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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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FORTHCOMING CHANGES: At Budget 2025, the government confirmed that Finance Bill 2026 will legislate for: a cut in the writing-down allowance rate for main pool plant and machinery from 18% to 14%, applying from 1 April 2026 for corporation tax and 6 April 2026 for income tax—this will affect companies and unincorporated businesses with main rate pools, including expenditure that is ineligible for, or predates, first-year allowances (such as the super-deduction and full expensing) a new 40% first-year allowance for qualifying main rate expenditure incurred from 1 January 2026, with fewer restrictions than other FYAs—primarily advantageous where spend is not otherwise covered by the £1m AIA or existing FYAs (including full expensing); available to all businesses and covering assets used for leasing (but not overseas leasing), while excluding cars and second-hand assets a one-year extension of the 100% green...
The corporate intangible assets regime The corporate intangible assets regime sets out how a company’s gains and losses on intangible fixed assets ( IFAs) are taxed and relieved. These provisions are contained in Part 8 of the Corporation Tax Act 2009 ( CTA 2009). In broad terms, an IFA falls within this regime if it: meets the asset conditions, and is not a pre- FA 2002 asset. For the definition of a pre- FA 2002 asset, see Practice Note: What is a pre- FA 2002 asset? In short, the asset conditions are satisfied where the IFA: either meets the tax definition of an intangible fixed asset or is goodwill (as defined for accounting purposes), and is not specifically excluded from the corporate intangible assets regime (excluded assets). This Practice Note sets out which assets are treated as excluded assets, in whole or in part......
Practice Note This Practice Note outlines the legal and practical issues that arise when modifying an employee’s terms and conditions of employment. It is highly likely that an employer will, at some point in the employment relationship, wish to amend the terms and conditions on which any particular employee, or any group of employees, is engaged......
Staff are safeguarded from being dismissed, or treated to their disadvantage, where the reason relates to ordinary adoption leave ( OAL) or additional adoption leave ( AAL). Protection from detriment An employee has the right not to suffer a detriment arising from any act, or intentional omission, by their employer where this occurs because: they took, or tried to take, OAL or AAL the employer believed they were likely to take OAL or AAL they did not return at the end of AAL and the employer: failed to tell them the date AAL ended (see Practice Note: Adoption leave— Giving notice and evidential requirements), causing the employee reasonably to believe their AAL was still ongoing, or gave fewer than 28 days' notice of the date AAL would finish, and it was not...
Where there is a business transfer or service provision change amounting to a relevant transfer under the Transfer of Undertakings ( Protection of Employment) Regulations 2006 ( TUPE 2006), SI 2006/246, the transferor and the transferee have certain obligations to inform and consult This Practice Note explores the obligations to inform and consult under TUPE 2006, setting out what amounts to a relevant transfer, who must carry out the duties (transferor and transferee), and who must be engaged in the process... Affected employees and any proposed measures Appropriate representatives, including trade union and employee representatives, and arranging elections The rights of appropriate representatives Variations for small businesses, small transfers and TUPE microbusinesses The duty to inform and the duty to consult Pre-transfer collective consultation about post-transfer dismissals under the Trade Union and Labour Relations (...
This Practice Note examines the implied duty of mutual trust and confidence (in a fiduciary sense) embedded in every contract of employment. It explores the reciprocal obligation, requiring both employer and employee to refrain, without reasonable and proper cause, from conduct intended or likely to undermine or seriously damage the employment relationship. It addresses breach of the term as a basis for constructive dismissal, the Johnson exclusion on damages, breach by the employee justifying summary dismissal, its interaction with express terms, whether breach is invariably repudiatory, the relevance of intention, reasonable and proper cause, and breach by the employer where the employee is already in repudiatory breach. The nature of the term or duty Each contract of employment is treated as incorporating a term of trust and confidence. It obliges employers and employees not to act, without reasonable and proper cause, in a way...
