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On 29 April 2026, the Pension Schemes Act 2026 (the Act) received Royal Assent. The Act contains new powers making it easier for pension scheme trustees to make payments out of surplus funds to scheme employers.

Published: 1 May 2026
Author: Lynette Lewis & Rhiannon Barnsley-Bloomfield

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What is the background to the reforms?

Prior to the implementation of the new provisions, to make a payment out of surplus funds to a sponsoring employer in an ongoing pension scheme, the trustees must have passed a resolution known as section 251 resolution before 6 April 2016. This resolution allowed schemes with a pre-existing power to pay surplus funds to employers to preserve it.

However, for schemes that did not pass a resolution in time or have a power to make a payment out of surplus to the employer while the scheme is ongoing, the surplus may be “trapped” until the scheme is wound-up. The funding of defined benefit schemes has improved in recent years hitting a record high, meaning the issue of trapped surplus has become more topical.

The Department for Work and Pensions (DWP) published its Options for Defined Benefit schemes consultation on 23 February 2024 which consulted on methods to make it easier to extract surplus from well-funded schemes. On 29 May 2025, the DWP published its response. As part of this response, the DWP announced that surplus reforms would be taken forward in the Pension Schemes Bill “to make surplus extraction easier for trustees” noting that “Increased surplus flexibilities, with appropriate safeguards, will allow more well-funded DB schemes to release resources back to businesses and scheme members.”

What are the new powers?

Under the new provisions the trustees of a pension scheme may, by resolution, amend the scheme rules to:

introduce a power for the trustees to make payments to the employer of the scheme out of scheme funds where no power currently exists
remove or relax any restrictions imposed by the scheme rules on any existing power to make payments to the employer of the scheme out of scheme funds

The new provisions only apply to schemes that are not being wound-up. The requirement for trustees to have passed a section 251 resolution by 6 April 2016 will be repealed.

What are the restrictions?

The use of the new powers must be in accordance with regulations. The Act sets out that regulations must be made:

prohibiting a payment out of surplus funds unless a relevant actuary is satisfied that certain conditions under the regulations are met in relation to the value of the scheme’s assets and the amount of the scheme’s liabilities
making provisions about the basis on which the value of the scheme’s assets and liabilities are to be determined
requiring the relevant actuary to give a certificate before the payment is made
requiring the members of the scheme to be notified about the payment before it is made

The Government has previously indicated that it is minded to amend the funding threshold at which trustees can share surplus funds with the sponsoring employer of the scheme. This is currently set at funding on a buy-out basis but could be amended to funding on a low dependency basis. The Government is planning to set out further detail in its consultation on the regulations.

Additionally, relaxation of the statutory restrictions does not automatically mean that funds may be paid to a sponsoring employer. Trustees will still be required to ensure that the exercise of any powers under the trust deed and rules are exercised in accordance with their fiduciary obligations to members.

When can the new powers be exercised?

According to the Government’s Roadmap, the surplus regulations and guidance will come into force by the end of 2027.

Separately, at the Autumn Budget 2025, the Government announced that from 6 April 2027, schemes will be able to pay surplus funds directly to scheme members over the normal minimum pension age, where the scheme rules and trustees permit it. The change is set to be introduced in the Finance Bill 2026-27.

Key takeaways

Regulations, which will contain much of the detail on the use of the new powers, are expected by the end of 2027. Guidance is also expected at a similar time. Trustees and employers of well-funded schemes should continue to monitor developments in this area and consider if the new powers could address any trapped surplus in their schemes.

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Pension Schemes Act 2026: DC pension shake-up

Wed, 29 Apr 2026 00:00:00 +0100

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Pension Schemes Act 2026: DC pension shake-up

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On 29 April 2026, the Pension Schemes Act 2026 (the Act) received Royal Assent. The Act contains multiple reforms to DC pensions.

Published: 1 May 2026
Author: Heather Chandler & Rhiannon Barnsley-Bloomfield

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What is the background to the reforms?

The Act was originally introduced as the Pension Schemes Bill on 5 June 2025. It is intended to “tackle schemes delivering poor returns for savers, combine smaller pension pots, and create bigger and better pension funds” with multiple measures introduced to reform the DC pensions market.

Scale requirements

Following the Government’s response to its consultation on Unlocking the UK pensions market for growth, there are new requirements for DC multi-employer schemes (ie master trusts and GPPs) to operate a main scale default arrangement (MSDA) which has at least £25 billion in assets under management from 2030 otherwise the schemes will no longer be qualifying schemes for auto enrolment purposes.

If a scheme cannot meet the above requirement, there are two additional routes for schemes intended to “balance the need for a strong, consolidated market with the benefits of innovation, competition and orderly transition”:

the transition pathway: giving existing smaller schemes that have at least £10 billion in assets under management in a MSDA by 2030 an additional five years to meet the scale requirement if they can show they have a credible plan to meet the requirement
the new entrant pathway: giving new schemes the ability to enter the market if they are offering a genuinely innovative proposition that is “materially different” to existing market participants

Guidance on the new requirements has been published by the Department for Work & Pensions (DWP) and The Pensions Regulator (TPR). The transition pathway is expected to open in 2029 before the requirements apply (which is expected to be from 1 January 2030 at the earliest).

Contractual override

The Act introduces a contractual override for schemes regulated by the Financial Conduct Authority (FCA). Providers will be able to make “unilateral changes” to schemes, including amending terms or transferring a scheme to a different scheme operated by the same provider or a scheme operated by a different provider without consent from members. Unilateral changes are subject to the “best interests test” and a certification from an independent person that the test is met.

Contractual override is expected to be available from 2028.

Value for Money assessments

The Act provides the legislative powers to mandate the Value for Money (VFM) framework for trust-based schemes with DC benefits which intends to shift the focus from cost to value. Trustees must carry out an assessment and assign a VFM rating.

If the trustees assign a ‘not delivering’ rating, they must prepare an action plan for TPR and inform the participating employers of the rating and the actions that the trustees consider appropriate having regard to the rating.

On 8 January 2026, the FCA, DWP and TPR jointly published a consultation on the proposed new framework. TPR and the FCA are targeting 2028 for the first VFM assessments to be provided under the framework with data collection for the new framework expected to begin in 2027.

Automatic small pot consolidation

Automatic enrolment schemes will be required to transfer small pension pots to authorised consolidators if they:

are £1,000 or less in value (but not nil)
have had no contributions paid into them or any active investment decisions made in respect of them in the last 12 months

There are certain exemptions, such as if the trustees of the scheme consider it is in the best interests of the member not to transfer the pot, for example, if the pot is held in a scheme that provides for a particular religious belief or the pot holds a legacy benefit such as a protected pension age. Members will also be able to opt-out of consolidation.

Eligible master trusts will be able to apply to TPR to become authorised consolidators.

The Government intends to introduce regulations for small pot consolidation in 2027/28 and the process of selecting consolidators is expected to take place in late 2028 / early 2029. The duty to consolidate is expected to come into force from 2030.

Default pension benefit solutions

Trustees of DC schemes will be required to develop ways for members to receive their pension without the member having to make complex choices about how they want to receive those benefits (ie a default pension benefit solution). The solution must be appropriate for the generality of scheme members and should provide an income for the whole of retirement. The solution will be the designated solution under which members will receive their pension benefits unless they choose an alternative.

DWP regulations and FCA rules are expected in 2026. Master trusts are expected to start complying in 2027 with other schemes complying from 2028.

Key takeaways

There are a number of different measures being introduced with various implementation timelines. Trustees of DC schemes should check they are making the necessary preparations to ensure they can comply. TPR has recently published a blog post detailing the new requirements and suggesting that “smaller schemes must take a clear-eyed look at whether they can continue to meet rising expectations – or whether members would be better served through consolidation or wind up.”

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Virgin Media remedy now in force for pension schemes

Wed, 29 Apr 2026 00:00:00 +0100

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Virgin Media remedy now in force for pension schemes

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On 29 April 2026, the Pension Schemes Act 2026 (the Act) received Royal Assent. From this date, the Virgin Media remedy came into force.

Published: 1 May 2026
Author: Suzanne Burrell & Rhiannon Barnsley-Bloomfield

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The fix is in response to uncertainty following the judgement in Virgin Media Ltd v NTL Pension Trustees II Ltd.

What did the case say?

Pension schemes could contract-out of the additional state pension from 6 April 1997 until 6 April 2016. However, as part of contracting-out, schemes were required to provide a minimum level of benefits that were at least broadly equivalent to a “reference scheme”. Legislation provided that amendments to those benefits would be void unless written actuarial confirmation was obtained that the scheme would continue to satisfy this “reference scheme test” following the amendments.

The need for written actuarial confirmation (also referred to as a section 37 confirmation) was confirmed by the High Court, and later the Court of Appeal, which found that if the written actuarial confirmation was not obtained before the amendments were made, the amendments were void.

Why is this an issue?

Given the passage of time and difference in practice across schemes, some trustees and employers have found that various amending deeds do not provide clear evidence that written actuarial confirmation was obtained. This has led to lack of clarity over whether certain amendments were valid, potentially leading to material changes in benefits and funding requirements as well as delaying transactions such as risk transfer projects.

There has continued to be uncertainty in the industry, including debate on whether invalid amendments might become valid at the time that the actuary re-certified the scheme as part of the triennial valuation and whether deeds closing the scheme to future accrual required written actuarial confirmation.

Following industry campaigning, the DWP announced that it would introduce legislation to address the issues arising from the judgement. It has done this through the Act.

What is the remedy?

The fix is in sections 103 - 106 of the Act and will permit scheme actuaries to give retrospective written actuarial confirmation in relation to historic amending deeds which will treat amendments as having been validly made insofar as the contracting-out requirements are concerned. The actuary will need to form an opinion about whether it is reasonable to conclude, that on the assumption the amendment was validly made, that the amendment would not have prevented the scheme from continuing to meet the reference scheme test.

An amendment will be deemed a “potentially remediable alteration” that can make use of this remedy if it:

required written actuarial confirmation under the legislation
was treated by the trustees of the scheme as a valid amendment
is not excluded from the scope of the remedy

The remedy will not be available if the trustees of the scheme have taken any “positive action” on the basis that they consider the amendment to be void by:

notifying any members of the scheme in writing that the trustees consider the amendment to be void and that the scheme will be administered on the basis that the amendment has no effect
notifying any members of the scheme in writing of any other step taken in relation to the scheme which has, or will have, the effect of altering payments to or in respect of members of the scheme

Are there any exemptions?

Schemes are excluded from the scope of the remedy if any question relating to the validity of an amendment:

has, before 29 April 2026, been determined by the court in qualifying legal proceedings
was in issue on or before 5 June 2025 in qualifying legal proceedings but has been settled by agreement between the parties at any time before 29 April 2026
was in issue on or before 5 June 2025 in qualifying legal proceedings and remains in issue in those proceedings

“Legal proceedings” means proceedings for the determination of a dispute brought before a UK court. They are “qualifying legal proceedings” if they will determine a dispute as to the rules of the scheme and the parties include the trustees and one or more members or other beneficiaries of the scheme.

Is there any guidance?

The Financial Reporting Council issued guidance on 23 January 2026 to assist pension scheme actuaries asked to provide retrospective confirmation to validate historic changes to pension scheme rules. On 26 March 2026, The Pensions Regulator published guidance for trustees on the use of the remedy.

Key takeaways

Now that the Virgin Media remedy is in force, scheme actuaries can give retrospective written actuarial confirmation to schemes if they consider the requirements are met. For schemes with an identified issue, this will be welcome news. Trustees should review amendments dated between 6 April 1997 and 5 April 2016 and take legal advice on whether the statutory requirements were met or if the amendments need to be corrected using the remedy.

Some schemes may have paused de-risking transactions while waiting for the legislation and may now be ready to proceed now the uncertainty has been cleared.

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From grievances to governance: AI’s impact on higher education HR

Wed, 29 Apr 2026 00:00:00 +0100

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Article | 4 min read

From grievances to governance

AI’s impact on higher education HR

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Artificial intelligence is no longer a future concept for higher education institutions. The challenge is not simply whether AI should be used, but how it can be integrated responsibly, transparently and lawfully into people management processes.

Published: 29 April 2026
Author: Kate Dodsworth

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AI is already embedded in the day‑to‑day working lives of staff and HR teams alike. From generative AI tools used by employees to draft grievances and tribunal claims, to management systems that rely on algorithms to support recruitment, performance management and decision‑making, AI is reshaping how employment relationships function within universities.

While much public commentary on AI in higher education continues to focus on student use and academic integrity, there is growing recognition that the legal, ethical and operational implications for university HR functions are just as significant. Sector‑specific guidance and commentary make clear that institutions must now grapple with AI’s impact on governance, fairness, data protection and staff wellbeing, often within a complex unionised environment.

Employees, grievances and the rise of AI‑assisted complaints

One of the most immediate impacts of AI on university HR teams is visible in grievance, disciplinary and capability processes. Employment and HR commentators increasingly report that staff are using generative AI tools to research employment law, draft detailed complaints and frame allegations in highly legalistic terms.

What were once relatively informal expressions of concern now often arrive as lengthy documents citing statutory provisions, case law and alleged procedural failures. In the higher education context—where staff are frequently highly literate, well‑informed and supported by strong trade union representation—this trend is particularly pronounced. AI lowers the barrier to producing complex submissions, increasing both the volume and sophistication of complaints and, in turn, the time and resource required to investigate them properly.

There is also a growing risk that AI‑generated submissions may contain inaccuracies, fabricated authorities or exaggerated factual assertions. Recent legal commentary highlights the problem of “hallucinations”, where AI produces information that appears credible but is factually incorrect, placing pressure on HR teams to verify material carefully rather than accept it at face value.

For universities, the risk is not that employees are using AI per se, but that grievance processes become more adversarial, more resource‑intensive and more likely to escalate into employment tribunal proceedings if not handled with care and procedural rigour.

Trade unions, collective action and AI‑enabled strategy

Alongside individual employee use of AI, trade unions are increasingly harnessing technology to support members, analyse workforce data and develop negotiation strategies. Unions are also adopting AI‑enabled tools to strengthen collective bargaining positions and to scrutinise employer decision‑making more closely.

For universities, many of which operate within highly unionised environments, this development has practical implications. AI can be used to identify patterns in pay, promotion outcomes or disciplinary trends, enabling unions to challenge perceived disparities more effectively. It can also support organising activity and the coordination of collective responses to institutional change.

Employers introducing AI‑driven management tools without appropriate consultation may face resistance, particularly where unions perceive algorithmic decision‑making as lacking transparency or undermining established protections. In the higher education sector, where collegial governance and consultation are deeply embedded, failure to engage meaningfully with staff representatives can undermine trust and trigger disputes.

Efficiency gains and emerging legal risks

At the same time, HR teams within universities are increasingly exploring AI to support recruitment, workforce planning, note‑taking, case management and policy development. Higher education institutions are actively piloting AI tools and developing internal guidelines to support staff use, often driven by efficiency pressures and resource constraints.

However, AI‑driven HR processes carry material legal risks if deployed without sufficient human oversight. These risks include indirect discrimination, lack of transparency, over‑reliance on flawed outputs and breaches of data protection law. HR teams should also be careful of sharing confidential information with open AI models, particularly where the data concerns sensitive company related information or third-party data; confidentiality is then lost and data protection breaches can arise (and the same applies when individuals do the same).

In a university setting, these issues are compounded by the sensitivity of employment decisions, the diversity of the workforce and the heightened expectations of procedural fairness. Automated or semi‑automated decisions that influence recruitment, promotion or disciplinary outcomes can be challenged where staff are unable to understand how a decision was reached or where human judgement appears to have been displaced.

Regulatory commentary also stresses that accountability for HR decisions cannot be delegated to AI. Institutions remain legally responsible for outcomes, even where AI tools are used to support them.

The case for human oversight

Responsible AI use in HR requires more than a policy statement. It demands governance structures, clear accountability and meaningful human involvement in decisions affecting staff.

For higher education employers, responsible AI means ensuring that:

AI is used to support, not replace, human judgement in people management
decision‑making processes remain transparent and defensible
risks of bias, discrimination and error are actively monitored
staff and unions understand how AI is being used and why.

HR functions, because of their direct impact on individuals’ livelihoods and wellbeing, are among the areas where ethical AI standards matter most.

Practical steps for higher education HR teams

Drawing on emerging best practice, universities can take several practical steps to integrate AI responsibly into HR operations:

audit current AI use, including informal staff use of generative tools in HR‑related processes
set clear boundaries around acceptable use of AI in grievances, disciplinaries and management decision‑making
maintain human review of all decisions with material employment consequences
train HR teams and managers to recognise AI‑generated content and verify accuracy
engage early with trade unions when introducing AI‑enabled tools that affect staff
embed AI governance within existing equality, data protection and risk frameworks.

