Shoosmiths advises TMA on Magnesium Capital investment

Fri, 4 Sep 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:ca111f79-c2f6-489e-9fa1-dc090064953f/as/NEWS-US00003.avif?assetname=NEWS-US00003.jpg&originalImageWidth=1980&originalImageHeight=800

Press release | 1 MIN READ

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has advised the selling shareholders and management of TMA, a leading UK-based energy data collection and aggregation business, on a private equity investment from Magnesium Capital.

Published: 4 September 2026

/content/dam/shoosmiths/lawyers/lisa-sigalet/profile

false

style

single-column-text

The deal marks a significant milestone for TMA and reflects the growing interest in the data and digital infrastructure underpinning the UK’s energy transition. Magnesium Capital’s acquisition of a majority stake in TMA will support its continued growth throughout the implementation of the Market-wide Half-Hourly Settlement (“MHHS”), a key reform to the industry that places businesses with TMA’s capabilities at the centre of the energy market.

The MHHS reform officially went live for industry migration on 22 October 2025 and has demanded the reshaping of the UK electricity market, now requiring meters across residential and commercial sites to be settled based on consumption data recorded every 30 minutes. The programme is scheduled to complete in spring 2027.

Shoosmiths has previously advised TMA on a range of corporate matters over several years, including its initial MBO and several bolt-on acquisitions and in this deal provided support to TMA, Shareholders and Management across multiple service lines including Corporate, Equity, Tax and Management Incentives.

Lisa Sigalet, Partner in Shoosmiths’ Corporate team, said: “TMA plays a critical role in the GB energy market, and this investment comes at a pivotal moment for the industry with MHHS reshaping data infrastructure demands. The investment positions TMA to build on its reputation as a trusted partner to some of the UK’s leading energy suppliers as the market undergoes this phase of transformation.”

Rob Kitchen, Group Managing Director at TMA, said: “This investment represents an important milestone for TMA and a strong endorsement of the business we have built, the quality of our people and the role we play in supporting the UK energy market. With Magnesium Capital’s backing, we are well placed to continue investing in our technology, services and customer relationships as the industry transitions through MHHS and beyond. Shoosmiths were fantastic throughout the process, providing clear, commercial and pragmatic support from start to finish. Their understanding of our business and the dynamics of the deal made them a valued partner at every stage.”

The Shoosmiths team advising on the acquisition was led by Corporate Partner Lisa Sigalet and supported by Senior Associate Charlotte Constantinides and Associate Kerry Coomer. Equity advice was provided by Partners Holly Hirst and Alison Chivers, and Associate Jake Bowdler. Incentives advice was provided by Partner Dan Sharman and Principal Associate Marie Mann and Tax support was provided by Partner Laura Board, Principal Associate Caroline Airey, Senior Associate Carly Cutler and Associate Pritpal Virdee. Employment advice was provided by Partner Stuart Lawrenson and Associates Charlotte Gamblin and Ashlie Cheshire.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Modern slavery reporting: Are you ready for tougher rules?

Fri, 4 Sep 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:367f0cac-7c6f-4c20-8f1d-44983eea1ae2/as/ART-u2114277519_Close-up_product_shoot_of_a_green_electric_cable__54f9d579-cd76-4ab2-9bd2-9ade412108c3_0.avif?assetname=ART-u2114277519_Close-up_product_shoot_of_a_green_electric_cable__54f9d579-cd76-4ab2-9bd2-9ade412108c3_0.jpg&originalImageWidth=1980&originalImageHeight=960

article | 3 min read

Modern slavery reporting: Are you ready for tougher rules?

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Introduced into the House of Commons on 30 June 2026, the Immigration and Asylum Bill 2026 (the Bill) looks set to significantly overhaul the UK's corporate modern slavery reporting regime.

Published: 4 September 2026
Authors: Michelle Craven-Faulkner

/content/dam/shoosmiths/lawyers/michelle-craven-faulkner/profile

/content/dam/shoosmiths/lawyers/stefanie-hughes/profile

false

style

single-column-text

The current reporting framework under the Modern Slavery Act 2015

The existing corporate modern slavery reporting regime is set out in the Modern Slavery Act 2015 (the MSA) and requires commercial organisations within its scope to publish an annual slavery and human trafficking statement. Pursuant to section 54 of the MSA, the statement must describe the steps the organisation has taken to ensure that slavery and human trafficking are not taking place within its supply chains, or any part of its business. Alternatively, an organisation may publish a statement confirming that it has taken no such steps.