FORTHCOMING CHANGE: Further to the Government’s response to the Ministry of Justice’s and the Office of the Public Guardian ( OPG)’s consultation, Modernising Lasting Powers of Attorney, the Powers of Attorney Bill received Royal Assent on 18 September 2023 and thereby became the Powers of Attorney Act 2023 ( PAA 2023). When brought into force, PAA 2023 will introduce amendments to the Mental Capacity Act 2005 ( MCA 2005) to deliver a more modern lasting power of attorney ( LPA) service. The changes will include: bringing in regulations so those involved in making an LPA can choose to sign the LPA electronically or on paper; the removal of attorneys’ ability to register an LPA, so that registration is permitted only by the donor; setting regulations that govern identification verification requirements for registration...
This Practice Note examines what a headline rent is and how it relates to an open market rent review. For more on rent review, see Practice Notes: Negotiation guide—rent review clauses—commercial leases and A guide to rent review for property lawyers. What is a headline rent? When the market is declining, landlords often provide financial incentives to persuade tenants to enter into a lease while preserving the rent shown on the face of the lease. Such incentives may include: a reduced rent for a defined period a capital sum towards fitting-out costs a rent-free period offered purely as an incentive, not for fitting-out The headline rent is the higher nominal figure a tenant agrees to pay once the value of the incentive has been taken into account......
For family solicitors and separating spouses, the consequences of insolvency can significantly impact divorce cases and, in certain scenarios, may mean the family court lacks authority to determine any applications for financial relief (including applications for property adjustment). This consequence has been explored in numerous decisions across both the insolvency and family jurisdictions. Regrettably, it is far from rare for bankruptcy to be underway while divorce is also in train, and parallel proceedings can generate tension over how assets should be divided. While the family court seeks to make an order dealing with the assets (a property adjustment order), weighing, among other factors, the parties’ and children’s future needs, the bankruptcy court focuses on distributing assets by reference to proprietary rights, placing creditors’ interests foremost. In practical terms, the insolvency court approaches division on a real property basis, with the...
STOP PRESS This Practice Note is being updated to incorporate changes to the Sponsor Guidance that took effect on 6 March 2026. For a full breakdown, see News Analysis: Detailed list of Home Office’s Sponsor Guidance changes of 6 March 2026. This Practice Note sets out how a sponsor in the Workers and Temporary Workers routes may lose its licence or have it curtailed. These routes are: downgrading revocation suspension surrender by sponsor reduction of Certificate of Sponsorship ( Co S) allocation The applicable Home Office guidance for sponsors is the Workers and Temporary Workers Sponsor Guidance, with Part 3 in particular covering sponsor duties and compliance. In R ( New London College Ltd) v Secretary of State for the Home Department ( SSHD); R ( West London Vocational Training College) v SSHD, the Supreme Court confirmed that the...
Failure to advise on legal aid eligibility may amount to negligence, even where a firm does not carry out legal aid work, and a client’s potential eligibility for legal aid must be considered at the outset of the case In David Truex Solicitor (a firm) v Kitchin, the court, addressing costs, found the client had not been informed about the availability of legal aid at the earliest opportunity and underlined that solicitors must assess eligibility from the start. The client was entitled to recover all sums paid to the solicitors, save for a small amount for the initial conference. See Practice Note: Taking initial instructions from family clients. Practitioners must take into account their client’s attributes, needs and circumstances. For additional guidance, see Practice Note: The Solicitors Regulation Authority ( SRA) regime for family lawyers. As a consequence of the reforms introduced by the Legal Aid,...
Consequences of not obtaining members’ approval for credit transactions under the Companies Act 2006 The Companies Act 2006 ( CA 2006) sets out what follows if a company fails to secure the necessary members’ approval for credit arrangements made for the benefit of directors, persons connected to directors, and associated arrangements. For more on when members’ consent is required, and on key transitional provisions, refer to Practice Note: Credit transactions for the benefit of a director, a connected person and related arrangements—requirement to obtain members’ approval. For these statutory rules, ‘director’ embraces anyone occupying the role of director, whatever the title, and includes a shadow director. Where the company entering into the credit transaction has its equity shares listed in the equity shares (commercial companies) category, the UK Listing Rules ( UKLR)—notably UKLR 8 on related party...