Looking ahead

AI is already changing how employment relationships operate within universities. For higher education leaders, the task now is to recognise AI as a present‑day employment issue, not a theoretical future risk. By approaching AI strategically, with a focus on fairness, transparency and human oversight, universities can harness its benefits while protecting institutional integrity, legal compliance and staff trust.

For a more in-depth discussion on this topic, join Kate Dodsworth, Jo Tunnicliff and Jonathan Naylor at their session for the Universities Human Resources (UHR) Annual Conference taking place on 12 – 14 May 2026: UHR : Universities Human Resources

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Good news on upwards only rent reviews

Fri, 24 Apr 2026 00:00:00 +0100

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Good news on upwards only rent reviews

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The government has indicated that there will be some flexibility on the terms of rent review clauses despite the ban on upwards only rent review clauses contained in the English Devolution and Community Empowerment Bill.

The Bill has passed through all its major stages and now is subject to a game of parliamentary ping-pong as the House of Commons and House of Lords resolve their differences in relation amendments made to the Bill in the House of Lords. However, none of the points still at issue relate to rent reviews, so we know the final form of the legislation implementing the ban, subject to a promised consultation on a collar and cap on the amount by which rents could fall or rise on review.

Published: 24 April 2026
Authors: Michael Callaghan

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Implementation date

We do not know when the provisions in the new legislation will come into force. It is not likely to be before 2027 and there have been rumours that it could be as late as 2028, albeit note should be taken of the proposed retrospective aspects of the legislation, which we comment on below.

How will the ban work?

The ban operates where the rent under the lease is expressed to be payable at the higher of the existing rent and a “reference amount”. A reference amount is an amount that is arrived at by a means of calculation and so it could be one or more of an open market rent, an indexed rent or a turnover rent. Under the ban, if the reference amount is lower than the existing rent, the rent is reviewed to the reference amount. However, how does the Bill operate where there are two or more reference amounts? There has been uncertainty over this point. The Ministry of Housing, Communities and Local Government (MHCLG) has provided some much-needed clarity and will be issuing formal guidance when the Bill becomes law.

For example, if an existing rent of £100,000 is to be reviewed to the higher of the open market rent and the existing rent as increased by RPI, what happens if, on review, the open market rent is £98,000 pa and the existing rent increased by RPI is £105,000? Both figures are reference amounts. Which figure becomes the new rent payable by the tenant? MHCLG says that the higher of the two figures can be used as the new rent, since the RPI-based increase is a legitimate rental increase based on the lease terms. This is welcome news.

Landlords with turnover rent leases will benefit most from this guidance. In many cases, the tenant pays a base rent each year that increases by reference to the higher of an index-linked increase and a percentage of the previous year’s turnover. A disastrous trading year by the tenant will not see the base rent for the next year nosedive if the index-linked calculation produces a higher figure.

Consultation on a collar

The government has said that before the ban is implemented it will consult on introducing a collar on the amount by which the rent could fall because of the ban. For example, if the current rent is £100,000 it may be possible for the parties to agree that the rent could not fall by more than, say, 5%. With such a collar, if the open market rent was £91,000 on review, the collar of 5% would mean that the reviewed rent would be £95,000. The government has indicated that if a collar is agreed, it may require a corresponding cap on any increase so that, in the above example, the reviewed rent could never be more than £105,000. Tenants will no doubt welcome this latter proposal.

Retrospective effect

One amendment made in the House of Lords makes the ban operate retrospectively, but only where the landlord and tenant have, on or after 17 March 2026, entered into arrangements for the renewal of an existing lease and the renewal lease is granted on or after the ban comes into force. “Arrangements for the renewal of an existing lease” include agreements for lease, options to renew (whether contained in a lease or in another document) and landlord’s put options. Where these provisions apply, the starting rent on the grant of the renewal lease cannot be calculated on an upwards only basis and any rent review in the renewal lease cannot operate on an upwards only basis.

Comment

Development

Partner and co-Head of Development James Needham comments “when negotiating pre-lets, developers have to anticipate what an investor will be looking for when the asset comes to market for sale/funding. Until the investment market has reached a consensus on this, developers will need to judge what is likely to be acceptable, but the MHCLG guidance is helpful in confirming that a legitimate increase in one reference amount is not undermined by a fall in others. For now, we are likely to see the continuation of an existing trend – the decline of open market reviews in favour of the greater simplicity and certainty offered by indexation and fixed percentage increases.”

Investment

Partner and co-head of Investment, Kate McCall says “The MHCLG guidance is likely to be cautiously welcomed by investors as a pragmatic softening of the intended ban on upwards only rent reviews. It signals that policymakers recognise the importance of allowing leases to continue delivering rental growth through legitimate index linked or turnover based mechanisms, even where open market rents fall. While material uncertainty remains around collars, caps and the timing of implementation, the guidance suggests a clear awareness of one of the investment market’s principal concerns: preserving income certainty. In practice, this is likely to further accelerate the shift away from open market reviews towards indexation and fixed uplifts, which sit more comfortably with current pricing, funding and valuation discipline”

Corporate occupier

Partner in Real Estate Litigation , Elinor Sandbach comments “The proposed ban on upwards only rent reviews is a positive step for occupiers, offering the prospect of rents that better reflect market conditions rather than being locked into perpetual upward movement. That said, tenants should be cautious about assuming a dramatic shift in balance. Index linked and turnover based mechanisms may still protect landlords from downside risk, and potential rent review collars could further blunt the practical impact of the ban. Ultimately, while the direction of travel favours tenants, the real benefit will depend on careful lease structuring and early strategic advice to ensure the legislation delivers meaningful flexibility in practice.”

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Not such a modest duty: why the new DUAA complaints regime deserves attention

Thu, 23 Apr 2026 00:00:00 +0100

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Not such a modest duty

Why the new DUAA complaints regime deserves attention

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Quietly included in the Data (Use and Access) Act 2025 is a new complaints-handling duty for organisations, coming into force on 19th June 2026. This article explains the changes and how organisations can prepare.

Published: 23 April 2026
Authors: Kate Brimsted

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Unassumingly tucked away amongst the many detailed provisions of the Data (Use and Access) Act 2025 (‘DUAA’) is the new complaints-handling duty for organisations, now inserted as section 164A of the Data Protection Act 2018 and coming into force on 19th June 2026. This article examines what is known about the new complaints regime, the difference it could make for individuals and organisations, and how organisations can prepare.

What’s changing & when?

The UK’s data protection regime already included a panoply of individual ‘data subject’ rights - from the right of access (the ‘DSAR’) to rectification to deletion - and, strictly speaking, the present change is not a new right for individuals. What is changing is the arrival of a new statutory duty on controllers to run a compliant internal complaints process along prescribed timelines.

As the Information Commissioner’s Office (‘ICO’) summarises it in its ‘how to deal with data protection complaints’ guidance dated 12th February 2026 (the ‘ICO Guidance’), data protection law now says that organisations must:

give people a way of making data protection complaints to them; • acknowledge receipt of complaints within 30 days of receiving them
without undue delay, take appropriate steps to respond to complaints, including making appropriate enquiries, and keep people informed
without undue delay, tell people the outcome of their complaints

1. Making the complaint

From 19th June 2026, controllers have specific additional responsibilities in responding to general data protection complaints received from individuals. There is no prescribed language, nor legal terms which an individual needs to use to make a valid general complaint. An individual simply needs to ‘consider that, in connection with [their personal data] there is an infringement of the UK GDPR (or Part 3 of the UK DPA for law enforcement processing)’ by the controller. Although in practice complaints are often generated from (for example) overdue DSAR responses, a complaint doesn’t need to relate to an infringement of any data subject rights.

The complainant does not need to act reasonably, nor to be well-informed about what data protection law requires (why should they be?). They simply need to consider that the organisation, essentially, is breaching data protection law in a way that is connected with their personal data, and therefore with them (or someone they act on behalf of).

The infringement being complained of does not need to be causing a complainant any material or non-material damage (the trigger for a compensation right under Article 82 UK GDPR). A general data protection complaint could potentially be raised if a privacy policy is considered to lack the proper transparency, e.g. a complainant does not understand where their data are being sent or what they are being used for (a criticism that could fairly be levelled at a number of consumer-facing privacy policies). The potential for DUAA’s general data protection complaint duty to become a tactical instrument in the hands of the aggrieved customer or employee should not be underestimated.

2. Facilitation

Every organisation in scope of UK data protection law must facilitate the making of these general complaints ‘by taking steps such as providing a complaint form which can be completed electronically and by other means’ (emphasis added). That is not prescriptive language, and the ICO Guidance states that, whilst an organisation must give people a way to make general complaints directly, the specific method used is discretionary.

Examples could include:

providing a complaint form that people can submit electronically or in writing by email or post
providing an email address for people to send complaints to (this could be signposted by a simple update to the existing public-facing privacy policy)
allowing people to make complaints over the phone or via an online complaints portal
having a live chat function with the option to escalate to a human, if needed

So, there is no need to spin up a web form in order to comply; if existing complaints tools can be adapted, then so much the better. The ICO acknowledges that for organisations with an online presence, people may choose to complain via social media. The ICO Guidance notes that responding via social media is not a secure way of providing information, and recommends that organisations ask for an alternative contact method before providing any substantive response (which will include personal data to some degree). It is unclear whether it would be compliant for an organisation receiving a general data protection complaint via social media (or other channels), to direct the maker of the complaint to re-submit it via the organisation’s alternate designated complaints communication channel.

The ICO Guidance reflects some of the complexities well-established under the data subject rights regime:

it may be appropriate to ask for proof of ID from the complainant before responding
proof of authority to act must be obtained from a complainant expressly complaining on behalf of another, before investigating the complaint (let alone responding)
transparent arrangements should be in place between joint controllers, concerning which is responsible for acknowledging, investigating and/or responding
arrangements with processors (forwarding complaints to the controller, assisting with the investigation and/or response, etc) should accommodate any required assistance the organisation may need to process general data protection complaints

3. Acknowledgment in 30 days

If a controller receives a general data protection complaint, it must acknowledge receipt within 30 days beginning on the day the complaint is received. The ICO Guidance interprets this as meaning ‘30 days start the day after you receive the complaint’, and that allowance can be made if the last day to acknowledge falls on a weekend or public holiday. The ICO’s worked example is of a data protection complaint received on Thursday, 5th June [2025]. The 30 days do not start until the start of Friday, 6th June and this means 30 days end at the end of Saturday, 5th July. However, as this would fall on a weekend, the organisation would have until the end of Monday, 7th July to acknowledge the complaint.

4. Investigating & responding

An organisation must also without undue delay (1) take appropriate steps to respond to the complaint; and (2) inform the complainant of the outcome of the complaint. The DUAA provides guidance on what ‘taking appropriate steps to respond’ should look like. The controller clearly needs to take some action, including ‘making inquiries into the subject matter of the complaint, to the extent appropriate’ and ‘informing the complainant about progress on the complaint’. The ICO Guidance states that the obligation to investigate the complaint starts when the complaint is received; the 30 day acknowledgment window should not be treated as a pause.

According to the ICO Guidance, the investigation phase should comprise:

gathering information needed to consider the complaint, including asking the person making the complaint for more information if it is not clear what the complaint is about. (This may play into the hands of the vexatious complainant - see below)
making enquiries, including speaking to relevant staff members. Progressing the investigation and providing the outcome to the complainant should occur ‘without undue delay’ which the ICO interprets as meaning ‘without an unjustifiable or excessive delay’. Whether the time taken is justifiable in practice will depend upon factors like the complexity of the complaint, its scale (e.g. if longer term) and whether actual harm is being suffered by the complainant as a result of the unresolved issue.

It is, in principle, acceptable for organisations to adapt their existing processes to handle general data protection complaints. However, in practice, organisations may receive mixed complaints that are not confined to data protection issues. In such cases, aligning response times for data protection complaints with those set by other frameworks or sector-specific guidance (for example, in the financial services sector) will not automatically be appropriate. Where possible, organisations should complete their data protection complaint processes sooner, rather than delaying them to match non-data protection timelines.

The ICO recognises that organisations are not required to take steps that would be unreasonable or disproportionate in the circumstances. Accordingly, an organisation’s obligations to respond and to make inquiries are qualified by what is appropriate in each case. In some instances, complaints could be wholly misconceived or nonsensical, justifying a proportionately minimal response effort.

5. Keeping people informed

It is unclear how frequently complainants should be kept informed about the progress of the investigation or what the content of such updates should be. The ICO Guidance suggests this will be more about updates on timeframes and explaining any delays, rather than giving an account of the steps taken so far (which is some relief). This element of the duty on organisations only seems relevant where a complaint could take some time to resolve. It may be possible to close some complaints within the 30 day initial acknowledgment window; in such a case, the ICO Guidance states there is no requirement to provide an acknowledgement and outcome separately, and providing progress updates appears moot.

6. The response

The communication medium is up to the organisation, and it may be most convenient to resolve over the phone (while keeping appropriate records – see below). The response itself should, according to the ICO’s Guidance:

‘explain what you’ve done to resolve their data protection complaint and, where appropriate, any actions you’ve taken as a result’
‘if you think that you’ve complied with data protection law, explain this in detail to the complainant and provide enough information to help the complainant understand how you’ve reached your conclusion’.

The reality may be that an organisation is unable to resolve the complaint to the individual’s satisfaction (particularly if the complainant is acting disingenuously). In this situation, the ICO makes a couple of potentially onerous suggestions: (1) provide more detail to the complainant to clarify the decision; or (2) consider a review process for unresolved complaints. Finally, the ICO could be a good point to remind the complainant they have the right to complain to the ICO, and provide contact details.

7. Recordkeeping

Based on the ICO Guidance, it is recommended that controllers keep a record of the following:

the date the data protection complaint was received
the acknowledgement (including date sent)
any relevant conversations and documents
the outcome of the complaint
any actions taken as a result of the investigation
the number of data protection complaints received, as well as recurring themes and trends.

The ICO can request a copy of such records, which it may decide to do if after 19th June 2026 it is receiving a significant number of complaints from individuals that an organisation has been ignoring or mishandling general complaints made to it, or failing to acknowledge them in time. The DUAA introduced a placeholder for further regulations to be made requiring a controller to (proactively) notify the Commissioner of the number of complaints made to it over specified periods. Currently there is no indication of when such regulations are expected; however, organisations would be prudent to maintain a register of their general complaints.

Which kinds of organisations can expect the most heat and why?

Organisations that are likely to require the greatest investment in effort and preparation are high-volume, consumer-facing or public-facing entities, such as retail banks, utilities, telecommunications providers, large online platforms, public sector service providers, and those that already handle significant volumes of data subject access requests (‘DSARs’).

Other organisations that may face similar challenges include large employers and complex corporate groups, particularly in sectors where restructurings, disputes, or collective issues are common. In these contexts, employees and their representatives may frame workplace grievances as general data protection complaints, or combine both into ‘mixed’ complaints.

Finally, organisations operating within complex regulatory environments in addition to data protection, such as financial services firms (subject to the Financial Conduct Authority or the Financial Ombudsman Service (‘FOS’)), local authorities (subject to Ombudsmen), and the health and education sectors (with their own regulators), may encounter particular difficulties when handling mixed complaints. These challenges can include questions of forum selection, conflicting timelines, and the need to ensure consistent messaging across regulatory regimes.

Pain points

Even though the legal changes introduced by DUAA are fairly modest, in practice, pain points for organisations will arise from how the new duty plays out in terms of volume, human behaviour and existing pressures. The table summarises some areas for consideration (it is by no means exhaustive).

Area

Illustrative examples

Volume, velocity and peaks

Spikes in complaints after security incidents (especially where data

subjects were informed), system outages or contentious product

changes (e.g. data starting to be used for AI model training on an

opt-out basis).

Keeping acknowledgements and progress update communications

on track alongside DSARs, ombudsman cases and ordinary service

complaints queues.

Mixed complaints and forum

juggling

Single complaints that combine a general data protection complaint,

a DSAR, a product or service complaint, and for FS, an explicit FOS

threat - each with different timelines, disclosure expectations and

outcome routes.

Risk of fragmented handling across privacy, customer relations,

legal and HR leading to inconsistent narratives presented to the

ICO, FOS and potentially the courts/employment tribunal.

Resource, skills and first line

recognition

For privacy and complaints teams already managing heavy

DSAR and breach response workloads, they may now be

expected to absorb a new statutory complaints duty, possibly with

limited incremental budget change.

Branch staff, contact centre agents and relationship managers

may struggle to spot when a ‘service gripe’ crosses the line into

a general data protection complaint that must go into the

DUAA-defined process.

