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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 examines the regulatory obligations that arise for a company admitted to the equity shares (commercial companies) category (also known as the commercial companies category) when it undertakes a transaction that amounts to a related party transaction under Chapter 8 of the UK Listing Rules, UKLR 8. In this Practice Note, a reference to a listed company means, for the purposes discussed here, a company listed in the commercial companies category. Provisions in the Companies Act 2006 ( CA 2006), the Disclosure Guidance and Transparency Rules ( DTR) and the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) may likewise be relevant and should be considered as appropriate where a listed company enters into a related party transaction. Notably, CA 2006 imposes controls on UK companies generally, including the rules on substantial property transactions between a company and a...
This Practice Note explores aspects of, and specifically, the government’s work on developing the UK Sustainability Reporting Standards. The UK government has pledged to establish a UK Sustainability Disclosure Requirements ( SDR) regime that consolidates new and existing sustainability reporting obligations for businesses, the financial sector and investment products. Its objective is a single, integrated framework of sustainability‑related disclosure requirements and metrics, so investors receive clear, comparable information to support their decision‑making. A key element of the UK SDR regime is the introduction of UK Sustainability Reporting Standards—reporting standards for use by certain UK companies and businesses to disclose sustainability‑related information. These standards emphasise sustainability‑related risks and opportunities. This Practice Note concentrates on the creation of the UK Sustainability Reporting Standards ( UK SRS) and proposals for transition plan disclosures. Within Greening Finance: A Roadmap to Sustainable Investing ( October 2021) ( Roadmap), the...
Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules ( DTR 2). Where relevant, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base— Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the...
This Resource Note signposts pertinent commentary, analysis and materials to help with interpreting, and to give practical direction on applying, Chapter 3 of the Disclosure Guidance and Transparency Rules ( DTR 3). Where appropriate, it draws on: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural and Technical Notes (which are formal guidance and bind the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes, and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 3 provides guidance on certain notification duties of issuers, persons...
What is a rescue buyout? A company or business in a rescue scenario is typically facing potential financial strain, for example when it: has a short-term inability to meet its debts, or lacks capital or alternative finance to support medium to long-term development In private equity terms, following the 2007–2008 credit crunch, many funds actively sought to acquire troubled companies, with the intention of engineering turnarounds and folding them into their portfolios. This sort of distressed investment is counter-cyclical and can be a practical way to spread risk and balance exposure within a portfolio. By contrast, incumbent private equity investors backing distressed businesses could themselves become targets if a portfolio company moved into the ‘zone of insolvency’. The following types of company are commonly viewed as suitable for turnaround by private equity firms, in particular those that: need operational and financial...
This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority ( FCA) Handbook FCA Knowledge Base guidance— Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and...
An acquisition of a company or of business and assets in a private equity buyout, although comparable to a standard acquisition, carries several notable differences. These arise chiefly from the roles and status of the parties involved—the private equity investor, the management team, the buyer (or newco) and the seller. For further guidance on structuring a private equity investment, see Practice Note: Buyouts. This Practice Note examines the key elements of due diligence and the acquisition documentation. Due diligence As with any share or business and asset purchase, both management and the private equity investors must carry out their own due diligence investigations into the target business. Purpose From the buyer’s standpoint, due diligence aims to highlight potential deal breakers at an early stage, to identify risk areas and evaluate how the target manages those risks, and to agree where ultimate...
This Practice Note explains the routes by which a Scottish agricultural tenancy may move from one holder to another, whether through lifetime assignation, or by testate or intestate succession. The steps required depend on the tenancy type—either a 1991 Act Tenancy under the Agricultural Holdings ( Scotland) Act 1991 ( AH( S) A 1991) or a 2003 Act Tenancy under the Agricultural Holdings ( Scotland) Act 2003 ( AH( S) A 2003)—whether assignation or succession is permitted, and, for succession, whether the tenant leaves a bequest in a will or dies intestate. A key rule is that, unless the landlord consents, a tenant cannot transfer an agricultural tenancy to anyone (for example, a company, society, club or firm) other than a single natural person. The Scottish Land Commission provides a helpful guide: Scottish Land Commission— A guide to– Transfer of tenancies by...
