Legal Practice Notes

This Practice Note offers guidance on preparing an appraisal form that can be used to evaluate and review an individual’s performance against both objectives and core skills (competencies). It supports assessment against goals and the core capabilities needed to deliver them. Why are appraisals important? An effective performance management process typically focuses on the following: aligning your workforce closely with the strategic aims of the business improving overall employee performance supporting employee development and ongoing retention driving improved overall business results Creating a competency based appraisal process It is important to recognise the appraisal form is not a script to be followed slavishly, but a tool that underpins and steers the conversation and creates a structure for capturing what was discussed. The dialogue matters more than the paperwork. Competencies describe the behaviours employees require to carry out a role to a high standard. They concern how objectives are...

Contractual joint venture agreements This Practice Note outlines the principal commercial considerations and available choices to weigh up when preparing or assessing a contractual joint venture agreement. It addresses the preparation of a contractual joint venture where the parties to the venture conclude a contractual arrangement that records the terms governing their co-operation and collaboration. It does not deal with corporate joint ventures. The participants to the joint venture should evaluate the type of joint venture arrangement and the structure that is most appropriate to meet the participants’ objectives. For related guidance, see Practice Notes: Setting up a joint venture—choice of structure and Drafting for particular types of contractual joint venture......

This Practice Note offers guidance for law firms on the advantages of adopting a business plan and on the approach to preparing and implementing one that succeeds. It outlines why a plan matters and explains practical steps for putting it in place. See also Precedents: Strategic business plan—consumer and Strategic business plan—commercial. What is a business plan? A business plan sets out how a firm intends to achieve its objectives. For some practices, it underpins every action they take across the business and guides day-to-day operations. Such firms commit substantial time and effort to agreeing a rigorous, defensible plan, which is then reviewed at regular intervals so that progress towards the firm’s aims is maintained. Others prefer a lighter document that broadly states their aims, and they may revisit it less frequently—often once a year. Why have a business...

A dormant company is formed and run much like any other company. Nevertheless, the standard duties on accounts and audit that ordinarily apply to a company are relaxed for a dormant company as such. What is a dormant company? A company is dormant throughout any period in which it has had no significant accounting transaction of any kind......

What is litigation funding? Litigation funding—often termed litigation finance or third party funding—describes an arrangement whereby an independent funder pays some or all of the costs and legal outlay of bringing a claim. Although such backing may (and sometimes does) be provided on a gratuitous basis (eg through ‘crowd‑funding’ or by a benefactor), references to ‘litigation funding’ generally point to the for‑profit market in commercial litigation finance. This Practice Note concerns commercial litigation funding. Claimants commonly obtain finance to meet all disbursements and legal fees in line with a pre‑agreed budget set out in a funding agreement. Funding can, however, also be extended for discrete items, for example to cover one or several disbursements such as premia for after‑the‑event insurance ( ATE), experts, external counsel, or arbitration costs. Most frequently, third party finance is provided on a non‑recourse basis, meaning that: if the...

Dishonesty Dishonesty furnishes the mens rea for numerous offences in statute and at common law, yet it is not comprehensively defined by legislation. The Theft Act 1968 ( TA 1968) is the key exception, offering a partial articulation of dishonesty, but only for offences within that Act (see: Theft offences—overview). In essence, dishonesty carries its plain English meaning. Whether a defendant has acted dishonestly is a question for the jury, assisted by judicial directions derived from the test in Ivey. The need to establish dishonesty arises in many, though not all, offences spanning the broad categories of financial, business, or corporate crime. For instance, it is required for the principal offences under the Fraud Act 2006 and for false accounting contrary to TA 1968, s 17. It is also a necessary element of certain offences under the Insolvency Act 1986, the Taxes...

A discretionary life sentence A discretionary life sentence is imposed on an offender for an offence where life imprisonment (or custody for life) is an available punishment, but not one prescribed by statute in every case. A range of offences carry life imprisonment, eg manslaughter, kidnapping, torture and hijacking. That said, this does not automatically result in a life sentence for every offender. Such sentences are typically reserved for situations in which the offender’s culpability is especially pronounced, or where the offence itself is extraordinarily grave. A discretionary life sentence contrasts with a mandatory life sentence, under which the sentencing judge has no discretion and must impose a term of life imprisonment. See Practice Note: Mandatory life sentences......