Under pressure, teams may revert to personal trackers,

consumer cloud storage or consumer-grade AI tools to get the job

done, creating shadow IT and shadow compliance that sits outside

the organisation’s controls and records

Aggregated regulatory and

litigation exposure

After a security breach, exposure will now include: ICO

engagement, general data protection complaints about both

substance and process, and (potentially) parallel damages claims

driven by claims-management companies.

Poor handling of the general data protection complaint elements

could become part of a narrative about systemic accountability

failings.

Could this be the next DSAR wave?

As some readers will remember, DSARs were used extensively during the PPI mis-selling challenges and in litigation contexts, placing intense strain on banks’ processes (Lloyds Bank reported receiving 600,000 to 800,000 weekly PPI queries in the run up to one particular deadline in 2019). General data protection complaints, especially if leveraged by claims management firms or campaign groups, could play a similar role: a relatively low cost low effort way to apply pressure, obtain information and generate regulatory ‘noise’ around institutions or organisations likely to receive high volumes of complaints from the public, or employees (see above).

Perhaps the most significant risk comes from being caught unprepared. This could lead to missed acknowledgements, inconsistent responses, commercial pressure to ‘pay off’ persistent complainants, tactical use of complaints in parallel forums, and even the growth of shadow IT, as staff try to cope using unapproved tools (OpenClaw, anyone?).

There is likely to be no substitute for investing in proportionate processes, updating privacy notices and adopting internal procedures with clear triage steps, maintaining sensible logs and considering some carefully governed automation. Organisations that take this approach can avoid tripping themselves up and could even find that general data protection complaints become a useful early warning system, rather than the next data protection compliance crisis.

This article first appeared in Volume 26, Issue 5 - April / May 2026 of the Journal of Data Protection

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Salone del Mobile: Protecting the IP in design inspiration

Thu, 23 Apr 2026 00:00:00 +0100

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Brand interchange | 4 min read

Salone del Mobile: Protecting the IP in design inspiration

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This week marks Salone del Mobile, when the global design world gathers in Milan for the annual design and furniture fair.

Published: 23 April 2026
Authors: Rob Sandercombe

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Salone is a celebration of design, creativity and manufacturing, showcasing some exciting collaborations. The main Fiera encompasses more than 1,900 exhibitors from 32 countries, while the wider city hosts an array of different events, exhibitions and presentations from global brands and independent designers alike. In this article, we consider what intellectual property protection is available to designers and brands and discuss some of the issues they should consider when entering into collaborations.

What should designers and brands protect — and how?

For designers and brands in the UK, the following intellectual property protection (which sits across four overlapping regimes) may be relevant:

unregistered design rights (UK): which arise automatically, do not require registration, and post-Brexit, fall into 2 main categories:
- UK Unregistered Design Rights (UDRs): are created under the Copyright, Designs and Patents Act 1988 (CDPA 1988) and protect the shape and configuration of 3D articles (including internal or structural features), but do not protect surface decoration or ornamentation. Protection lasts for the earlier of 10 years from first marketing or 15 years from creation. Importantly though, whichever term applies, in the final five years the right becomes subject to a “licence of right”, meaning the owner must allow licences on fair and reasonable terms; and
- Supplementary Unregistered Designs (SUDs): protect the appearance of all or part of a product, including lines, contours, colours, shape, texture, materials and ornamentation (in both 2D and 3D). Protection lasts for three years but is established only by first disclosure in the UK (which, as discussed below, can prove problematic if the first unveiling of a design takes place at Salone).
registered design rights (UK): protect the appearance of the whole or part of a product, resulting from its lines, contours, colours, shape, texture, materials or ornamentation. To qualify for registration, a design must be new and have individual character. An application must generally be made within a 12‑month grace period following first disclosure, regardless of where the first disclosure takes place (so a first unveiling at Salone can still be followed by a UK application within 12 months). Protection lasts for five years from registration and can be renewed every five years, up to a maximum term of 25 years. In practice, registered designs are typically stronger and easier to enforce than unregistered rights and are therefore recommended as a front-line protection for brands and designers when a design has long‑term commercial potential.

copyright: where a design is determined to be a work of artistic craftsmanship, it may qualify for copyright protection lasting 70 years after the author or designer’s death. However, because copyright is not a registrable right, its existence is ultimately determined by the courts based on the specific facts of the case. A notable example where copyright was recognised is the Eames DSW chair, following the CJEU’s decision in Kwantum v Vitra (24 October 2024). By contrast, the WaterRower decision (WaterRower Ltd v Liking Ltd (t/a Topiom) [2024] EWHC 2806 (IPEC)) illustrates the limits of copyright in design where, despite its aesthetic appeal, the WaterRower was held to not qualify as a work of artistic craftsmanship and therefore did not benefit from copyright protection under UK law.

patents: protect technical inventions (how something works, rather than how it looks) and can offer protection for up to 20 years from filing, subject to annual renewal fees. Because patent applications generally must be filed before first disclosure, they require planning well in advance of any public launch. Notable examples where patent protection has played a role include Anglepoise, whose original spring‑balance mechanism was protected by patents, and Achille and Pier Giacomo Castiglioni’s Arco lamp, which was initially protected by patents before later being recognised as capable of benefiting from copyright protection following Flos v Semeraro (CJEU, 2011).

Designers should also consider registering their name, or studio name, as a trade mark. This is commonplace in the fashion industry but perhaps less well appreciated in the design community. A designer’s name, or studio name, is their brand, and registration protects their position. It also provides designers with a clear legal footing when entering into collaborations, as well as offering certainty to brands.

Collaborations

Eagerly anticipated collaborations this Salone include the launch of The Eames Pavilion System developed by the Eames Office in collaboration with Kettal and exhibited at Triennale Milano from 20 April to 10 May; the Radical Home by Italian Radical Design, which combines reissues from Gufram and Memphis with new designs by Faye Toogood and Objects of Common Interest for Meritalia; and Philippe Malouin’s reimagining of Alessi’s iconic moka coffee maker.

The best collaborations are greater than the sum of their parts, enabling brands to benefit from cutting‑edge designs and the creative direction and positioning of star designers, while designers benefit from the prestige of working with globally recognised brands, access to specialist materials and production expertise, and a platform to present their creations to a global audience.

However, each collaboration raises a familiar, but often under-examined, set of questions: what each party brings to the table (their “background IP”); who owns any intellectual property created through the collaboration (the “foreground IP”); how the designer is credited; who can use what, where and for how long; and how the commercial value of the collaboration is shared between the parties.

From the designer’s perspective, it is essential that their pre-existing design language, aesthetic approach and underlying design know-how are protected, and that they are adequately paid, not only for the initial work, but also for the promotion and commercialisation of the collaborative designs. This is where the agreement should strike an optimal balance of upfront fees and ongoing royalties, as part of a long‑term strategy to consolidate and accumulate value across a broader portfolio of work.

From the brand’s perspective, it is equally important that its brand identity, brand codes, iconic styles, logos, emblems and colourways are protected, and that it secures the rights necessary to market the collaborative creation for a sufficient term, territory and scope of use to support a sustainable long-term business model.

Working positively together, designers and brands can focus and invest in a smaller number of partnerships that offer greater creative and strategic alignment and create more long-term value as a result. However, this requires planning and foresight, not only to identify the right partners, but also to ensure that commercial terms and IP ownership are agreed at the outset, and that the contract is signed before work commences. This is particularly important as, absent an agreement to the contrary, copyright law provides that commissioned work will vest in the designer rather than the commissioning brand, which could run contrary to the commercial assumptions on which the collaboration is based.

Conclusion

Salone offers designers and brands a unique opportunity to showcase their designs to a growing worldwide audience. However, to make the most of this opportunity, we recommend considering the following key points:

create evidence packs for designs so that you can demonstrate when a design existed and what it comprised
consider first disclosure. SUD protection requires first disclosure in the UK, so designers and brands should consider coordinating UK-first press releases or a simultaneous UK presentation to ensure that novelty is preserved
where designs have long-term commercial potential, consider registered designs as early as possible, and in any event within the 12-month grace period following first disclosure
where designs incorporate technical innovation, consider whether patent protection may be available, remembering that patent applications generally must be filed before first disclosure
for legacy designs approaching the end of their 25-year registered design term, it may be worth assessing whether copyright could offer longer-term protection, depending on the nature of the design and how it has been created and commercialised
where product shapes or features have become so well known that they function as a badge of origin, consider whether registration as a trademark may offer an opportunity for long‑term protection, potentially lasting in perpetuity through successive, renewable 10‑year terms
ensure that agreements are in place that cover all key aspects of collaborations before the design work begins.

By addressing these questions as early as possible in the design process, designers and brands can make IP a fundamental part of their design strategy, helping them to identify complementary creative and strategic partners, reach agreements which are mutually beneficial, protect their respective intellectual property and maximise its value, and in doing so turn Salone from a once-a-year moment of exposure into a key part of a long‑term design legacy.

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Railways Bill: ORR’s new enforcement and appeals regime

Wed, 22 Apr 2026 00:00:00 +0100

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Railways Bill

ORR’s new enforcement and appeals regime

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This article examines the Railways Bill’s reforms to the ORR’s regulatory, monitoring and enforcement powers, including a new appeals regime and a re-balanced enforcement model.

Published: 22 April 2026
Authors: Rubina Zaidi

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The Railways Bill proposes the most significant shift in the Office of Rail and Road’s (ORR) regulatory, monitoring and enforcement powers in a generation. This article examines how the reforms will reshape the ORR’s role, including a new appeals jurisdiction and a re‑balanced enforcement model.

What matters

In addition to helping create a new, publicly owned company, Great British Railways (GBR) (to replace Network Rail), the Railways Bill (the Bill) (currently at the Report stage in the House of Commons)will substantially reshape the regulatory remit of the ORR. The ORR will gain a broader monitoring function over GBR’s statutory activities, enforce a new GBR licence, and operate a judicial‑review‑style appeals body for GBR’s decisions on access, capacity, charging and timetabling.

What matters next

Rail operators, freight companies, retailers and other network users should prepare for a regulatory landscape in which regulatory scrutiny increases, and enforcement tools become more targeted. Stakeholders should also anticipate forthcoming ORR and Department for Transport consultations on GBR’s draft licence, the retail code of practice and the new statutory appeals framework.

The ORR’s expanded monitoring remit

The Bill places the ORR at the centre of the reformed rail system. The ORR will assume a broader monitoring and reporting role covering the full scope of GBR’s activities including over its managing, operating and renewing the network; running most passenger services in England; setting fares, selling tickets and providing systems and services relating to the operation of passenger services.

Unlike today’s model, the ORR’s monitoring, which should be targeted, proportionate and outcomes focused, will focus on GBR’s performance of its statutory functions, assessed against GBR’s business plan and informed by Secretary of State guidance. The ORR may investigate issues and raise them with GBR and escalate concerns to the Secretary of State, who makes decisions on action. Importantly, the ORR will not hold enforcement powers in relation to its statutory monitoring role, but its monitoring will play a key role in triggering enforcement action and will support accountability to the Secretary of State where concerns arise.

This separation between monitoring and enforcement places the ORR as an “independent assessor” andexpert advisor to the Secretary of State.

A new, streamlined GBR licence with targeted enforcement powers

A new single GBR licence will be issued by the Secretary of State, with the ORR responsible for monitoring and enforcement. The licence is expected to be narrower and more outcomes‑focused than Network Rail’s current licence.

Key licence changes include:

a move away from routine use of financial penalties for GBR licence breaches. Enforcement will instead revolve around investigations, early resolution and taking enforcement actionwhere appropriate
some areas where ORR previously exercised enforcement powers, such as train service performance, will fall outside GBR’s licence and into the monitoring sphere instead
the Government may include a focused licence condition covering long‑term infrastructure asset stewardship, so the ORR can address the long-term risk of asset deterioration through effective, proportionate enforcement action.

With GBR assuming responsibility for central retail systems and absorbing the ticket‑retailing functions of multiple operators, the new licence will require GBR to:

support an open and competitive retail market
treat independent ticket retailers fairly
comply with a new code of practice which will govern how GBR manages retail systems.

The ORR will enforce the code of practice, with non‑GBR retailers able to raise GBR decisions or actions directly with the ORR. Where the ORR finds non‑compliance, it will have powers to issue binding orders requiring corrective action.

Other key changes introduced by the Bill

A new passenger watchdog (evolving from Transport Focus) will take on the ORR’s current roles relating to passenger information, accessible travel, complaints, delay compensation and sponsorship of the Rail Ombudsman.

The watchdog will:

set industry standards through guidance and codes
monitor compliance
refer concerns to the ORR for enforcement action.

The ORR will continue to enforce licence conditions in these areas and retain its consumer law powers, currently used, for example, to improve ticket fee transparency.

Reforms to access contracts is a further key reform, with the reduction of the ORR’s role in approving or directing access contracts for the network representing one of the most profound shifts for the industry. Under the new model:

GBR will determine access to the network
GBR will set access charges and performance schemes
GBR will issue key policy documents including the Access and Use Policy (AUP) and the infrastructure capacity plan.

Instead, ORR becomes the appeals body for third parties challenging GBR’s decisions on capacity allocation, access and charging.

Under the proposed judicial‑review‑style appeals regime, it appears thatappeals will be assessed according to principles similar to those applied by the High Court of England and Wales on judicial review or the supervisory jurisdiction of the Court of Session in Scotland. Grounds include:

illegality
procedural unfairness
irrationality
legitimate expectation.

This marks a significant change. The ORR is not re‑making decisions on the merits but assessing the legality and fairness of GBR’s decisions.

If an appeal is upheld, the ORR may:

quash GBR’s decision
order GBR to reconsider the matter with directions on how it should be reconsidered
substitute its own decision if there has been an error of law and only one lawful decision was possible.

The ORR’s developing appeals policy envisages:

defined appeal windows (some may be as short as five working days)
a standardised, fast‑paced process
publication of appeals and decisions (subject to redaction).

Stakeholders will need to adapt internal governance and evidence‑gathering accordingly but it should be noted that, at present, the precise scope, procedure and statutory wording of the appeals regime are subject to policy development and regulations.

ORR’s continuing areas of enforcement

Several areas of the ORR’s remit remain unchanged, including:

Health and Safety regulation across the mainline network, London Underground, trams, light rail and heritage rail
Consumer and Competition law powers (concurrent with the CMA)
production of rail statistics
regulation of roads, non‑GBR networks, including HS1, Core Valley Lines and the Channel Tunnel
train driver licensing
station, network and service closure ratifications
regulatory functions in Northern Ireland.

This continuity ensures that ORR retains core regulatory authority in safety, competition, consumer protection and non‑GBR infrastructure oversight.

What the changes mean for industry

Dutyholders should recognise that the reforms do not reduce regulatory scrutiny but re‑allocate and enhance it:

monitoring becomes more expansive and more structured
enforcement becomes more targeted and licence‑driven
appeals become a key mechanism for challenging GBR decisions
retail oversight and data transparency will intensify
passenger standards will be shaped by the new watchdog but enforced by the ORR.

Stakeholders should plan early for this shift, given the complexity of the transition and the number of interdependent regulatory instruments still to be published.

And finally...

We will publish further articles and post information on LinkedIn as the Bill and its reforms progress.

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The end of fire and rehire: Impact on pensions

Wed, 22 Apr 2026 00:00:00 +0100

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Article | 3 min read

The end of fire and rehire: Impact on pensions

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The Employment Rights Act 2025 (the Act) introduces measures making it harder to fire employees and rehire them on different terms with altered pension entitlements.

Published: 22 April 2026
Authors: Rhiannon Barnsley-Bloomfield

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What is the process?

Known in the industry as ‘fire and rehire’, the process involves an employer dismissing an employee on notice in order to bring their old contract to an end and rehiring them on a new contract with different terms. It has been used to change pension scheme entitlements (such as entitlement to participate in a certain scheme) where agreement to the change cannot be reached with the affected employees. It is usually a last resort when harmonising pension benefits.

The practice has been controversial and can create legal and reputational risks for the employer as well as damaging employer and employee relationships. The previous government issued a code of practice in 2024 on the use of the method “to ensure that an employer takes all reasonable steps to explore alternatives to dismissal”. Failure to comply with the code can lead to the employment tribunal applying a 25% uplift to compensation in unfair dismissal claims.

What is changing?

The Act aims to prevent “unscrupulous fire and rehire practices”. From 1 January 2027, if an employer attempts to make a change classed as a ‘restricted variation’ without employee agreement and the employee is subsequently dismissed, such dismissal will be automatically unfair. A restricted variation will include, among other things, “a variation of any term or condition relating to pensions or pension schemes”.

The affected employee(s) may bring a claim to the employment tribunal, and the tribunal may order the employer to pay compensation for the automatic unfair dismissal. There is no service requirement to bring an automatic unfair dismissal claim and there is no cap on the amount of compensatory award that can be made.