The King’s Speech 2026 The King’s Speech 2026, with its accompanying background briefing notes and delivered on 13 May 2026, puts energy security at the centre of the government’s legislative plans. A consistent message throughout is that geopolitical volatility and dependence on fossil fuels necessitate driving faster clean power deployment, reforming electricity markets, scaling nuclear generation and fortifying strategic infrastructure... Of particular interest to energy sector participants are the following core elements of the programme (explored further below): Energy Independence Bill Nuclear Regulation Bill Electricity Generator Levy Bill European Partnership Bill Regulation for growth Bill Cyber security and Resilience Bill Steel Industry ( Nationalisation) Bill It is also vital to note the considerable political and practical uncertainty over both delivery and eventual scope. Alongside the customary political, fiscal and parliamentary scrutiny anticipated before any enactment, the timing of the Speech...
This Practice Note sets out the situations and procedures by which a borrower can bring a credit agreement to an early close. Introduction to early settlement Borrowers may terminate regulated agreements at any time by giving statutory notice and paying the sums then due, less any rebate ( Consumer Credit Act 1974, s 94 ( CCA 1974)). Unless the agreement is secured on land, they are entitled as of right to clear all or part of what they owe. Contracting out is prohibited; creditors cannot remove the right to early settlement or make it conditional. When can borrowers settle early? Borrowers under a regulated consumer credit agreement may settle some or all of the agreement at any time, provided they: give notice to the creditor; and pay all amounts then due under the...
In some situations, borrowers can step away from agreements covered by the Consumer Credit Act 1974 ( CCA 1974) within 14 days. This Practice Note sets out when that withdrawal right arises and how to use it in practice. It clarifies availability and the steps to take in detail. It also looks at parallel provisions for P2P agreements contained in the Consumer Credit sourcebook ( CONC) too. Introduction The withdrawal right for regulated agreements is anchored in CCA 1974, s 66A, which transposed the EU Consumer Credit Directive (2008/48/ EC). Two preliminary points deserve emphasis at the outset. First, the substance of this right has remained largely unchanged since responsibility for consumer credit was assumed by the Financial Conduct Authority ( FCA) in April 2014, following the transfer of functions. Nevertheless, alterations to the framework are anticipated, so readers should stay alert to legal...
This Practice Note examines core aspects of the UK framework for money market funds ( MMFs) that stems from Regulation ( EU) 2017/1131 (the EU MMF Regulation). It also looks at suggested changes to the framework, with the Financial Conduct Authority ( FCA), HM Treasury and the Bank of England ( Bo E) working jointly to bolster its resilience and align it with post‑ Brexit regulatory objectives. For background on the EU MMF Regulation, see Practice Note: EU MMF Regulation—essentials. What is an MMF? Money market funds ( MMFs) are investment funds that invest in short‑term debt instruments and so play a significant role in the short‑term financing of the economy. In particular, MMFs are open‑ended, liquid investment funds that invest in fixed income through short‑term debt, for example money market instruments issued by banks, governments or companies (including treasury bills, commercial paper and...
This Practice Note provides an overview of the applicable rules and guidance on arrears, default and recovery in the Financial Conduct Authority ( FCA)’s Consumer Credit sourcebook ( CONC). It also identifies separate obligations under the Consumer Credit Act 1974 ( CCA 1974) that must be met before a lender may enforce an agreement, including serving a notice of sums in arrears ( NOSIA) and issuing a default notice. Background Firms undertaking consumer credit activities must adhere to Chapter 7 of CONC, which sets out the relevant standards on arrears, default and recovery. In broad terms, these provisions prescribe the conduct expected when collecting debts and dealing with borrowers in arrears or forbearance, covering how firms communicate and how they intend to support customers in difficulty. During the coronavirus pandemic, the FCA introduced its Tailored Support Guidance ( TSG) for Consumer Credit, Mortgages and...
This Practice Note considers the impending entitlement for trade unions holding a certificate of independence to enter workplaces to meet, recruit, organise and represent workers, and to facilitate collective bargaining. The entitlement will be introduced under section 59 of the Employment Rights Act 2025 ( ERA 2025) once commenced, with further detail to be prescribed in regulations. A consultation on the right ran from 23 October to 18 December 2025. The government’s response was published on 8 April 2026, alongside a consultation on a draft statutory Code of Practice ( Co P) to be issued under section 203 of the Trade Union and Labour Relations ( Consolidation) Act 1992 ( TULR( C) A 1992). That consultation runs until 20 May 2026. The intention is for the new access right to come into force by October 2026. For further...