This Practice Note summarises the nature of an application for specific disclosure and highlights particular considerations that may arise depending on the court hearing the matter and the track to which the claim has been assigned, and addresses procedural points that commonly arise. It should be read alongside the following Practice Notes: Specific disclosure—making an application Specific disclosure—the courts’ approach Those Practice Notes provide procedural detail and discuss case law and related authorities on applications for specific disclosure. For general guidance on inspection, see: Specific disclosure and specific inspection—overview. Note: where a claim falls within the disclosure regime of the Business & Property Courts, see: Disclosure Scheme ( Business & Property Courts)—overview, as applicable, and the Practice Notes: Disclosure Scheme— Initial Disclosure and Disclosure Scheme—varying Extended Disclosure and disclosure of specific documents. What is specific...

This Practice Note offers direction on compiling a list of documents for standard disclosure under Part 31 of the Civil Procedure Rules ( CPR), together with CPR PD 31A and CPR PD 31B. It sets out how to finalise the list in detail, the various classes of documents that require disclosure, the approach to items no longer within a party’s control, how electronic material is dealt with, and what the disclosure statement must contain. This Practice Note does not seek to address claims falling within the disclosure scheme of the Business and Property Courts. For guidance on that scheme, see: Disclosure Scheme ( Business & Property Courts)—overview. For general advice on data protection duties in dispute resolution, refer to Practice Notes: Dispute resolution—data protection and GDPR considerations and Disclosure—data protection and GDPR considerations. This Practice Note provides guidance on the relevant...

ARCHIVED: This Practice Note has been archived and is not maintained This Practice Note provides practical guidance for carrying out a reasonable search for standard disclosure under CPR 31.7, addressing timing, the Electronic Documents Questionnaire ( EDQ), strategy, proportionality, and the importance of co-operation and collaboration. It also considers cost shifting—where the court may order that the costs of disclosure (or a specific component, such as restoration) are apportioned between the parties—so that some or all of the expense is borne by the other side. This Practice Note should be read alongside the following Practice Notes: Disclosure under CPR 31—introduction Disclosure—standard disclosure and the reasonable search Disclosure—processing documents This Practice Note does not address the disclosure scheme in the Business and Property Courts. For guidance, see: Disclosure Scheme ( Business & Property...

This Practice Note sets out the definitions adopted by the Business and Property Courts’ ( B& PCs) Disclosure Scheme under CPR PD 57AD. It also summarises the scheme’s fundamental principles, encompassing the obligations on all parties to proceedings and their legal representatives, and clarifies what constitutes control of documents. In the majority of cases before the B& PCs, disclosure proceeds in accordance with the Disclosure Scheme contained in CPR PD 57AD. The Scheme took effect on 1 October 2022, following the disclosure pilot. Decisions handed down during the pilot continue to carry weight and are noted below. For help on when the Scheme applies (and any exceptions), see: Practice Note: Disclosure Scheme—when and where it applies Which disclosure rules apply to my...

This Practice Note addresses compliance with disclosure orders and the obligations under the Disclosure Scheme operating in the Business and Property Courts ( B& PCs) pursuant to CPR PD 57AD. It offers guidance on completing the Disclosure Certificate, the procedure for providing Extended Disclosure (where ordered), and the production of disclosure documents under the Scheme (covering withholding and redaction, confidentiality, and inadvertent disclosure), together with guidance on the consequences of failing to comply with disclosure orders and obligations. The Disclosure Scheme commenced on 1 October 2022 following a disclosure pilot scheme. Judgments under the pilot scheme remain relevant and are included below. Note: regrettably, the structure of CPR PD 57AD means there is not always full consistency in how provisions are arranged as between those concerning disclosure generally under the Scheme and those dealing solely with Extended Disclosure. The material below...

This Practice Note summarises the duties on directors to declare their interests in shares under the Companies Act 2006 ( CA 2006) and the UK Market Abuse Regulation, including reporting obligations for dealings by directors and other persons discharging managerial responsibilities ( PDMRs) of listed companies. This Practice Note does not cover the disclosure obligations of companies. Register of directors' interests in shares—continued relevance for all companies Under the Companies Act 1985, companies were obliged to keep a register of directors’ interests in the company’s shares. There is no equivalent obligation in CA 2006, so this register is no longer mandatory. In practice, however, companies (in particular public companies) are likely to retain a register of directors’ interests to monitor any notifications made, eg disclosures by PDMRs under the UK Market Abuse Regulation (see Disclosures by PDMRs under the Market Abuse Regulation below). A company may have to...