Dismissal will not be an automatic unfair dismissal if the reason for the restricted variation was to eliminate, prevent or significantly reduce or mitigate financial difficulties and the employer could not reasonably have avoided the need to make the changes. Such exception will only apply in very limited circumstances. Even if the exception does apply, an employer will still need to demonstrate that the dismissal was fair in all the circumstances to avoid a finding of ordinary unfair dismissal. This will also be the case if the contractual change being made is not a restricted variation.

What impact will this have for pension schemes?

Firing employees and rehiring them on new terms has most often been used to close a pension scheme to future accrual where the scheme has a restrictive amendment power or ongoing participation in the scheme is part of the employee’s terms and conditions and the affected employees do not agree to the change. Although a significant proportion of schemes are already closed to future accrual, open schemes will have one less option available if employees do not agree to proposed changes. It is not just these schemes that are impacted, as any employer with pension entitlements written into employee terms and conditions will find it more difficult to make changes to pension benefits (such as changing pension scheme providers or contribution rates) from 1 January 2027.

The impact is not limited to pensions. Restricted variations will include changes to pay, hours and holidays and will also cover the inclusion of a variation clause permitting an employer to make changes to pay, hours and holidays.

Key takeaways

Employers and trustees should consider their scheme amendment power and the wording in their employee terms and conditions. When issuing employment contracts to new employees, it is advisable to build flexibility into pension entitlements so that contribution rates or membership of specific schemes does not become contractual because of the difficulties arising when altering such terms in the future.

In particular, those schemes open to future accrual may want to consider their options ahead of 1 January 2027, especially if there are any immediate plans to close the scheme to accrual and challenge is expected in getting employees to agree to the changes.

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TAQA appeal ruling: Why directors must rethink intra-group deals

Wed, 22 Apr 2026 00:00:00 +0100

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TAQA appeal ruling

Why directors must rethink intra-group deals

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The Court of Appeal’s recent judgment in TAQA Bratani Limited [2025] EWCA Civ 1669 (“TAQA”) has reshaped the risk landscape for directors operating within corporate group structures, particularly complex ones.

Published: 22 April 2026
Authors: Lauren Moroney

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The Court of Appeal’s recent judgment in TAQA Bratani Limited [2025] EWCA Civ 1669 (“TAQA”) has reshaped the risk landscape for directors operating within corporate group structures, particularly complex ones. While the case arose in the context of transactions at an undervalue, governed by s.238 of the Insolvency Act 1986 (“IA 1986”), the implications of the judgment stretch far beyond distressed companies.

For directors, particularly of large corporates, and especially those who also act as nominee directors for group subsidiaries, TAQA should prompt a re-assessment of the approach to intra-group transactions.

The 238(5) defence

Under Section 238(5) IA 1986, if company directors can satisfy the court that they entered into a transaction at an undervalue a) in good faith and for the purpose of carrying on business, and b) that at the time of the transaction there were reasonable grounds for believing the transaction would benefit the company, then they will avoid an order against them.

The TAQA judgment has narrowed the operation of the s.238(5) defence. The Court of Appeal made it clear that generalised reference to and reliance on, for example, wider group strategy, commercial purpose, or overall deal rationale, will no longer satisfy the test.

Instead, directors must show that each step was for the benefit of the company itself, not merely advantageous to the parent company or the group as a whole. This significantly reduces the room for manoeuvre when defending value movements within a corporate structure.

Single steps can be the “transaction”

TAQA confirmed that, for the purposes of s.238, a single step within a multi‑stage matter can itself comprise the relevant “transaction”. Even if a transfer or restructuring move is embedded within a much larger commercial deal, that broader context will not necessarily save an individual component that strips value from a company.

In essence: every step matters. Directors must be able to justify that each discrete stage of a deal benefits the company on a standalone basis. If one step disadvantages a company, directors can no longer rely on the fact that it sits within an otherwise coherent or beneficial wider transaction. TAQA represents a significant tightening of the analytical lens applied to intra‑group arrangements.

Particular steps directors should be mindful of include, among other things: intra‑group transfers of assets, assumption of liabilities for group benefit, dividend payments supporting deal execution, and steps taken as part of broader restructurings.

Why TAQA matters for directors of large corporates

In reality, most major corporates are unlikely to suffer an insolvency event. However, that is not the real point here. Many large corporations have extensive subsidiary networks, including dormant entities, special‑purpose subsidiaries and newly acquired businesses. It is entirely foreseeable that one of these smaller, sometimes insufficiently monitored, subsidiaries could slip into financial difficulty long before the parent company ever would, and this is precisely where the risk emerges.

If you are a director of a major corporate and you also act as a nominee director on its subsidiaries, following the TAQA ruling, you must ensure particular care is taken and the subsidiary in question is the focus of your decision-making.

Nominee directors often find themselves slightly detached from day‑to‑day operations of smaller subsidiaries, and therefore easily slip into the mindset of assuming that any value transfers within the group are innocuous because it benefits the parent company or is part of a wider deal – post TAQA, that mindset is no longer safe.

The danger zone for nominee directors

The TAQA judgment provides a clear warning: directors cannot take their eyes off the ball simply because an entity is small or non‑core. If a subsidiary becomes insolvent, office‑holders (and the court, should matters proceed to litigation) will examine historic transactions at an undervalue with renewed strictness in light of TAQA.

If one discrete step left the subsidiary worse off, the fact that it advanced a broader corporate strategy is no longer a viable defence, and directors who authorised any such step will face far greater scrutiny of their decision‑making.

A renewed governance focus

For large corporates with extensive group structures, TAQA should prompt a renewed governance focus. The safest path should involve:

documenting the entity‑specific benefit of each step and maintaining careful records evidencing independent judgment at subsidiary level
ensuring nominee directors genuinely understand what is happening within their subsidiaries (and that it is happening for the benefit of the subsidiary)
avoiding reliance on implicit group benefit or assumed alignment of interests.

The key takeaway is that TAQA reinforces that each company is its own legal person and must be treated as such by directors – especially when value flows across the corporate structure.

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BVRLA HGV Outlook 2026: Insights for employers in the sector

Mon, 20 Apr 2026 00:00:00 +0100

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BVRLA HGV Outlook 2026

Insights for employers in the sector

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The BVRLA’s HGV Outlook 2026 highlights ongoing workforce challenges impacting operators’ strategy. While recruitment has stabilised since 2022-23, pressures around staffing, pay and wellbeing remain structural, not merely post‑pandemic effects.

Published: 20 April 2026
Authors: Michael Briggs & Emma Johnson

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Persistent labour pressure: Aging demographics and skills constraints

The report highlights that 65% of operators consider workforce challenges to be significant, rising to 74% among large fleets. Larger operators face continuous recruitment, compliance oversight and higher driver churn, while smaller fleets risk disproportionate disruption when even a single experienced driver leaves. Drivers may also seek alternative routes to work, either as sole traders or via their own intermediaries, increasing competition for labour within the gig‑economy market.

A particular concern is the ageing driver population, with limited inflow from younger cohorts. This presents medium‑term workforce sustainability risks and reinforces the need for careful succession planning, training pipelines and retention strategies.

Workforce pressure extends beyond drivers. The Outlook highlights growing shortages in technicians and diagnostic specialists, driven by increasing vehicle complexity and the transition towards zero‑emission fleets. Medium‑sized operators appear particularly exposed, competing with larger fleets and OEM networks for scarce technical skills.

This combination of driver scarcity, ageing demographics and skills shortages raises longer‑term workforce sustainability concerns. Employers will need to focus not only on recruitment but on retention, upskilling and succession planning, while ensuring recruitment and development practices remain objective and non‑discriminatory.

Wage inflation as a structural cost

The Outlook confirms that wage inflation has reset the sector’s cost base at a higher structural level, whether as a result of increases to employer’s national insurance costs, minimum wage rates or a competitive labour landscape. Pay rises introduced in response to labour scarcity have become embedded.

For employers, this creates several legal and practical challenges:

managing pay consistency between new hires and existing staff and increased exposure to equal pay and discrimination claims if pay differentials are not clearly justified. Careful audits of pay are required
greater likelihood of cost‑driven organisational change, restructuring or tighter performance management, all of which require procedurally fair handling to avoid employee relations matters or employment claims.

These pressures are felt most acutely by SMEs operating in competitive markets where costs cannot easily be passed on despite efforts.

What this means for our clients

The BVRLA Outlook makes clear that staffing and skills pressures are no longer short‑term operational issues but core strategic risks for HGV operators. Wage inflation, demographic change and skills shortages will continue to shape business decisions.

Early legal input on workforce planning, pay structures and managing change will be critical to maintaining compliance, supporting retention and protecting business resilience in an increasingly pressured labour market. Being engaged with and knowing your workforce well, including their concerns for the future, is key for successful business performance at all levels, as is ensuring practices and policies are updated to ensure compliance with clarifying loss impact caused by the Employment Rights Act 2025.

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Competition litigation funding: More, but more complicated

Thu, 16 Apr 2026 00:00:00 +0100

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Competition litigation funding: More, but more complicated

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Recent UK court rulings and government reforms have brought major changes to litigation funding, addressing challenges after the July 2023 PACCAR judgment.

Published: 16 April 2026
Authors: Kiran Desai

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The PACCAR judgment was a significant issue for funders, with one funder identifying that for arbitration matters the company ‘no longer [names] London as an arbitral seat’, with alternatives apparently being Singapore, Paris and New York. However, pragmatic judicial decisions seem to have calmed the waters and the dominant response by funders to the government’s announcement in December 2025 was one of relief.

For funders, the proposed legislative changes have not only restored confidence but also opened new avenues for growth and investment. Statutory clarity offers increased security for those underwriting litigation, making the UK market particularly attractive for institutional capital. This development is likely to encourage funders to expand their portfolios and consider new strategies within the sector.

One legal market commentary identifies that ‘the "Market Heating" effect is immediate. The 2026 legislation doesn't just return the market to 2023; it supercharges it. By providing statutory clarity, the government has essentially de-risked the asset class for institutional investors and pension funds’.

For the full description of these and other judicial developments affecting litigation funding, a description of the government’s announcement, and a commentary on the current and prospective situation for litigation funders, see the article published in the latest edition of European Competition and Regulatory Review, published by Lexxion.

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Spotting the issue early: DMCC & charitable memberships

Wed, 15 Apr 2026 00:00:00 +0100

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Spotting the issue early: DMCC & charitable memberships

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Felicity Forward, a Legal Director in Shoosmiths’ Strategic Commercial Contracts Team, leading its specialist consumer law compliance practice, has supported the charity sector in relation to the Digital Markets, Competition and Consumers Act (DMCC), following the identification of an issue affecting charitable membership models during the development of the legislation.

Published: 15 April 2026
Authors: Felicity Forward

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In 2023, while advising a charity client, Felicity identified that the proposed DMCC subscription regime did not clearly distinguish between commercial subscriptions and charitable memberships. As drafted, it risked extending subscription mechanics and broad consumer cancellation rights to arrangements designed to deliver public benefit, rather than private services.

Felicity raised the issue with the Charity Finance Group (CFG), which convened key stakeholders and led engagement with Government. Felicity supported this work on a pro bono basis, advising charities on the legal risks and potential impact on existing membership and fundraising models, and contributing to the development of potential solutions. This progressed into wider engagement with HMRC and the Department for Business and Trade.

Applying a commercial subscription framework raised significant practical concerns for the sector, particularly in the context of Gift Aid, existing tax relief regimes, and the long-term sustainability of membership-led charities. In the absence of clear guidance, some organisations faced the risk of reduced income, increased regulatory complexity, and, in some cases, uncertainty over whether their membership models could continue at all.

On 2 April, the Government confirmed in its consultation response that charities will be exempt from the DMCC subscription regime, providing clarity and certainty for the sector. This recognises a key distinction: charitable membership is not a commercial subscription, and access to nature, wildlife, arts and culture delivers public benefit rather than a private service.

This is a significant outcome for the charity sector and one that was not assured. It also highlights the importance of early engagement with legislation, and the value of clearly articulating real-world impacts to achieve meaningful change.

Shoosmiths has previously published insight on the DMCC regime and its wider implications, including:

https://www.podbean.com/eas/pb-ajqtq-18b55e2

For more information on DMCC and charitable memberships, please contact Felicity Forward, Legal Director, or Anna Sherwood, Senior Associate.

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Supreme Court confirms no limitation period for unfair prejudice petitions

Fri, 10 Apr 2026 00:00:00 +0100

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Supreme Court: No time limit for unfair prejudice claims

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The Supreme Court has confirmed that no statutory limitation period applies to unfair prejudice petitions under section 994 of the Companies Act 2006. Delay in presenting a petition will however remain a significant factor in the exercise of the Court’s discretion as to whether to grant relief.

Published: 10 April 2026
Authors: Hannah Field

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In THG Plc v Zedra Trust Company (Jersey) Limited, the Court (by a 4-1 majority) held that unfair prejudice petitions are not subject to the limitation periods contained in the Limitation Act 1980. The decision overturns the Court of Appeal’s 2024 ruling and reflects what had long been the received wisdom among practitioners (albeit without any earlier binding appellate authority to that effect).

The judgment is significant for shareholders, directors and companies alike. It confirms that historic conduct may still be challenged through an unfair prejudice petition, even where the events in question took place many years earlier.

The decision also has potential implications for the limitation analysis in other types of claim similarly brought pursuant to a statute, but where the statute itself does not create or impose an obligation which the claimant is seeking to enforce.

The background

The appeal arose from an unfair prejudice petition presented in 2019 by a minority shareholder. The petitioner later sought to amend its case to include allegations arising out of a 2016 bonus share issue from which it said it had been wrongly excluded.

The respondent company argued that the new complaint was time-barred under the Limitation Act 1980, either:

as an “action upon a speciality” subject to a 12-year limitation period under section 8; or
as an “action to recover a sum recoverable by virtue of an enactment” subject to a six-year limitation period under section 9.

At first instance the High Court rejected both arguments, relying on the 2022 Court of Appeal decision in Cherry Hill Skip Hire (where the point was common ground and so not fully argued). The Court of Appeal subsequently reversed the High Court decision, finding that petitions fall in principle within both sections 8 and 9 of the 1980 Act, so are subject to a limitation period of 12 years unless a monetary order is sought in which case the six-year period applies.

The Supreme Court has now overturned the Court of Appeal’s decision, finding that neither section 8 nor 9 of the 1980 Act apply.

Why the Limitation Act does not apply

Section 8 - “Action upon a speciality”

The majority held that an action upon a speciality is essentially an action to enforce an obligation created by a deed or statute.

Sections 994 to 996 of the Companies Act 2006 do not impose obligations on directors or shareholders. Instead, they give the court the power to grant relief where a company’s affairs have been conducted in a way that is unfairly prejudicial to the interests of its shareholders.

The statute creates a remedy rather than an enforceable obligation; therefore, an unfair prejudice petition is not an action upon a speciality. The same reasoning may arguably apply to claims brought pursuant to certain other statutes.

Section 9 - Recovery of a statutory sum

The Court also rejected the argument that a six-year limitation period should apply where the petitioner seeks monetary relief.

Under section 996, the court has very broad discretion to grant “such order as it thinks fit” to remedy unfair prejudice. This could include ordering the purchase of shares, regulating the company’s affairs or requiring the payment of compensation.

Even where monetary relief is sought, any obligation to pay arises only because of the court’s discretionary order, not directly by virtue of the statute itself. For that reason, an unfair prejudice petition is not an action to recover a sum “recoverable by virtue of an enactment”.

The majority also considered it unprincipled and impracticable for limitation to depend on the form of relief ultimately granted.

Delay still matters

The absence of a statutory limitation period does not mean claims can be brought without consequence after long periods of inactivity.

The Supreme Court emphasised that delay remains highly relevant. Courts can take into account factors such as:

whether the petitioner knew of the conduct complained of but delayed in acting;
whether the delay has caused evidential, commercial or third-party prejudice; and
whether granting relief would be inequitable in the circumstances.

In other words, while there is no statutory time bar, delay remains a powerful discretionary factor.

Why the decision matters

The ruling reinforces the unique nature of unfair prejudice petitions, which are designed to provide flexible relief in shareholder disputes rather than enforce a defined statutory right.

For companies and majority shareholders, the practical message is clear: historic acts can still be scrutinised, particularly where they form part of a wider pattern of conduct, although any delay will still be relevant to the Court’s decision of whether (and if so how) to grant relief.

At the same time, the Supreme Court noted that the Law Commission previously recommended introducing a limitation period, suggesting a three-year period running from when the claimant knew (or ought to have known) of the relevant conduct. Whether Parliament revisits that recommendation remains to be seen.

Broader practical implications

Unfair prejudice petitions remain one of the most powerful tools available to minority shareholders. Section 994 of the Companies Act 2006 is not intended to draw hard and fast lines, and the range of conduct which can amount to unfair prejudice, if the circumstances warrant it, is extremely broad.