This Practice Note distils the Department for Business and Trade ( DBT) Modern Industrial Strategy 2025 and its Industrial Strategy Sector Plans, highlighting principal features and market implications. It concentrates on the Clean Energy Industries and Advanced Manufacturing Sector Plans and evaluates key ramifications for participants in the energy and manufacturing markets and for lawyers advising within those industrial settings and transactions. What is the UK manufacturing strategy? On 23 June 2025, the DBT issued the Modern Industrial Strategy 2025 (the Strategy), setting out a ten-year programme to raise investment in eight high-growth sectors by creating faster, simpler, more certain and more stable investment opportunities in UK businesses. The high-growth sectors are: advanced manufacturing clean energy industries creative industries defence digital and technologies financial services life sciences professional and business...
This tracker monitors current Court of Justice appeals concerning State aid ( Articles 107–109 TFEU) and other aid recovery actions. For concluded matters, consult Court of Justice State aid appeals—closed cases tracker. Note—closed appeals are transferred from this page to the closed trackers within seven days of the final ruling. For the Commission’s recent State aid decisions, see EU State aid decisions—ongoing cases tracker; for appeals pending before the General Court, see General Court State aid appeals—ongoing cases tracker; and for national references before the Court of Justice touching on State aid, see Court of Justice State aid national references—ongoing cases tracker. Appeals from the General Court Case C-306/26 P, LM v Commission — Appeal against the General Court’s order in Case T-261/25 declaring inadmissible an annulment action concerning parts of Commission decision SA.44944— Tax treatment of public casinos in...
This Practice Note This Practice Note collates relevant judgments on the National Security and Investment Act 2021 ( NSIA 2021) and monitors transactions where the UK government has stepped in on national security grounds......
FORTHCOMING CHANGE: On 11 March 2024, HM Treasury initiated a consultation examining the effectiveness of the Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017, SI 2017/692, which impose obligations on various businesses to identify and deter money laundering and terrorist financing. It focused on how the regime operates in practice and how in-scope businesses identify and prevent money laundering and terrorist financing on a day-to-day basis. The government’s reply to that consultation appeared on 17 July 2025, followed on 2 September 2025 by a draft statutory instrument and accompanying policy note. The draft SI proposes a de minimis exemption from the duty to register under the Trust Registration Service where (among other requirements) a trust without a UK tax liability also holds no interest in UK land, holds no assets of material value exceeding £2,000, has not owned...
This Practice Note sets out a consumer’s private right of redress for misleading and aggressive commercial practices under the Consumer Protection from Unfair Trading Regulations 2008, SI 2008/1277 ( CPUTR 2008), introduced by the Consumer Protection ( Amendment) Regulations 2014, SI 2014/870 ( CP( A) R 2014) from 1 October 2014 and updated by the Digital Markets, Competition and Consumers Act 2024 ( Consequential Amendments) Regulations 2025, SI 2025/381. It outlines the consumer’s avenues for redress and provides background and commentary on the revised provisions to be introduced under the Digital Markets, Competition and Consumers Act 2024 ( DMCCA 2024), covering: the right to unwind the right to a discount the right to damages Background In 2012, the Law Commission and the Scottish Law Commission issued a report on redress for consumers affected by misleading and aggressive practices. They concluded that,...
This Practice Note sets out the function of a notary, the process for notarising a document, and the concept of legalisation. For further detailed guidance, consult the following Practice Notes: notaries notarisation legalisation We have assembled a comprehensive, interactive collection to assist users in identifying and navigating concepts and recurring issues arising on the execution of documents. Each stage includes Practical Guidance, Precedent Clauses and Q& As tailored to that phase. For more details, see: Execution collection. Notaries A notary is a qualified lawyer whose principal role is to authenticate and certify signatures and documents, whether intended for use overseas or as certified copies. Notaries also administer and take oaths and affirmations, and may undertake certain reserved activities under the Legal Services Act 2007, including commercial and property matters, as well as family and private client work (but not...
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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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