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, involving the abolition of the premium and standard listing segments and the introduction of a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure‑led and sits alongside other categories, including those for shell companies, secondary listings and closed ended investment fund categories, among others. A new UK Listing Rules sourcebook took effect to deliver these reforms, and the former Listing Rules sourcebook was also withdrawn concurrently. For further information and background, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it stood before 29 July 2024. It explains the requirements of the Disclosure Guidance and Transparency Rules concerning a company’s annual financial report and, in relation to that report, the associated statutory...

Central to bankruptcy legislation is the principle that a bankrupt yields up their estate for the benefit of creditors in exchange for protection against those creditors' claims. The consequences of discharge are prescribed by section 281 of the Insolvency Act 1986 ( IA 1986), which, for these purposes, sets out the relevant effect. Discharge frees the bankrupt from all bankruptcy debts recognised by law. A bankruptcy debt covers any sum or liability to which the bankrupt is subject when the bankruptcy order is made, or to which they become subject afterwards as a result of an obligation assumed before the order, together with any interest accruing on those sums. This can, for instance, encompass unsecured guarantees given by the bankrupt before the order was made, even if the principal debtor is not in breach of its obligations. That said, as outlined below,...

When a dispute is resolved by a payment of damages or compensation, whether arising from a court order or an out-of-court settlement: the recipient (the claimant) will wish to establish if the amount is taxable, and the payer (the defendant) will wish to know whether any tax relief can be claimed This Practice Note examines those two issues in turn, in relation to direct UK taxes. The parties must also determine if the payment attracts VAT, which is addressed in Practice Note: VAT treatment of damages and compensation payments. Tax considerations may additionally be relevant to calculating the amount of the damages or compensation payment, as discussed in Practice Note: The effect of tax on the quantum of damages. Tax reliefs apply to payments made by public authorities under certain specified compensation schemes, including the Windrush Compensation Scheme and the Post Office Horizon...

FORTHCOMING CHANGE : On Tax Administration and Maintenance Day, 27 April 2023, the previous Conservative government issued a summary of responses to its 2021 call for evidence, ‘ Modernising debt collection for non-paying businesses’. That summary indicates an initial consultation will concentrate on four of the six original proposals, including a plan to broaden direct recovery of tax debts ( DRD) to cover digital wallets. Before consulting on these measures, HMRC will build an evidence base on the extent of serial non-payment and evaluate existing legal obstacles to widening these powers. The summary also notes the government will determine the most appropriate time to consult. For further details, see News Analysis: Tax Administration and Maintenance Day—27 April 2023. DRD refers to HMRC’s ability to direct banks and building societies (ie deposit-takers) to remove funds to settle taxpayers’ liabilities straight from their bank...

Practice Note A company’s annual report and accounts will typically contain an appropriate explanation of the directors’ relevant responsibilities for preparing those accounts. For some companies, including such directors’ responsibility statements is a legal requirement, while others include them as a matter of best practice. This Practice Note outlines the requirements to include directors’ responsibilities statements within the annual accounts and reports of certain companies under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules ( DTRs), the Financial Reporting Council’s UK Corporate Governance Code ( UKCG Code) and the FCA’s UK Listing Rules ( UKLRs). The directors’ responsibility statement has its roots in the 1992 Cadbury report, which recommended that a company’s report and accounts should feature a formal statement by the directors confirming that responsibility for preparing the accounts rests with the board of directors, and that this should sit...

Under the Companies Act 2006 ( CA 2006), company directors owe their company a set of general duties, which include the obligation to further the company’s overall success. For an introduction to the general duties, please see the Practice Note: Directors' duties—fundamentals......

Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it The Companies Act 2006 ( CA 2006) for the first time put into statute a range of common law and equitable duties that had evolved through court decisions over hundreds of years, and it also altered company law in specific respects. Sections 171 to 177 CA 2006 set out the statutory general duties owed by a director to their company: act in line with the company’s constitution and exercise powers only for the purposes for which they were given act, in good faith, in the way the director believes would most likely promote the company’s success for the benefit of its members as a whole, while having regard to various matters (the duty to promote the success of the...