Disputes are often fact intensive and years of allegations and parallel accusations of wrongdoing or fraud can lead to costly and protracted trials. The most common remedy is an order requiring the majority to purchase the petitioner’s shares at a court-determined price, which can carry significant financial consequences.

For directors, the risks are particularly acute. Directors can face personal liability as, with very limited exceptions, directors are not permitted to use company funds or assets to defend an unfair prejudice petition. In fact, doing so could in itself constitute unfair prejudice.

Failing to act swiftly on being served with a petition risks default judgment being entered, while the financial and reputational impact of an active claim can harm a company’s governance and relationships with stakeholders. To safeguard your business and reputation, ensure unfair prejudice claims are a risk you remain cognisant of in day-to-day decision making and governance.

If you are concerned about potential claims or are facing allegations of unfair prejudice, seeking expert legal advice is essential. At Shoosmiths, we work proactively with businesses to help them navigate shareholder disputes, clarify their obligations, and mitigate risks. For tailored guidance on unfair prejudice claims or to discuss your specific circumstances, please contact our Disputes team at Shoosmiths.

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When AI buys memory: What mobility manufacturers must do now

Thu, 9 Apr 2026 00:00:00 +0100

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When AI buys memory: What mobility manufacturers must do now

The contractual and operational risks of AI-driven memory allocation — and how manufacturers can respond

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AI infrastructure demand is absorbing a growing share of memory supply (e.g., semiconductors, crucial components within the technology stack that underpin computer memory). This is particularly true of high‑bandwidth memory (HBM), a specialist form of memory commonly used to support AI applications. Such allocation is tightening availability and increasing price volatility for manufacturers outside the traditional tech ecosystem.

Published: 9 April 2026
Authors: Michelle Craven-Faulkner

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Mobility manufacturers (automotive, rail and industrial transport) are exposed because memory sits inside safety‑critical and compute‑heavy systems, and design lifecycles make rapid substitution difficult.

The risk is two‑track: operational disruption (line stoppages, redesign, qualification delays, quality and counterfeit risk) and contractual exposure (missed milestones, LDs, substitution disputes, forecasting and allocation conflicts).

The most resilient response combines procurement discipline and engineering optionality with contracts that anticipate structural scarcity: clearer relief mechanisms, faster substitution approvals, binding forecast tools and robust provenance controls.

1. Why this shortage is different: allocation, not just capacity

The current pressure point is not simply ‘chip shortage’ in the abstract. Known as a new "RAMmageddon," this shortage differs from previous supply chain crises, and is driven by specialised AI application demand, as opposed to pandemic-related disruption. It is a structural reallocation of manufacturing focus toward AI‑optimised memory, particularly high‑bandwidth memory (HBM) used alongside AI accelerators. When capacity and engineering effort tilt toward HBM, conventional DRAM availability tightens for other industries, and price volatility follows.

With shortages predicated to last through until the end of 2027, for manufacturers, the practical consequence is that memory behaves less like a commodity component and more like an allocated strategic input. Allocation of these critical components tends to favour counterparties such as hyperscalers, who can commit to volume, time and commercial terms — which can leave traditional industrial buyers exposed if their purchasing model assumes availability at point of need.

2. The operational risk: How memory scarcity becomes a production‑stop event

In mobility manufacturing, memory is embedded in compute‑heavy systems across vehicle platforms and supporting production equipment. This scarcity creates immediate operational fragility, even where the rest of the bill of materials remains available.

(a) Line stoppages and schedule disruption: a missing memory component can halt builds and derail sequencing, because many systems cannot ship partially assembled.

(b) Forced redesign and requalification: substitution is rarely ‘drop‑in’. Board revisions, firmware changes, EMC retesting and — in regulated environments — safety/cyber assurance can extend lead times as well as cost materially.

(c) Quality and counterfeit risk: scarcity invites brokered sourcing. Without disciplined provenance controls, manufacturers face elevated risk of latent defects, warranty exposure and recalls.

(d) Margin shock: price increases land quickly in fixed‑price programmes and long‑term supply frameworks, compressing margins and creating tension around variation and indexation mechanisms.

(e) Profiteering: as a consequence of the above, suppliers can be seen to be profiteering with inflated costs and driving panic buying and stock piling with limited price validity.

3. The contractual risk: ‘You promised delivery’ meets ‘we can’t buy memory’

Contractual exposure typically concentrates in four areas.

(1) Delivery obligations and LDs: programmes often impose hard milestones and liquidated damages for failures to meet those timescales. If shortages cause slippage, manufacturers face LDs and termination risk unless relief is clearly available.

(2) Force majeure and relief events: many clauses do not treat market shortage or price increase as a qualifying event. Even where relief is available, mitigation obligations are often extensive (From COVID to conflict: The evolving face of force majeure in 2026).

(3) Change control and substitution: approved‑parts regimes can trap suppliers — unable to build without substitution, but unable to substitute without approval which can take time to achieve. Disputes then arise around whether approvals are unreasonably withheld and whether time/cost relief follows.

(4) Forecasting and allocation: where allocation depends on commitment, vague forecast language leaves buyers unprotected. Conversely, overly rigid commitments can create liability if demand shifts.

4. Mobility‑specific pinch points

Mobility manufacturers are hit harder than consumer sectors because design lives are long, regulation constrains redesign speed, and tiered supply chains reduce visibility of upstream allocation until late. Many mobility platforms also rely on legacy memory generations, which may be deprioritised as producers chase higher‑margin products.

5. What manufacturers should do now (operational playbook)

A resilient response blends commercial, engineering and governance actions.

map exposure: identify at‑risk memory types and single points of failure across platforms and suppliers
visibility: where manufacture is linked to a deliverable to a contractual customer, flag potential delays sooner rather than later. Shared visibility may lend itself to shared mitigation or easier approval of substitutes
design for substitutability: build optionality into future designs (dual‑sourcing, broader qualification ranges) and agree minimum revalidation requirements for substitutions
secure supply with structured commitments: where critical, consider reservation agreements, volume bands, controlled prepayments and sensible buffer stock, where possible in the current climate
strengthen supplier governance: impose early‑warning obligations, escalation triggers and tier‑down reporting on lead times, allocations and end‑of‑life notices.

6. What to do from a contractual standpoint in relation to existing contracts

In addition to the above operation points it is suggested that those in the supply chain:

identification: identify those contracts with customers and/or suppliers that are impacted or likely to be in the future as a result of any shortages
supply chain: contact suppliers to determine whether this position will hinder their ability to supply to you
substitution: consider whether your contracts permit substitution and if they don’t whether a variation would be suitable
pricing: what is the contractual pricing position? Is it fixed pricing? For how long? What role does indexation play? Anything specified related to changes in market?
force majeure: what does your force majeure clause cover relating to material shortages or delays?

7. What to do from a contractual standpoint for new contracts

The objective is practical: enable continuity of build and defendability of outcomes:

relief drafting for structural scarcity: refresh force majeure/relief definitions to address allocation constraints and end‑of‑life events, paired with clear mitigation standards and evidence requirements.
approvals that cannot silently stall: create objective approval criteria, response times and staged approvals for substitutions, with narrow deemed‑approval mechanisms where appropriate.
forecasting that drives allocation fairly: define what is binding, set tolerance bands and allocate liability for forecast error; link forecasting to allocation consequences.
pricing tools that match volatility: for long‑term programmes, consider indexation, reopeners or risk‑sharing for memory‑linked components or any other components which are impacted by similar circumstances of unavailability or material price increases.
provenance controls: tighten audit, traceability and anti‑counterfeit provisions; ensure warranties and remedies are aligned to safety‑critical risk.

Conclusion

The manufacturing world is used to managing volatility, but the current dynamic is different: AI demand is reshaping memory supply through allocation and margin incentives. For mobility manufacturers, treating memory as a strategic input — and building contractual flexibility and engineering optionality around that reality — is now essential.

The strongest outcomes come from combining procurement discipline and governance with contracts that anticipate scarcity. Waiting to address the issue until the point of line‑stop is, in most cases, too late.

Practical takeaways

treat memory as an allocated input: establish a cross‑functional ‘scarcity’ playbook spanning legal, procurement and engineering
refresh contracts now: relief, substitution approvals, forecasting and price mechanisms should match a constrained supply reality
strengthen provenance controls: counterfeits and poor storage conditions are predictable risks in a brokered market
escalate early: governance triggers should bring legal/engineering decisions forward — before build windows close.

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Automated vehicles: Government launches self-driving pilot scheme

Thu, 9 Apr 2026 00:00:00 +0100

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Automated vehicles

Government launches self-driving pilot scheme

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The UK Government has launched a self-driving vehicle pilot scheme allowing self‑driving vehicles to operate on public roads without a safety driver for the first time. This represents a significant step towards commercial deployment of automated vehicles ahead of the full regulatory framework under the Automated Vehicles Act 2024, which is expected to take effect in late 2027.

Published: 9 April 2026
Authors: Ben Gardner

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The scheme is intended to bridge the gap between existing trials (which still require a safety driver) and full commercial rollout, enabling controlled real‑world deployment while regulators gather further evidence to shape a permanent regime.

Key features

Operation without a safety driver

The defining feature of the scheme is that it permits operation of a self-driving vehicle without a human safety driver in the vehicle. It applies only where the automated driving system (ADS) performs the entire dynamic driving task while engaged and requires no human oversight. Vehicles that require human monitoring or intervention remain outside scope and must continue to operate under the existing trialling regime.

Vehicle approval & listing

Participation in the pilot scheme is subject to a layered approval and permitting process, reflecting the Government’s focus on safety and regulatory control during early deployment. Participating vehicles must meet strict defined regulatory requirements including:

vehicle approval: All vehicles deployed under the pilot must be formally assessed and listed as self‑driving. This requires demonstrating that the ADS can safely and lawfully perform the entire dynamic driving task within defined operational design parameters. The ADS will be assessed by reference to the latest draft of the UN ADS Regulation which sets out various minimum technical standards and requirements
Vehicle Special Orders (VSOs): Where a self‑driving vehicle cannot comply with existing construction and use requirements (for example, provisions assuming the presence of a driver), operators will need to obtain a Vehicle Special Order (VSO) granting targeted regulatory exemptions. Securing a VSO is likely to be a critical early step for many applicants with heavy reliance again placed on the vehicle’s conformance to the UN ADS Regulation
vehicle registration: Vehicles must be registered under section 1 of the Automated and Electric Vehicles Act 2018, enabling them to be recognised as self‑driving for the purposes of the pilot scheme and linking responsibility to a defined legal entity.

Automated Passenger Service (APS) permits

Where a pilot deployment involves carrying passengers, an additional APS permit will be required under Part 5 of the Automated Vehicles Act 2024. The APS regime is intended to regulate taxi, private hire and bus‑like self‑driving services and is expected to come into force in spring 2026, subject to final approval. While the detailed framework is still being finalised, the guidance makes clear that pilot passenger services will be expected to comply with APS requirements as they are introduced.

Safety, incident & cybersecurity management

Applicants must demonstrate robust operational and safety arrangements to support the deployment of self‑driving vehicles under the pilot scheme. This includes evidence of:

effective incident detection, escalation and emergency response procedures
clear cooperation and information‑sharing protocols with emergency services and first responders
a defined investigation framework and post‑incident management processes.

Participants are also required to maintain documented safety reports, underpinned by an appropriate safety management system, together with ongoing reporting obligations and immediate notification of safety‑related incidents.

Temporary & iterative framework

The pilot scheme is non‑permanent and will remain under active review. Lessons learned from deployments will be used to shape the final regulatory regime under the Automated Vehicles Act, expected to be fully in force from late 2027.

Who can apply?

From spring 2026, applications may be made by organisations involved in the operation, supply or deployment of self‑driving vehicle services in England, Wales and Scotland, including:

vehicle manufacturers or technology developers
fleet operators or mobility service providers (for example, taxi‑ or bus‑style services)
multi‑party consortium arrangements, where responsibility for the vehicle, the automated driving system and the service operation is split between different entities

Applicants must be able to assume responsibility for the safety, operation and regulatory compliance of the pilot deployment.

The scheme is distinct from traditional automated vehicle trials, which continue to require an in‑vehicle safety driver and remain governed by the existing trial code of practice.

What's next?

The pilot scheme signals a growing level of regulatory confidence in automated vehicle technologies and offers an early opportunity for operators to deploy, test and refine self‑driving services in live operating conditions.

Organisations considering participation should begin preparations now, including early engagement with relevant authorities and a thorough assessment of the regulatory, safety and operational requirements that will apply to their vehicles and service model.

Further details of the Self-Driving Vehicle pilot scheme are available here.

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Shoosmiths strengthens Intellectual Property team with Partner hire

Wed, 8 Apr 2026 00:00:00 +0100

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Shoosmiths strengthens Intellectual Property team with Partner hire

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Shoosmiths is pleased to announce the appointment of France Delord as a partner in its Intellectual Property team in London.

Published: 8 April 2026

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France joins from Taylor Wessing, where she built a strong reputation advising major international brands on complex, cross-border IP matters. Dual qualified in UK and French law, France brings extensive experience in managing large, international trade mark portfolios and commercially driven IP strategies, from the prosecution of trade mark registrations to infringement actions.

France’s arrival further bolsters Shoosmiths’ leading trade mark and brand practice and strengthens the firm’s capabilities across its key sectors, including Consumer & Retail, Automotive and Technology. France is particularly well known for managing large-scale international trade mark portfolios across multiple jurisdictions.

Robin Webb, Head of Commercial at Shoosmiths, said: “We are thrilled to welcome France to the firm and our growing IP team. Her cross-border and deep sector expertise, strong relationships and collaborative approach will support us as we help our clients navigate increasingly complex international IP landscapes. Her appointment also reflects our commitment to investing in the firm’s client offering and the delivery of our 2030 growth ambition.”

Andrew Brennan, Head of Intellectual Property at Shoosmiths, said: “France’s appointment, following our strategic recruitment of a specialist brands team from Locke Lord last year led by Dominic Farnsworth and Leigh Smith, marks another important step in the evolution of our brands offerings in the UK and across Europe. The team already provides a full range of brand services to some of the world’s most recognisable technology and consumer brands, and France further strengthens our ability to deliver this work at scale, reflecting our ambition to be the go‑to adviser for sophisticated brand owners.”

France Delord said: “I am delighted to be joining Shoosmiths at such an exciting time in its journey. The firm’s focus on innovation, and its use of technology and data to deliver efficient, high‑quality outcomes for clients, closely aligns with my own approach. I am looking forward to working with colleagues across Shoosmiths to help national and international clients manage and protect their brands effectively.”

France has been recognised as an ‘IP Star’ by Managing Intellectual Property every year since 2023 and featured in Who’s Who Legal: IP 2023. She has also been recognised for championing innovation in legal service delivery for brands, including leveraging AI platforms, and for leading initiatives in diversity and inclusion.

France’s addition continues strong growth momentum in London, with the firm adding 18 lateral partners since April 2025 as it continues to deliver on its dynamic 2030 strategy. These additions, which include banking and finance lawyers John Dawson and Graham Knight, technology lawyer Sarah Reynolds, real estate finance lawyer James Salford and real estate development lawyer Jasvinder Sahotay, deepen capabilities across Shoosmiths’ three core practices in Corporate, Litigation and Real Estate and underline the firm’s strength in key sectors.

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Employment law implications of the train driver age change

Wed, 8 Apr 2026 00:00:00 +0100

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Employment law implications of the train driver age change

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Employers operating in the rail sector will soon be able to recruit younger train drivers. Whilst this may ease staffing issues, what are the employment implications of doing so?

Published: 8 April 2026
Authors: Michael Briggs

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The rail industry is preparing for a major legislative change that will lower the minimum age at which individuals can be licensed as domestic train drivers from 20 to 18. Subject to parliamentary approval, the change is scheduled to take effect on 30 June 2026.

For employers operating in, or supplying into, the rail sector, this change sits firmly within a period of wide‑ranging employment law reform and places fresh emphasis on how organisations recruit, train, safeguard and support younger workers. Employers will need to consider the practical impact of this change alongside their broader obligations under the Employment Rights Act 2025 and related reforms.

Why this change matters from an employment law perspective

The decision to lower the minimum age follows research by the Rail Safety & Standards Board (RSSB) and public consultation, which concluded that the age threshold could be reduced safely without fundamental changes to existing safety systems.

However, the underlying driver for reform is a workforce issue. The average age of a train driver in the UK is 48, with around 25% of the current workforce expected to reach retirement age by 2030. Without intervention, employers face the prospect of a significant skills gap and operational risk in terms of succession planning and an ageing workforce.

From an employment law perspective, widening the talent pool raises important questions about:

how younger workers are recruited and onboarded
how training and probationary arrangements are structured
how safeguarding and wellbeing obligations are met
how policies are applied consistently and lawfully across a more age‑diverse workforce.

