other requirements Together, SRA and other regulatory requirements relating to supervision address these themes: management oversight service delivery and competence information obligations additional Lexcel standards file reviews and auditing education and training oversight of registered foreign lawyers ( RFLs) ...
This Practice Note summarises the bases on which a landlord may resist the grant of a renewed business tenancy under section 30(1) of the Landlord and Tenant Act 1954 ( LTA 1954). Section 30(1) sets out several grounds for opposing renewal. Unless the landlord proves one or more of these grounds, the tenant will be entitled to a further tenancy, provided the current tenancy satisfies LTA 1954, section 23. For additional guidance on section 23 see Practice Note: LTA 1954 business lease renewal—termination — Does LTA 1954 apply? Ground (a)—disrepair A landlord may rely on ground (a) to resist the grant of a new lease. Where the existing tenancy places obligations on the tenant regarding repair and maintenance of the holding, the landlord may argue that a new tenancy should be refused in light of the holding’s condition, where that condition stems from the...
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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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