The MSA has long been criticised for imposing relatively limited reporting obligations on commercial organisations, and for lacking meaningful sanctions. The Bill would introduce the most significant changes to the UK’s corporate modern slavery framework since the enactment of the MSA over a decade ago.

Mandatory reporting under the Immigration and Asylum Bill 2026

Whilst the MSA identifies a number of topics that organisations may choose to address in their statements, it does not mandate the inclusion of particular information. Organisations are therefore free to determine the content of their statement, with brevity often the preferred approach.

The Immigration and Asylum Bill would significantly overhaul this position by introducing mandatory reporting requirements relating to the content of slavery and human trafficking statements. Under the draft proposals, organisations would be required to report on:

their structure, operations and supply chains
steps taken to identify, assess, and mitigate the risk of slavery and human trafficking in their business and supply chains, and where no such steps have been taken, the reasons for this
any policies relating to slavery and human trafficking and, where no such policies are in place, the reasons for this
any training made available to staff, and, where no such training has been provided, reasons as to why
due diligence which has been conducted and implemented in relation to modern slavery risks
any measures taken to assess the organisation’s effectiveness in ensuring that slavery and human trafficking is not taking place in its business and supply chains.

Financial penalties

Financial penalties under the updated regime will be determined under secondary legislation but would be capped at the higher of: (a) 1% of total turnover (for commercial organisations) or total budget (for public authorities), or (b) GBP 1 million. The updated regime would also extend to public authorities that meet certain financial thresholds (which will also be determined by way of secondary legislation).

Increased governance and accountability

In addition, organisations should prepare for:

a longstop statement publication deadline of six months after the end of their financial year
increased visibility at board level, with statements requiring governing body approval, as well as a personal declaration from the signatory that the statement is “accurate to the best of their knowledge and belief”.

Preparing for the proposed reforms

For organisations with established supplier due diligence, internal governance and training programmes, the proposed reforms may not require a radical overhaul of their existing processes. However, organisations that have thus far adopted a minimum-compliance approach to their reporting obligations should start to prepare now. Whilst the Bill is not yet law, the scale of the proposed reforms should not be underestimated. For example, an organisation that has not yet taken action in relation to any one of the mandatory reporting areas will be required to issue an explanation as to why, creating significant reputational risk and regulatory scrutiny for those demonstrating inaction.

Steps organisations can take now

Organisations may wish to review their supply chain operations and existing practices to ensure they have the information necessary to identify and appropriately mitigate modern slavery risks. Such review may include a deep dive into current risk-assessment processes when engaging new suppliers or renewing existing contracts. It may also include a thorough review of internal governance procedures, such as existing policies and training programmes, with a view to identifying areas where further controls may be required.

Organisations may also wish to check existing contracts for audit rights, as well as provisions requiring the supply of information. This will provide crucial visibility into the supply chain which can be used for risk-assessment purposes. Organisations that supply to the public sector should also be prepared for enhanced due diligence during any public procurement processes.

Key takeaways

The proposed reforms signal a shift from a largely transparency-focussed regime to one with a real emphasis on accountability. Organisations should use this time to review their current compliance frameworks and ensure that these can withstand any incoming enhanced obligations.

Further information

You can find further details on the Immigration and Asylum Bill here.

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-strategic-commercial-contracts

]]>

New Express Market route widens AIM’s appeal for overseas companies

Thu, 3 Sep 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:f9da5831-a5a4-43c3-a226-70f487d98b43/as/ART-US00094.avif?assetname=ART-US00094.jpg&originalImageWidth=1980&originalImageHeight=960

article | 6 min read

New Express Market route widens AIM’s appeal for overseas companies

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

The revised AIM Rules expand the pool of international issuers able to consider a more proportionate route to London’s growth market.