Early access routes, apprenticeships and compliance risks

A central feature of the reform is the expansion of early access routes into train driver roles. Legislation was implemented during National Apprenticeship Week in February 2026 and is intended to come into force on 30 June 2026.

Proposals include:

lowering the minimum apprenticeship entry age to 17.5
introducing a foundation apprenticeship, allowing candidates to enter employment earlier
creating access routes for 16‑year‑old school leavers, helping employers retain talent before formal driver training begins.

For employers, these developments bring opportunities but also risk. Younger entrants mean greater scrutiny of:

apprenticeship agreements and training commitments
working time, rest breaks and pay compliance
health and safety and safeguarding arrangements
how performance and capability issues are managed during early employment.

These issues align closely with wider reforms under the Employment Rights Act, particularly the increased important employers will need to place on structured probationary processes and fair, well-documented decision making in the early stages of employment. Employers will need to ensure that early‑career pathways are legally robust as well as operationally effective.

Workforce planning, diversity and fair treatment

One of the stated aims of the reform is to improve access to talent and diversity. Currently, only around 11% of train drivers are women, fewer than 4% are under 30 and less than 13% are from minority ethnic backgrounds.

Earlier engagement with younger workers presents an opportunity to improve representation over time. However, it also increases the importance of fair, transparent and bias‑free recruitment and progression processes. Employers should ensure that selection criteria, assessment methods and promotion pathways are objective and defensible.

This focus on fairness reflects wider employment law developments under the Employment Rights Act, which place increased emphasis on transparency, consistency and objective justification in workplace decision‑making.

What does this mean for employers in practice?

The rail industry’s implementation plan makes clear that employers will need to take proactive steps to prepare for the lower age threshold. In practical terms, this is likely to require a review of:

recruitment and selection processes, including assessment criteria
training, supervision and competency management frameworks
safeguarding and wellbeing policies, particularly for younger workers.

These reviews should not take place in isolation. The Employment Rights Act represents the most significant overhaul of employment law in a generation, requiring many employers to revisit contracts, policies and management training more broadly.

For employers, a key risk is operational and legal inconsistency. Bringing younger workers into safety‑critical roles without updating policies in line with wider employment law reform may result in uneven approaches to safeguarding, probation and performance management, or key operational decisions being taken without a clear and consistent framework. This can increase the risk of challenge, particularly where decisions affect progression. Targeted line manager training will therefore be essential to ensure policies are understood, applied consistently and aligned with current legal expectations across the workforce.

Looking ahead

The reduction of the minimum train driver age to 18 presents clear opportunities for employers to strengthen recruitment pipelines and address long‑term workforce challenges. At the same time, it increases the importance of robust employment practices, particularly when engaging and supporting younger workers in safety‑critical roles.

As employment law continues to evolve, employers should view this reform not as a standalone change, but as part of the wider reshaping of employment rights and responsibilities now underway.

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Virgin Media remedy: What trustees must do now

Thu, 2 Apr 2026 00:00:00 +0100

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Virgin Media remedy: What trustees must do now

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The Pensions Regulator (TPR) published guidance on 26 March 2026 on the Virgin Media remedy which is being introduced as part of the Pension Schemes Bill.

Published: 2 April 2026
Authors: Suzanne Burrell & Rhiannon Barnsley-Bloomfield

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What is the Virgin Media remedy?

The remedy is in response to uncertainty following the judgment in Virgin Media Ltd v NTL Pension Trustees II Ltd. The judgment found that where the requisite actuarial confirmation (also referred to as a section 37 confirmation) had not been obtained, then any amendment to certain rights in contracted-out pension schemes were void. The judgment applies to any pension schemes that were contracted-out of the additional state pension between 6 April 1997 and 5 April 2016.

See our article for further information on the judgment.

The Department for Work and Pensions (DWP) announced that it would introduce legislation to address the issues arising from the judgment. The remedy was introduced in the Pension Schemes Bill and will come into force on the date that the Bill receives Royal Assent. The remedy gives the scheme actuary the power to retrospectively validate historical amendments, provided certain conditions are met.

Who is the guidance for?

The guidance can be used by trustees of pension schemes that were contracted-out of the additional state pension at any point between 6 April 1997 and 5 April 2016 that have not been wound-up or transferred to the Pension Protection Fund (PPF) or the Financial Assistance Scheme (FAS) at the date the Bill receives Royal Assent.

Schemes that have fully wound-up or transferred to the PPF or the FAS at the date of Royal Assent will have any affected amendments treated as valid.

What should trustees do?

Pension scheme trustees should establish whether their scheme was contracted-out and is potentially affected by the Virgin Media judgment. If so, trustees should review the amending deeds (and resolutions, if applicable) dated between 6 April 1997 and 5 April 2016 and take legal advice on whether the statutory requirements were met. If any amendments are missing the required actuarial confirmation, the trustees should consider if the Virgin Media remedy can be utilised.

If deciding to use the remedy, trustees should provide a formal written instruction to the current scheme actuary to consider whether the remedy can be used including:

the amendment for the actuary to consider
if multiple amendments occurred at the same time, whether the actuary can consider the overall effect of the amendments together, each amendment individually or a combination of both approaches.

Although the remedy isn’t yet available, trustees can provide written instructions to the scheme actuary to start the work now.

At the outset, trustees should speak to the scheme actuary to understand if they have sufficient information to undertake the work. Trustees are not expected to carry out exhaustive searches before the actuary starts work, although if the actuary requests further information, trustees may need to liaise with the previous advisers and the sponsoring employer to obtain the information needed.

Trustees do not need to report any action utilising the Virgin Media remedy to TPR which has no statutory functions in relation to the remedy, but trustees should maintain a “clear audit trail” on all decisions, actions and results.

Key takeaways

The guidance is helpful for trustees of pension schemes that were contracted-out between the relevant dates to address practical issues arising from the forthcoming remedy. Trustees, with their advisers, should start reviewing any amendments made between 1997 and 2016 to identify any potential issues. Trustees with known issues can provide formal written instructions to the scheme actuary now to start considering how the remedy might be utilised ahead of it coming into force.

As suggested by the guidance, trustees may wish to start drafting a reactive response on the remedy to deal with any potential member queries.

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Shoosmiths advises Northridge on deal with Cordillera Investment Partners

Wed, 1 Apr 2026 00:00:00 +0100

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Press release | 2 MIN READ

Shoosmiths advises Northridge on Cordillera investment deal

Shoosmiths has advised specialist sports law firm Northridge on a minority investment from US private equity firm Cordillera Investment Partners.

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Shoosmiths has advised Northridge, a UK-based specialist law firm dedicated to complex and high-stakes legal matters in sport, on a minority investment from US private equity firm Cordillera Investment Partners.

Published: 01 April 2026

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Shoosmiths has advised Northridge , a UK-based specialist law firm dedicated to complex and high-stakes legal matters in sport, on a minority investment from US private equity firm Cordillera Investment Partners.

The transaction marks a significant milestone in Northridge’s growth and reflects increasing private capital interest in the professional services and sports sectors. The investment sees Cordillera take a minority stake and board position in Northridge to support its continued expansion into new areas such as media rights and stadium development.

The Shoosmiths team was led by James Foster, Private Equity Partner. James was supported by Corporate Partners Simon Procter and Natalie Redfern, as well as Senior Associates Jordan Collinson and Jade Price. From the firm’s tax team, Principal Associate Caroline Airey and Senior Associate Manpreet Shoker also advised on the investment. Shoosmiths worked alongside Northridge’s other advisors, KPMG and Kindleworth LLP.

James Foster, Partner at Shoosmiths, commented: “We are thrilled to have advised Northridge on this strategic investment. The transaction reflects both the strength of Northridge’s market position and the growing appetite from private capital to invest in high-performing professional services businesses, particularly those operating at the intersection of law and sport. Our work on this successful deal with Northridge reflects Shoosmiths’ strong track record advising on investments into professional services firms. Private equity’s increasing focus on high quality professional services businesses reflects a structural shift in how the asset class thinks about durability and value creation. These high quality assets combine mission critical client relationships, recurring revenues and deep intellectual capital, creating platforms that are both resilient and highly scalable with the right investment and operational support.”

Shoosmiths’ corporate team of over 150 lawyers specialises in the premium and upper mid-market and is one of the UK’s leading advisers to professional services companies and their investors, as well as one of the most active M&A teams in the market.

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Shoosmiths strengthens Private Equity team with double partner hire

Wed, 1 Apr 2026 00:00:00 +0100

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Press release | 3 MIN READ

Shoosmiths strengthens Private Equity team with double partner hire

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Shoosmiths is pleased to announce the appointments of Tim Nye and Alison Chivers as Partners in the firm’s Private Equity team in London.

Published: 01 April 2026

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Tim and Alison bring significant corporate experience in mid-market private equity transactions in the UK and internationally. Their arrivals bolster Shoosmiths’ private equity team and strengthen the team’s market position and reputation as a high-quality outfit outperforming the market standard for transactional work and client wins. They join from Trowers & Hamlins, where each played a key role in establishing and building out the firm’s PE function.

Tim joins as a corporate partner, with over 22 years of experience advising private equity sponsors, portfolio companies, investment funds, family offices and mid-sized corporates. He has a particular focus on healthcare, real estate and technology. Tim is widely acknowledged for his strong track record in private equity, with recognitions as a Legal 500 Leading Individual, in The Lawyer’s ‘Hot 100’ list and in Who’s Who Global Healthcare. He is also Chambers-ranked.

Alison arrives at Shoosmiths with nearly 20 years of experience acting on private equity transactions across healthcare, pharmaceuticals, technology, business services and consumer brands. She has developed a significant practice across mid-market UK private equity funds, portfolio companies and owner-managed businesses. Recognised as a Leading Partner by Legal 500, Alison brings an innovative and collaborative approach to her work, leading initiatives including an M&A efficiency drive and progressive training programmes.

Ben Turner, head of Shoosmiths’ national Corporate division, said: “We’re delighted to welcome Tim and Alison. Their proven credentials, technical expertise and commitment to delivering outstanding client service make them invaluable additions to the firm and mark them out as outstanding hires in the mid-market private equity space. We are delighted to welcome them to our team and I’m confident that their recruitment will elevate what is already an outstanding PE business to even greater heights. Culturally, thanks to their innovative and progressive leadership and work practices, they are a fantastic fit with the firm. They bring a diversified client base across a range of sectors and will help the firm build on its strong track record of delivering for clients in the private equity sector while progressing our 2030 strategic growth ambitions.”

Tim Nye said: “I’ve admired the increasing body of work that the Shoosmiths team has undertaken within the private equity sector and the firm’s strong commitment to ambition, innovation and client delivery. I’m looking forward to being part of and contributing to a dynamic, forward-thinking and quality team.”

Alison Chivers said: “I’m excited to be joining Shoosmiths at this key juncture in delivering on the firm’s growth strategy. It is a great platform for us to reinforce Shoosmiths’ private equity and M&A offering, bringing my specialism within healthcare and pharmaceuticals, as well as my broader expertise in the sector.”

Their addition continues strong growth momentum in London, with the firm adding 17 lateral partners since April 2025 as it continues to deliver on its dynamic 2030 strategy. These additions, which include banking and finance lawyers John Dawson and Graham Knight, technology lawyer Sarah Reynolds, real estate finance lawyer James Salford and real estate development lawyer Jasvinder Sahotay, deepen capabilities across Shoosmiths’ three core practices in Corporate, Litigation and Real Estate and underline the firm’s strength in key sectors like technology and consumer.

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Clarks v Trek: The co‑existence agreement that went off‑road

Mon, 30 Mar 2026 00:00:00 +0100

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Brand interchange | 4 min read

Clarks v Trek: The co‑existence agreement that went off‑road

The High Court has considered the scope & effect of a long standing trade mark co-existence agreement

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Decision: C. & J. Clark International Ltd v Trek Bicycle Corp[2026] EWHC 659 (ChD) Court: High Court, Intellectual Property List
Judge: Ian Karet OBE
Decision: Here
Issue: Registered Trade Mark Co-Existence Agreements

Published: 13 April 2026
Authors: Eloise Ryan

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Introduction

In C. & J. Clark International Ltd v Trek Bicycle Corp, the High Court has considered the scope and effect of a long‑standing trade mark co-existence agreement and its interaction with claims for trade mark infringement, invalidity and non‑use, in the context of the parties’ evolving commercial activities in footwear and sports goods. The case provides detailed guidance on contractual construction in trade mark co-existence agreements.

Background

Clarks is a well‑known UK footwear manufacturer, having sold shoes under its TREK mark, including DESERT TREK, for over fifty years. Trek is best known for bicycles and cycling equipment, having used its TREK mark in relation to cycling clothing for decades.

The dispute centred on a global co-existence agreement entered into in 2001. The agreement was intended to preserve the status quo between the parties, its key features including:

Trek was permitted to use TREK for cycling‑related clothing, “but not including footwear” (clause 6 of the agreement)
Clarks was permitted to use and register TREK for footwear, clothing and headgear, provided it did not use the mark on goods” adapted for wear when cycling, commemorating cycling events or participating in sports or fitness’” (clause 3 of the agreement)
each party agreed that the agreement should “bind and shall inure to the benefit of the respective affiliates, licencees, assigns and successors in business of the parties hereto” (clause 14)
each party agreed not to challenge the other’s registrations within the agreed fields (clauses 1, 2, 4 and 5 of the agreement)
the agreement was worldwide, unlimited in time, and binding on affiliates and licensees (clauses 11 and 14 of the agreement)

Issues

Since the agreement was concluded, each party had gradually encroached into the other’s field. By trial, the court identified the following principal issues to be determined:

whether Trek breached clause 6 of the agreement and infringed Clarks’ registered trade marks under sections 10(1), 10(2) and 10(3) Trade Marks Act (“TMA”) by selling TREK‑branded cycling shoes and insoles
whether Clarks breached clause 3 of the agreement by selling TREK‑branded footwear adapted for sports or fitness
whether Clarks consented to or waived its rights in relation to Trek’s conduct in discussions between the parties in 2018
whether Trek was in breach of clause 6 of the agreement as a result of Lidl’s sale of LIDL-TREK shoes
whether Trek’s UK trade marks covering footwear were invalid under sections 47 TMA
whether Clarks’ TREK registrations should be partially revoked for non‑use under section 46 TMA

Decision

Applying Wood v Capita [2017] UKSC 24 and Sara & Hossein Holdings v Blacks Outdoor [2023] UKSC 2, the judge emphasised that co-existence agreements must be interpreted objectively and as a whole. The purpose of the agreement was to preserve a clear commercial divide between the parties’ footwear and cycling businesses. Addressing each of the issues above:

the court rejected Trek’s argument that the phrase “but not including footwear” did not prohibit sales of shoes. “Footwear” was given its ordinary meaning, covering shoes and boots, including specialist cycling shoes. The agreement did not distinguish between different categories of shoes. It followed that the court held that Trek infringed Clarks’ registered TREK marks by selling cycling shoes under section 10(1) and 10(2) TMA. On section 10(3), although Clarks’ marks were found to have a reputation, the court held there was no unfair advantage, dilution or tarnishment. Trek was developing its own cycling brand rather than riding on Clarks’ coat‑tails
the court held that the phrase “adapted for wear when cycling, commemorating cycling events or participating in sports or fitness” in clause 3 of the agreement meant “suitable for”, without requiring specialist technical adaptations. Whether footwear fell within that description depended on factors such as marketing, design briefs, materials, appearance and consumer messaging
as to consent or waiver, Trek argued that a 2018 meeting amounted to Clarks consenting to Trek’s use of TREK on cycling shoes. The court rejected this: at most Clarks’ representative had suggested that the issue “should not be a problem”, which fell short of clear consent, particularly in light of the contract’s formality and global scope
with regard to Lidl’s sale of “Lidl‑Trek” trainers and slippers (in connection with the professional cycling team it sponsored with Trek), although Trek argued these were third‑party acts, the court held that Lidl was a licensee for the purposes of the agreement. As clause 14 of the agreement rendered Trek responsible for licensees’ acts, sales of Lidl‑Trek footwear therefore breached the agreement
turning to Trek’s allegation that Clarks breached the agreement by expanding the TREK brand into sports and fitness footwear, while the court conducted that legacy outdoor shoes such as Wave Trek were permitted, several newer “ATL TREK” models were found to be adapted for sports or fitness and therefore in breach. The court placed significant weight on Clarks’ internal product documents, marketing language and categorisation of shoes as “sports” or “sport active”
on validity and revocation of the trade marks, Trek’s counterclaim for partial revocation of Clarks’ TREK marks for non‑use failed. Clarks’ use on a wide range of footwear, including sports and fitness‑suitable shoes, was sufficient. Several Trek registrations covering footwear were declared invalid under section 47 TMA due to conflict with Clarks’ earlier marks. However, bad faith allegations against Trek were rejected. Filing applications covering footwear was not inconsistent with the agreement and did not fall within recognised categories of bad faith
Defences of consent, honest concurrent use and statutory acquiescence failed

Conclusion

Overall, the court concluded that:

Trek infringed Clarks’ trade marks under sections 10(1) and 10(2) TMA by selling TREK‑branded cycling shoes and insoles, but not section 10(3) as there was no unfair advantage, dilution or tarnishment
Trek breached the co-existence agreement both by selling TREK‑branded cycling shoes and through Lidl’s sales of team‑branded footwear
Clarks also breached the agreement by selling certain TREK shoes adapted for sports or fitness
Trek’s UK registrations covering footwear were invalid, while Clarks’ trade marks remained intact

Comment

The judgment provides three practical takeaways for those drafting co‑existence agreements:

define your “no‑go zone” precisely. “Sports,” “fitness,” and “footwear” sound obvious until the market evolves and athleisure makes everything “multi‑purpose.”
put variations in writing. If your position is “we agreed it over coffee in 2018,” expect the court to ask for the document trail.
don’t forget about licensees. If the agreement binds affiliates/licensees, your partner’s promotions can become your problem.