Prepared with insights from Rebecca Cousin of Slaughter and May on market practice. Background UK public company takeovers are tightly regulated transactions, and meticulous forward planning is fundamental to the success of any takeover bid process. This Practice Note sets out the matters an offeror should weigh when preparing a takeover, including the need for strict secrecy before any offer announcement, the various situations in which an announcement becomes required, and the very significant implications that follow once an announcement is made. It also explains the roles of the key advisers, the different structures used for takeovers, financing considerations, anti-trust and other regulatory considerations and constraints, such as limits on entering into offer‑related arrangements and special deals with shareholders. Bid team A suitable team of advisers should be appointed at the outset. Under the City Code on Takeovers and Mergers (the Code), discussions before...
Consent by a requested person to extradition Consent by a requested person to extradition refers to an individual agreeing to their own surrender following a request made under Parts 1 or 2 of the Extradition Act 2003 ( EA 2003), and doing so before any order is issued or an extradition decision is taken. Ability to consent to extradition The capacity to consent applies where the requested person has been arrested pursuant to: a warrant under EA 2003, Part 1 a warrant under EA 2003, Part 2, or a provisional warrant obtained at the request of a category 1 or 2 territory the power of provisional arrest under EA 2003, s 74A The individual may consent whether the extradition request is founded on an accusation or follows a conviction. A requested person cannot consent in proceedings that arise from the UK entering into a special extradition arrangement under EA 2003, s 194 with a...
Resignation of a company secretary This Practice Note considers the corporate law consequences arising from the resignation of a company secretary in a public or private company. It does not address procedures for appointing or dismissing a company secretary in public or private companies; for matters, refer to Practice Notes: Appointment of a company secretary and Removal of a company secretary. There are no express rules in the Companies Act 2006 ( CA 2006) or the model articles setting out the process by which a company secretary can resign......
This Practice Note examines the principal tests for when a finance lease exists and outlines its core characteristics. It also highlights the main advantages of a finance lease. This Practice Note should be read alongside the notes on operating leases (see Practice Notes: Operating leases and Lease finance structures) and on alternative leasing structures (see Practice Note: Alternative leasing structures). Characteristics of a finance lease FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland defines a finance lease as one that transfers substantially all the risks and rewards incidental to ownership. This threshold is typically met where lease rentals payable for the asset mean the lessee covers the lessor’s full cost of supplying the asset and the lease term broadly aligns with the asset’s entire useful life. Accordingly, where those conditions hold, the arrangement is ordinarily regarded as one that...
Lenders commonly take security to back a borrower’s duties under a loan. Granting security gives them specific rights over the secured property if the borrower does not repay. A mortgage is one of the four categories of security recognised by English law; for further detail, see Practice Note: Types of security. This Practice Note explains: what a mortgage is how a mortgage differs from a charge the distinctions between a legal mortgage and an equitable mortgage which assets can be mortgaged how assignments by way of security interact with mortgages Practice Note: Introductory guide to security in a lending transaction provides broader information on security in loan transactions. It covers what security is and why lenders take security, who can provide security and over what kinds of assets, the types of security available under English law, why and how security is perfected, and the steps lenders can take to...
Specific conventions should be observed when speaking to members of the judiciary at all times...
Guarantees are commonly deployed in banking arrangements as a type of security for a debt obligation. In these situations, they comprise a contractual commitment by which one party (the guarantor) undertakes to be responsible for the obligations of another (the principal) that are owed to a third party. They do not confer proprietary rights over property. In this sense, guarantees are regarded as quasi-security. This Practice Note considers: the core legal features of guarantees how guarantees operate in financing transactions why lenders favour documents that combine a guarantee with an indemnity which obligations are typically covered-duties under a particular deal or on an ‘all monies’ basis? whose liabilities are usually supported in finance transactions the application and scope of limited guarantees, and why lenders must understand guarantor rights and available guarantor protections This Practice Note does not address on demand...
What is a certificate of title? A certificate of title is a distinct form of title report produced by a solicitor for a party other than their own client. Within commercial property deals, solicitors are commonly asked to examine the title (for example, where land is being bought or put forward as security) on behalf of their client. They then provide a report to the client on the overall character and/or soundness of the title, setting out in detail what their enquiries uncovered, eg any defects or encumbrances affecting the title (such as charges or easements), together with any rights that materially benefit the property. In some situations, the client instructs the solicitor to prepare this report for a person other than the client, for instance a mortgagee or a buyer of shares in a company that holds the land. This specific variant of a title...
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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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