Published: 3 September 2026
Authors: Ed Nisbet

/content/dam/shoosmiths/lawyers/ed-nisbet/profile

/content/dam/shoosmiths/lawyers/nick-mccarthy/profile

false

/content/dam/shoosmiths/lawyers/oliver-pilkington/profile

/content/dam/shoosmiths/lawyers/andrew-millar/profile

false

style

single-column-text

AIM has long helped ambitious growth companies access capital, pursue acquisitions and accelerate growth. It has attracted companies from a wide range of jurisdictions and sectors, supported by an experienced investor base and adviser ecosystem familiar with the needs of growing businesses.

International companies have not, however, always found it straightforward to access AIM.

The former Designated Market route was intended to provide an accelerated route to admission for companies listed on select overseas markets where regulatory standards were deemed sufficiently high.

In practice, however, many international issuers and advisers did not view it as a genuinely streamlined path into London’s capital markets: the work involved was often only marginally less extensive than on a traditional IPO.

The challenge was not AIM’s underlying appeal, but whether the route into AIM was compelling for companies already subject to established public market regulation elsewhere.

That exposed the weakness of the old approach: an overseas company could have an established public market track record and a robust disclosure regime yet still fall outside the accelerated route because its market was not included within the prescribed Designated Market framework.

The new AIM Express Market route, introduced as part of the revised AIM Rules effective from 5 August 2026, seeks to address both criticisms.

First, it introduces a wider definition of an Express Market (in broad terms, any equity market that is regulated by a member of the International Organisation of Securities Commissions). Second, it introduces a more proportionate admission framework intended to recognise the regulatory scrutiny, disclosure history and public company experience that qualifying overseas issuers have already demonstrated elsewhere.

The significance of the reform therefore extends beyond a change in admission mechanics. AIM is seeking to create a more credible and internationally competitive route for established overseas companies that wish to access London’s capital markets without unnecessarily duplicating work already undertaken in their home market.

What has changed?

Issue

Previous Designated Market route

New AIM Express Market route

What this means for issuers

Eligible markets and applicants

Limited to issuers on a prescribed list of designated markets

Applies to qualifying applicants admitted to a broader category of Express Markets

More international issuers may be able to use an accelerated route, but eligibility remains rules-based

Admission documentation

Some documentation concessions were available

Documentation depends on the issuer’s market and the securities being admitted

Some applicants may avoid a separate AIM admission document; others may use a simplified one

Dual-market admissions

No dedicated framework for coordinated dual-market admissions

A dedicated dual-market applicant regime

Simultaneous overseas and AIM admissions become a more credible option

The practical effect is that the new regime asks a more commercially relevant question: has the company already demonstrated an appropriate public market track record on a market that meets the Express Market criteria?

Who can benefit from the AIM Express Market route?

For an applicant to meet the AIM Rules definition of ‘express applicant’, it must:

have been admitted to an Express Market for at least three years
have satisfied the relevant continuity of business and board requirements
have a minimum expected market capitalisation on AIM admission of £20 million
have published in English any relevant admission documentation and the disclosure required in its home jurisdiction.

The formal Schedule One process is also significantly shorter than under the standard admission route: three business days rather than 10 business days. However, companies still need to complete the necessary legal, financial and nominated adviser work required for admission.

Eligibility does not guarantee admission

Meeting the express applicant conditions does not create an entitlement to admission. Applicants must still appoint a nominated adviser, which remains responsible for assessing whether the applicant is appropriate for AIM and advising it on its obligations under the AIM Rules. The Exchange also retains discretion to refuse, delay or impose conditions on an admission where appropriate. The Express Market route should therefore be seen as a means of reducing unnecessary duplication for suitable applicants, not a form of automatic passporting onto AIM.

Will an express applicant need an AIM admission document?

Not necessarily. An express applicant will not be required to produce a separate AIM admission document where its securities are already admitted to an Express Market that is also a specified market under the FCA Handbook and the securities being admitted to AIM are of the same class.

Where those conditions are not met, the company may still qualify as an express applicant but will generally be required to prepare a simplified AIM admission document. As a result, the reforms extend beyond companies quoted on specified markets, but the amount of AIM-specific documentation required will depend on the applicant’s circumstances.

A new route for dual-market applicants

The reforms also introduce a separate dual-market applicant route.