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From Kitchen to Cask: Why TV chef James Martin’s trade mark bid fell flat

Mon, 30 Mar 2026 00:00:00 +0100

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Brand interchange | 4 min read

Why James Martin’s trade mark bid failed

A look at the TV chef’s attempt to protect the ‘From Kitchen to Cask’ brand, and the key legal reasons his trade mark application was rejected.

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Decision: Macdonald & Muir Limited v James Martin (Series of Two) (BL O/1200/25) Court: UK Intellectual Property Office (Trade marks)
Hearing officer: L. Nicholas
Decision link: https://www.ipo.gov.uk/t-challenge-decision-results/o120025.pdf
Key issues: Identity of marks, likelihood of confusion, distinctiveness of earlier mark, evidence of genuine use and specification clarity

Contested marks

JAMES MARTIN

JAMES MARTIN'S

(SERIES OF 2)

Earlier marks

(The first earlier registration)

JAMES MARTIN's
(The second earlier registration)

JAMES MARTIN

Published: 30 March 2026
Authors: Anastasia Fowle

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Introduction

Celebrity chef James Martin tried to expand his brand from TV and cookbooks into the drinks market. To do that, he applied to trade mark the names “James Martin” and “James Martin’s” for a range of alcoholic and non alcoholic beverages. This made commercial sense given his existing wine ventures, but it placed him directly against an established whisky brand that had been using “James Martin’s” for well over a century.

That brand belongs to Macdonald & Muir, the company behind Glenmorangie and Ardbeg. Not only does their “James Martin’s” whisky date back to the 19th century, but they also hold registered trade mark rights dating from 1998 and were able to show that the whisky is still very much in ongoing commercial use.

Why was the application opposed?

Macdonald & Muir argued that:

They already owned the mark “James Martin’s” for whisky.
The chef’s proposed marks were identical to theirs.
Allowing his trade marks would confuse consumers, especially because both parties operate in the drinks sector.
Their brand still has a real presence in the market which was shown through detailed bottling records, invoices and export evidence confirming more than 11,000 bottles produced and sold between 2017 and 2022.

In short, they showed that this wasn’t just a “historic” brand but an actively used one.

What the IPO decided

After a full hearing in January 2025, the UK IPO ruled in favour of Macdonald & Muir.

The decision came down to a few key findings:

1. the marks were identical (word for word).

2. the earlier whisky brand had inherent distinctiveness, strengthened by its long commercial history.

3. even though James Martin had applied for a wider range of drinks, many were similar enough to whisky to matter.

4. because the marks were identical, the likelihood of confusion was high and consumers could very easily assume that James Martin’s drinks came from or were related to the whisky brand.

As a result, the IPO refused the chef’s application and ordered him to pay £1,900 towards the opponent’s legal costs.

Why heritage matters in the drinks industry

One important element of the ruling was the strength of Macdonald & Muir’s legacy brand. Although whisky production often involves small batch releases and long ageing periods, the IPO accepted that lower volumes do not undermine continued commercial activity. What matters is whether the brand remains present in the market and recognisable to consumers.

This case illustrates a broader point: heritage spirits brands carry significant legal protection, even when production levels are modest.

Why broad specifications can backfire

In this case, the applicant’s specification covered a very wide range of beverages which included alcoholic, non alcoholic, low alcohol, spirits, beers, wines, and cocktails. Because the list was so broad, the Hearing Officer was required to:

compare the applicant’s long list of goods against the opponent’s single item (“whisky”);
find similarity even where it was low, simply because the goods fell within the wider drinks market.
conclude that identical marks even low similarity was enough to refuse registration.

A wide, catch all specification increases the chance of overlap with earlier rights which includes overlap that may only be “low similarity” but still sufficient to cause refusal. Had the specification been narrower, more commercially focused, and properly delimited, the conflict with the opponent’s whisky mark might have been reduced or avoided.

How this compares with Jo Malone and Elizabeth Emanuel

The outcome in James Martin’s case sits interestingly beside disputes involving designers such as Jo Malone and Elizabeth Emanuel, both of which turn on the commercialisation of personal names.

In those cases, the courts looked at what happens when a brand that uses someone’s name has been sold or transferred, and whether the original creator is still allowed to use their own name without infringing the brand they once helped to build.

Jo Malone was prevented from using “Jo Malone” for new fragrance ventures after selling her business to Estée Lauder, because the name had become a trade mark owned by the purchaser. This issue has raised its head again in only the last few days as it appears that Estee Lauder has issued proceedings against Ms Malone for use of her name;
Elizabeth Emanuel, the designer behind Princess Diana’s wedding dress, similarly lost the ability to trade under “Elizabeth Emanuel” once the brand and goodwill were sold.

These cases highlight a principle: personal names can become commercial assets entirely separate from the individual.

By contrast, James Martin’s dispute arose at the registration stage, not following a sale of goodwill. Jo Malone and Emanuel often appear as defences to infringement raised by individuals seeking to justify continued use of their own name. They are not typically deployed as a basis for obtaining a new registration.

Here, the obstacle was more fundamental: Macdonald & Muir already owned “James Martin’s” as a longstanding whisky brand. The chef’s mark was legally identical to an earlier right, leaving no room for successful registration.

Key lessons for brand owners

1. A famous name isn’t a free pass

Even celebrities cannot override pre-existing rights. Earlier trade marks in particular historic ones will always carry significant weight.

2. Evidence is everything

Invoices, bottling records, export logs and photographs were central to Macdonald & Muir’s success. In trade mark disputes, good evidence wins cases.

3. Confusion is assessed holistically

Where marks are identical, the threshold for similarity of goods is lower. Distinctiveness and legacy strengthen the opponent’s position.

4. Draft carefully and completely

Missing schedules or vague specifications can undermine an otherwise strong application.

Conclusion

James Martin’s failed bid to trade mark his name serves as a clear reminder that heritage brands carry serious legal weight, especially in sectors built on long standing identity and consumer recognition.

For any business expanding into a new market:

carry out thorough clearance searches,
gather strong evidence of use where relevant, and
ensure trade mark specifications are drafted with absolute clarity.

In industries driven by history and reputation, a brand’s past isn’t just part of its story, it’s a major legal advantage.

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Why fraud is reshaping resilience in financial services

Fri, 27 Mar 2026 00:00:00 GMT

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Article | 4 min read

Why fraud is reshaping resilience in financial services

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Fraud has become the defining operational and regulatory risk for financial services. With authorised push payment scams surging, mandatory reimbursement tightening pressure, and Consumer Duty raising expectations, firms face a pivotal moment. Those who invest early in smarter monitoring, clearer communication and faster interventions won’t just reduce losses – they’ll strengthen trust.

Published: 27 March 2026
Authors: Daren Allen

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According to our annual Litigation Report, general counsel (GC) in financial services faced almost twice as many fraud related disputes (47%) as any other sector in the past year. And the risk isn’t easing. When GCs look three years ahead, fraud tops the list of expected disputes (63%), eclipsing even major concerns like tax and IP. It’s a clear warning: FS businesses are entering an era where fraud isn’t a peripheral threat. Instead, it’s the central battleground shaping regulatory scrutiny, operational resilience and customer trust.

Operational risk redefined

But what is driving the focus on fraud? Authorised push payment (APP) fraud now accounts for hundreds of millions in losses each year, with banks absorbing most of the cost upfront under the mandatory reimbursement regime. These scams don’t rely on complex system breaches. They rely on people. Criminals manipulate customers into sending money themselves, often convinced they’re responding to a trusted request or chasing a legitimate investment. The surge in cases has pushed APP fraud into the spotlight, drawing scrutiny from regulators, the media and the public. It is now firmly recognised as a core operational and regulatory risk for banks and payment providers, not just a criminal issue.

The stakes have grown even higher with the introduction of the mandatory reimbursement scheme. Banks must now repay most APP fraud victims at speed, with only narrow exceptions such as clear cases of gross negligence. The financial impact is significant, with losses mounting into the hundreds of millions. The operational pressure is equally intense: firms must assess and settle claims within extremely tight timelines, with a target for most cases to be resolved within five business days. This is a challenge that hits smaller institutions hardest as they race to match the capabilities of larger banks with established fraud infrastructure. The risk of system abuse adds another layer of complexity.

Regulation steps up

Perhaps unsurprisingly, regulators have responded decisively. The Financial Conduct Authority’s 2025-2030 strategy has made APP fraud a priority within its broader approach to financial crime, emphasising the need for robust systems, proactive monitoring and stronger customer protections. Its Consumer Duty raises the bar even further for how firms respond. It expects proactive protection – spotting unusual activity early, stepping in fast, and supporting customers with clarity and empathy throughout the process. It pushes firms to move beyond quick payment processing and towards behaviour that genuinely prevents harm: asking questions, offering warnings, and helping the moment fraud is suspected. In short, Consumer Duty makes active monitoring, timely intervention and meaningful support a regulatory expectation, not a nice to have.

A strategic opportunity

The message for financial services is clear: the firms that will thrive in this new landscape are the ones that treat fraud as a frontline strategic risk, not just a cost of doing business. APP fraud is exposing weaknesses in systems, culture and customer journeys, and regulators are watching. But this moment also creates opportunity. Firms that invest early in smarter monitoring, clearer customer communication and more joined up operational processes won’t just meet regulatory expectations, they’ll rebuild trust at a time when it’s under strain.

In an era where fraud is accelerating faster than defences, the winners will be those bold enough to rethink their approach now, before the next wave hits.

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RIDDOR: Essential guidance for reporting workplace incidents

Fri, 27 Mar 2026 00:00:00 GMT

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Article | 3 min read

RIDDOR: Essential guidance for reporting workplace incidents

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This article provides practical guidance on when incidents must be reported under RIDDOR, including practical examples and useful links. The aim is to help duty holders understand their obligations, avoid common pitfalls, and ensure compliance.

Published: 27 March 2026
Authors: Rubina Zaidi

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What matters

The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations (RIDDOR) is an essential part of UK workplace safety law. Employers, the self-employed, and the person in control of work premises must report certain incidents to the Health and Safety Executive (HSE). RIDDOR reporting is not just a legal requirement but is vital for monitoring workplace risks, preventing recurrence, and shaping future safety standards.

Duty holders must know which incidents are reportable, how to identify them, who should report under RIDDOR and the correct process for reporting. Failure to comply can result in enforcement action and reputational damage.

What matters next

To ensure compliance you should:

familiarise yourself with the types of reportable incidents
understand who is responsible for reporting under RIDDOR
use the HSE’s updated guidance and online forms for clarity
review practical examples to distinguish reportable from non-reportable events.

Who should report under RIDDOR?

The following persons (responsible person) are responsible for reporting reportable incidents:

the employer, where an employee is involved in the incident
a self-employed person if that person was in control of the premises where and when the reportable incident happened or when the self-employed person receives a reportable diagnosis
the person in control of work premises where and when the reportable incident happened, in cases of incidents involving a non-employee.

When must incidents be reported under RIDDOR?

Reportable incidents

Incidents must be reported under RIDDOR if they are:

work-related (arising out of or in connection with work)
result in a reportable injury, disease, or dangerous occurrence as set out below.

Fatalities: Any work-related death (excluding suicides) must be reported under RIDDOR. If a person dies from a work-related injury within one year, this must also be reported regardless of whether the incident has already been reported. Fatal (and specified major injuries) can be reported by telephone or online.
If death occurs in premises solely owned/ occupied by a self-employed person, this is not reportable.

Specified injuries: The following specific injuries must be reported:
- fractures (except fingers, thumbs, toes)
- amputations
- permanent loss or reduction of sight
- crush injuries to head/torso causing internal organ damage
- serious burns (covering over 10% of the body or significantly damaging the eyes, respiratory system or other vital organs)
- scalping requiring hospital treatment
- loss of consciousness from head injury or asphyxia
- injuries from working in enclosed spaces leading to hypothermia/heat illness or requiring resuscitation or hospital admission for more than 24 hours.
over-7-day incapacitation: If a worker is unable to perform their normal duties for more than seven consecutive days (excluding the day of the accident but including weekends, rest days and days the worker would not normally be expected to work), this must be reported within 15 days.
injuries to non-workers: If a member of the public is injured due to a work-related accident and taken directly to hospital for treatment, this is reportable.

Occupational diseases

These are reportable when a responsible person is notified that a worker is suffering from any of the following diseases:

carpal tunnel syndrome, where the work involves regularly using percussive/vibrating tools
hand/forearm cramp, where the work involves long periods of repetitive movement of the fingers, hand or arm
occupational dermatitis, where the work involves significant or regular exposure to a known skin sensitizer/ irritant
hand-arm vibration syndrome, in work involving regular use of percussive/ vibrating tools or holding of materials subject to percussive processes/ processes causing vibration
occupational asthma, where the work involves significant/ regular exposure to a known respiratory sensitizer
tendonitis/ tenosynovitis in the hand or forearm, in physically demanding work involving frequent, repetitive movements
occupational cancer linked to workplace exposure to a known human carcinogen or mutagen
diseases due to workplace exposure to biological agents.

Dangerous occurrences

Certain events with the potential to cause serious harm must be reported, even if no injury occurs. Examples include:

collapse or failure of lifting equipment or of the failure of any load-bearing part of such equipment (cranes, hoists, forklifts), but not of the failure of accessories to the equipment or ancillary equipment
explosion or fire due to an electrical short circuit/overload causing work stoppage or a significant risk of death
accidental release of hazardous substances which might result in personal injury to anyone (other than through the combustion of flammable liquids/ gases)
incidents when plant/equipment unintentionally contacts an uninsulated overhead electric line with voltage over 200 volts or comes close to such a line where an electric discharge is caused
incident involving the release or potential release/escape of a biological agent likely to cause severe human infection/ illness
complete or partial collapse of:
- a substantial part of any scaffold over 5 metres high
- any supporting part of a suspended scaffold which results in a working platform falling
- any part of any scaffold where anyone falling from it would be at significant risk of drowning.

Practical examples of reportable dangerous occurrences

a warehouse worker fractures their arm (not a finger or thumb) in a fall
a member of the public slips in a shop and is taken to hospital for treatment
a forklift overturns but no one is injured
an employee is diagnosed with occupational asthma
a chemical storage tank ruptures, releasing hazardous vapours which cause injury to non-employees.

Reporting stress-related and mental health illnesses under RIDDOR

While stress and mental health conditions such as anxiety and depression are increasingly recognised as significant workplace health issues and employers have a duty to protect workers from stress as with other health and safety risks at work, they are not currently classified as RIDDOR-reportable.

The HSE is unlikely to investigate a report of an individual case of work-related stress or related ill health but may investigate if it appears several employees are suffering from work-related stress. 

Further steps and best practice tips

train responsible persons on identifying and reporting incidents
use online forms and resources to ensure accurate reporting
if circumstances change (for example, an injury later results in death), amend the report online using the HSE portal
keep a copy of the submitted RIDDOR report and any supporting documentation
maintain records of reportable incidents, reportable diagnoses and of workplace incidents which prevents the injured worker from doing routine work for more than three consecutive days (excluding the day of the accident); such records must be kept for at least three years
keep accurate records of all workplace incidents, even those not reportable, for internal review and improvement
review the HSE’s guidance regularly for changes in reporting requirements.

Useful links and resources

HSE RIDDOR Guidance
Types of Reportable Incidents (HSE)
Make a RIDDOR Report Online
HSE’s A to Z of guidance by topic HSE: Guidance: Topics
For a full list of dangerous occurrences, refer to Schedule 2 of The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013

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Shoosmiths advises Metro Bank on £79m refinancing for Z Hotels

Thu, 26 Mar 2026 00:00:00 GMT

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Press release | 1 MIN READ

Shoosmiths advises Metro Bank on £79m refinancing for Z Hotels

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London – March 20th Shoosmiths has advised Metro Bank on a £79 million refinancing for Z Hotels, secured against two recently developed London hotels located in Leicester Square and Covent Garden.

Published: 23 March 2026

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Z Hotels is a UK-based hotel operator focused on delivering affordable luxury accommodation in prime city centre locations. The refinancing enables the group to restructure its existing development finance, freeing up cashflow to fund future investments and support its continued growth strategy.

The financing relates to two high-profile central London assets. The Leicester Square hotel, located on Charing Cross Road, was developed following the conversion of an office building, while the Covent Garden site at Bedford Street has recently secured planning consent for additional rooms, enhancing its long-term value. The refinancing arrangement will drive Z Hotels’ long-term growth strategy.

This transaction represents one of the largest hotel financings completed by Metro Bank to date, highlighting Shoosmiths’ strength in advising lenders on complex, high-value real estate finance transactions within the hospitality sector.

The Shoosmiths team was led by Banking & Finance Partner James Salford, Principal Associate Anna Richardson, Senior Associate Hannah Tinsley and Trainee Solicitor Beth McTigue.

James Salford, Partner at Shoosmiths, commented:

“We are delighted to have supported at Metro Bank on this significant refinancing for Z Hotels. This landmark transaction demonstrates the bank’s continued commitment to supporting established operators in the hospitality sector, and it was a pleasure to work collaboratively with Gavin Turner (Head of Hotels) and his team to deliver this refinancing.”

Nick Kalamaris, head of hospitality and leisure at Metro Bank, added: “This significant refinancing package supports Z Hotels’ ambitious growth plans, job creation, and delivery of first-class guest experiences across the UK.”

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From law to lecture hall: Balancing academic freedom and protected beliefs

Wed, 25 Mar 2026 00:00:00 GMT

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Article | 7 min read

Law to lecture hall: Balancing academic freedom & protected beliefs

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Universities are operating in a period of heightened scrutiny where debates around academic freedom and gender critical beliefs have become increasingly complex to navigate. Complaints often arise and escalate quickly. They are generally in response to online discourse, student behaviours and sometimes even from comments made within the academic community itself. However, they are always against a backdrop of reputational, regulatory and legal pressure.

Published: 25 March 2026
Authors: Kate Dodsworth

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Decision makers are expected to reach firm conclusions sometimes based on partial information and intense external scrutiny. For universities, however, the stakes are considerably higher, with statutory duties, contractual obligations and regulatory oversight shaping every decision.

Recent reporting in the sector from The Guardian has underscored that staff who hold gender critical beliefs often feel exposed when controversy arises, whilst those raising concerns frequently feel that their own rights and welfare require protection. Universities are tasked with balancing these competing rights. In this context, the way institutions handle these matters, procedurally, culturally and legally, will determine whether they remain compliant and fair for all involved.

The legal landscape

Three forthcoming Employment Appeal Tribunal (EAT) appeals (Miller v University of Bristol, Lister v New College Swindon and Randall v Trent College Ltd) are expected to provide further guidance on where the boundaries of the expression of protected beliefs lie in a university context. Each case centres on the expression of protected beliefs under the Equality Act 2010 (EqAct) and the extent to which institutions must accommodate such beliefs within an educational environment.

Miller raises questions around political and ideological expression, particularly where academic commentary intersects with sensitive international issues. Professor Miller was dismissed due to his expression of anti-Zionist views, which were found to be a protected philosophical belief. Although the tribunal found that his comments were ill-judged and provocative, the Tribunal held that the University had not properly differentiated between his belief, actionable misconduct, and the impact that his expression caused to students. This distinction is increasingly important given the EqAct’s emphasis on protecting lawful speech, even where it is controversial or unpopular.

Lister concerned a teacher who was dismissed for gender critical beliefs after refusing to use a student’s preferred name and pronouns, and making comments about gender reassignment. The appeal will address how institutions should approach situations where students report harm or distress, and what constitutes a lawful and proportionate restriction on the manifestation of a protected belief within an educational context.

Randall, although arising in a school environment, tackles similar tensions when a Chaplin criticised LGBT ideologies that conflicted with his Christian beliefs. The case highlights the need for clear guidance on what can be taught where content intersects with protected beliefs, and where misunderstandings about the belief itself can lead to procedural unfairness. Particular emphasis was made of educational institutions requirement to safeguard students which in some circumstances, may justify restricting the expression of protected beliefs.

Practical considerations

Universities must consider how to ensure that the expression of lawful views, including views that many may find offensive, can be tolerated within campus life, teaching and research. These expressions may be directly protected by statutory free speech and academic freedom duties. Recent Tribunal cases emphasise that tolerance of differing viewpoints is an essential feature of a democratic, pluralistic academic community and that a lawful belief does not need to be expressed ‘nicely’ to remain protected.

The difficulty for the higher education sector is that these issues now sit alongside universities’ statutory duties under the Higher Education (Freedom of Speech) Act 2023 (Act), in force from 1 August 2025, which increases the regulatory and legal complexity of decision making in the Higher Education sector. The intention behind the Act is to promote robust academic discussions on campus, without censoring or silencing lawful opinions held by all (lectures, students, staff and/or external speakers). However, the Act may create tension with the harassment and discrimination protections afforded by the Equality Act 2010. EAT guidance is required to understand how institutions can walk the tightrope between promoting academic freedom whilst demonstrating that it has adequate anti-harassment and discrimination measures in place.

This is where a common theme emerges: the legal risk universities face often arises not from the substantive belief but from the process adopted in response to a complaint. It can be that decisions are taken too quickly, without thorough evidence gathering, and made in response to perceived or actual reputational threats rather than legal duties.

While lawful beliefs must be accommodated, the Tribunal has made clear that the focus often falls on how a belief is manifested, and whether that is unreasonable, rather than the belief itself. Universities may therefore need to consider whether the concern arises because of the manner of expression, for example, if it becomes personalised, targeted or aggressive. Institutions must remain able to protect staff and students from unlawful harassment or discrimination even where protected beliefs are involved and should ensure that those assessing complaints understand when speech remains lawful and when it crosses into misconduct.

For example, consider an academic who submits an article on a sensitive topic Before publication, the draft is reviewed by the relevant University committee responsible for approving academic outputs. If that committee declines approval, whether because of the views expressed or because of the way those views have been manifested, the academic may respond by raising a grievance or even bringing an Employment Tribunal claim.. It underlines the need for individuals sitting on these committees to recognise the weight of the decisions they are making and to be clear, and able to evidence, the reasons for rejecting or restricting publication.

A legally compliant approach requires a structured, methodical response. Decision makers should be supported to understand what constitutes a protected belief and how to differentiate between belief and manifestation of the belief. Universities should also ensure that decisions are clearly documented, including the information available at the time and how competing rights of both sides were balanced in the decision-making process.

Any intervention in an individual’s speech or academic freedom should only occur where necessary to protect the rights of others, and only after the University has considered whether any other reasonable and practicable steps could address the concern. Decision‑makers should be supported and trained to carry out this balancing exercise carefully and lawfully.

Institutions must also be alert to the risks of allowing reputational considerations to override legal obligations. Regulatory bodies, including the Office for Students, expect universities to demonstrate that action taken in response to complaints is grounded in objective assessment rather than reactive decision making. Clear, neutral communication with all those involved in a complaint, including those expressing protected beliefs and those raising concerns, is essential. It is important to remember that early (and often knee-jerk) correspondence is frequently scrutinised in litigation.

Actions

For senior leaders, this landscape is not peripheral; belief related issues now arise routinely and carry significant implications for staff wellbeing, governance culture, student experience and compliance. They also intersect directly with the sector’s emerging regulatory framework on free speech, increasing the importance of consistent and legally robust decision making.

A proactive approach is key. Universities should consider if they have not already:

investing in targeted training for HR teams, academic leaders and those undertaking investigations. This ensures a shared understanding of belief protection and proportionality.
reviewing policies to ensure they address conduct, not ideology, and remain belief neutral in both tone and application.
implementing response protocols and toolkits that allow urgent concerns to be triaged quickly without compromising procedural fairness.
providing parity of support to both complainants and those whose protected beliefs are in issue, recognising that both may feel vulnerable.
conducting scenario planning exercises to build confidence in managing cases involving incomplete information or significant public interest.

Many institutions are choosing to engage proactively, strengthening their internal frameworks. The sector is likely to face continuing pressure in this space, and the forthcoming EAT decisions will only add to the complexity. Those universities that invest now in structured, evidence based and belief informed processes will be best positioned to support their communities, meet their regulatory obligations and maintain trust in their governance.

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Hadid enough: How to terminate a licence

Wed, 25 Mar 2026 00:00:00 GMT

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Brand interchange | 4 min read

Hadid enough: How to terminate a licence

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Decision: Zaha Hadid Limited v The Zaha Hadid Foundation [2026] EWCA Civ 192
Court: Court of Appeal
Judge: Sir Colin Birss C. (Jackson LJ and Popplewell LJ agreeing)
Decision: Here
Issue: Implied rights of termination in trade mark licences

Published: 25 March 2026
Authors: Dominic Farnsworth

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Introduction

In Zaha Hadid Ltd v The Zaha Hadid Foundation, the Court of Appeal has considered when it is appropriate to imply a mutual right of termination on reasonable notice in a trade mark licence. The court drew a distinction between a perpetual contract and an indefinite contract, with the latter potentially being terminable. The judgment is essential reading for those involved in the drafting and licensing of trade marks.

Background

Dame Zaha Hadid was an internationally renowned architect. Her practice was named Zaha Hadid Limited (‘Company’). She also established the Zaha Hadid Foundation (‘Foundation’) to preserve her work and legacy. After her departure from the Company, the Company continued to use various trade mark registrations for ZAHA HADID (‘Registrations’) under the terms of a trade mark licence (‘Licence’) with Dame Zaha, and following her death in 2016, the Foundation.

The core of the issue to be determined was that, whilst the Company wished to continue to use the Registrations, it also wanted to renegotiate the level of licence fee which it considered to be excessive. To do this, the Company needed to be able to terminate the Licence on reasonable notice, if needed. The Foundation asserted that the Company was prevented from terminating under the terms of the Licence.

The key contractual clauses were the following:

Clause 6.1 required the Company to pay to the Foundation a royalty of 6% of ‘Net Income’ for the ‘Licensed Services’, a term drafted so widely that it covered all the Company’s services, whether it used the Registrations or not;
Clause 12.1 stated that ‘This agreement shall commence on the Effective Date and shall continue indefinitely, unless terminated earlier in accordance with this clause 12’ (our emphasis). Clause 12.2 onwards then only provided the Foundation with the right to terminate on three months’ notice.

Therefore, whilst the Licence provided that the Foundation was able to terminate on 3 months’ notice, there were no express terms conferring such rights of termination on the Company.

At first instance, Adam Johnson J held in his decision of 20 December 2024 that the terms of the Licence did not permit the Company to unilaterally terminate it and that the Company was locked into the contract. The Company appealed the decision, arguing that an implied right of termination on reasonable notice should be included for both parties and, if not, the contract should be found void for constituting an unreasonable restraint on trade.

Court of Appeal decision

The Court of Appeal overturned the first instance decision. The court adopted the two stage test in Winter Garden Theatre (London) Limited v Millenium Productions Ltd [1948] AC 173, which requires the examination of whether the parties intended the Licence to be perpetual in nature or indefinite. If indefinite, the circumstances of the individual case may be such that there was an understanding that the Licence could be terminable at some point.

Considering the Licence as a whole and its commercial context, the Court of Appeal held that the Licence was indefinite (not perpetual) and that there was an implied right for both parties to be able to terminate the contract on reasonable notice. The Court pointed to the following factors:

the use in clause 12 of ‘indefinitely’ suggested that the contract was indefinite, not perpetual;
Dame Zaha had anticipated that the Company may become independent and, if so, may want to change its name;
there were good reasons why the Company might reasonably want to change its name at some point in the future (for example, if structural deficiencies were detected in buildings that had been designed by Hadid, and the Company then wished to change name to reduce its association with her).

Notably, the Court of Appeal concluded that the fact that the Licence expressly provided unilateral rights of termination to the Foundation did not negate implied rights of termination. In particular, the Court of Appeal explained that the nature of a trade mark was that a Licensor would always want to have an express right of termination to address misuse of the trade mark, but this did not preclude the licensee being able to terminate as well.

Comment

The judgment is an important reminder that ‘perpetual’ and ‘indefinite’ are not synonyms and that, in some instances, the Court is prepared to go behind the express wording of an agreement and will imply terms to give the agreement commercial efficacy. An interesting point is that as an indefinite agreement terminable by either party on reasonable notice, the Foundation could terminate on either on 3 months’ notice or reasonable notice, and one may well be shorter that the other.

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Pensions and inheritance reforms: Royal Assent received

Tue, 24 Mar 2026 00:00:00 GMT

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Pensions and inheritance reforms: Royal Assent received

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The Finance (No. 2) Bill received Royal Assent on 18 March 2026, becoming the Finance Act 2026. Pensions have historically been out of scope for inheritance tax (IHT) purposes, but the Act brings most unused pension funds and death benefits within the value of an individual’s estate for IHT purposes from 6 April 2027.

Published: 24 March 2026
Authors: Suzanne Burrell

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What is changing?

Most unused pension funds and death benefits will, from 6 April 2027, be included in the value of a person’s estate when determining IHT liability and thresholds. Currently, most unused pensions and death benefits are paid tax-free to beneficiaries, and this will remain the case for any deaths occurring before 6 April 2027.

An “unused” pension is one which has not been used to claim an income. For money purchase arrangements, this will include all money held in a pension savings pot. For defined benefit arrangements, this will include lump sum death benefits that do not fall within any of the exclusions.

The standard IHT threshold, excluding the Residence Nil Rate Band, is currently £325,000 and so no IHT will be due if the value of the estate does not exceed this amount. The estate will include the property, money and possessions of someone that has died. The value of the estate needs to be estimated to check if it exceeds the threshold. If it does, valuations will be needed for the assets to calculate the amount of IHT due. The standard rate of IHT is 40%.

What is excluded from the scope of IHT?

The following benefits under a pension scheme will be “excluded benefits” for the purposes of the legislation and so will not be in-scope of IHT:

a dependants’ scheme pension
a trivial commutation lump sum benefit payment to a person which extinguishes the person’s entitlement to a dependants’ scheme pension
a dependants’ or nominees’ annuity that was purchased together with a member’s lifetime annuity
death in service benefits

Charitable lump sum death benefits and transfers between spouses and civil partners will also be out of scope.

How will IHT be paid?

Personal representatives, who already report and pay IHT on a deceased person’s estate, will be responsible for reporting and paying any IHT due on unused pension funds and death benefits.

Personal representatives, and prospective personal representatives, may give notice to the scheme administrator of a registered pension scheme if they know, or have reason to believe, that they may be liable for IHT attributable to unused pension or death benefits. This is known as a ‘withholding notice’ and it can have effect for up to 15 months after the end of the month in which the deceased member died and helps ensure there are enough funds available to pay IHT due.

While this notice has effect, the pension scheme administrator can only pay benefits that do not result in more than 50% of a beneficiary’s entitlement being paid out. If more than 50% has been paid before the withholding notice is received, the pension scheme administrator must not make any further payments to that beneficiary.

If a personal representative receives a clearance certificate from HMRC, they will not be liable for IHT due in respect of pensions later discovered unless the failure to disclose the pension was due to carelessness on the personal representative’s behalf.

Is a scheme administrator liable to pay IHT?

A beneficiary or personal representative may by notice require that the pension scheme administrator pays the IHT directly to HMRC on their behalf if the IHT due is at least £1,000. The notice must meet certain conditions. The pension scheme administrator must pay the amount of tax specified in the notice before the end of a period of 35 days, beginning with the day on which they receive the notice.

Any scheme rules restricting the payment of IHT to HMRC by the pension scheme administrator will be considered void.

Pension scheme administrators are liable for IHT if they have failed to comply with a direct payment notice given by a beneficiary or if they have paid benefits in breach of a withholding notice.

Key takeaways

It is expected that HMRC will provide guidance on the changes to support personal representatives, scheme administrators and beneficiaries ahead of 6 April 2027. There is still some time until the measures are in force, but now that the legislation is finalised, trustees and employers may want to consider writing to members to communicate the upcoming changes. Trustees should also work with their advisers to identify potential benefits that fall within the scope of IHT changes as well as developing processes to ensure that the new requirements are met when settling any death benefits from 6 April 2027.

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Late payment: From voluntary codes to real consequences

Tue, 24 Mar 2026 00:00:00 GMT

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Late payment: From voluntary codes to real consequences

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