This applies where an applicant:

ü is being admitted to AIM concurrently with admission to an Express Market

ü is publishing a document in connection with its admission to that Express Market

ü is undertaking an equity fundraise of at least £6 million, or the equivalent amount in another currency, as part of its initial public offer in connection with its admission to an Express Market.

The document published for the Express Market admission may serve as the applicant’s AIM admission document, provided it also includes the supplementary information required by Schedule Two, Part Two of the AIM Rules.

For an international business wishing to maintain a strong presence in its home or principal market while also accessing London investors, this creates a more credible framework for a coordinated dual-market IPO.

It allows the company to consider how two markets may support its capital-raising and strategic objectives, rather than necessarily treating the choice of listing venue as binary.

A dual-market strategy will still require careful planning. The company and its advisers will need to assess the compatibility of the relevant admission timetables, disclosure standards, accounting requirements, settlement arrangements and continuing obligations in each market.

Why AIM remains attractive

Against a backdrop of intense competition between global exchanges, the reforms are a reminder of what AIM continues to offer and why a more proportionate route to admission may matter for overseas companies.

Unlike many international exchanges, AIM has long been accustomed to supporting founder-led growth companies, acquisitive businesses and international issuers. For companies seeking access to public capital without necessarily moving into a framework designed primarily for the world’s largest listed groups, that combination remains distinctive.

Few growth markets can point to a comparable track record of capital formation, secondary fundraising activity and support for acquisitive growth companies. AIM has attracted businesses from a broad range of jurisdictions, sectors and stages of development while developing an investor and advisory community experienced in supporting smaller and growing public companies.

For international companies, those benefits may include:

access to UK and international growth investors
the potential to enhance the company’s profile beyond its domestic market
a platform for future equity fundraising
the ability to use publicly traded shares as acquisition consideration
a public market platform that may support wider financing opportunities
a potential liquidity mechanism for existing shareholders.

Which companies should be considering AIM?

The new route may be particularly attractive for:

international technology companies seeking access to specialist growth investors
healthcare and life sciences businesses pursuing international expansion
natural resources and energy companies seeking to broaden their investor base
founder-led businesses considering public capital as part of their next phase of growth
acquisitive companies seeking an additional form of transaction currency
companies planning simultaneous public offerings in London and another jurisdiction
established overseas-listed issuers seeking greater visibility with UK investors.

Not every company within these categories will be appropriate for AIM or benefit from dual admission. The decision should be based on the company’s objectives, investor proposition, expected trading liquidity, governance arrangements and the costs and obligations associated with maintaining quotations on more than one market.

Part of a wider package of reform

The Express Market route forms part of a broader package of changes intended to modernise AIM, including reforms that:

permit incorporation by reference within admission documents
replace the traditional working capital statement with more targeted financial disclosure
permit the use of UK GAAP and, potentially, equivalent accounting standards rather than requiring accounts to be reported under IFRS
support founder-led businesses through permitted special voting share structures
simplify various aspects of the admission process.

Taken together, these changes are intended to reduce unnecessary cost, complexity and duplication while retaining the nominated adviser-led model that has long distinguished AIM from other growth markets.

For further information regarding these reforms, please see our insight.

Time to revisit AIM?

The strategic message from the reforms is clear: AIM has widened the international audience with which it is prepared to engage and created a more proportionate admission framework for companies that have already established their credentials on another public market.

The reforms reduce unnecessary friction, but companies will still need to satisfy the AIM Rules, applicable securities laws and any relevant home-market obligations. For international companies that may previously have dismissed AIM as unavailable, overly complex or insufficiently differentiated from their existing listing, the revised AIM Rules provide a compelling reason to revisit that analysis.

Shoosmiths’ Public Markets team advises companies, investment banks, nominated advisers and other market participants across IPOs, secondary fundraisings, public M&A and ongoing listed company matters. We regularly support transactions involving international operations, cross-border shareholder bases and multi-jurisdictional execution. That cross-border experience is particularly valuable when assessing how AIM fits within an international company’s wider growth, financing and shareholder strategy.

For overseas listed and internationally ambitious companies, the reforms create a timely opportunity to revisit AIM as part of a broader capital markets strategy. We can help assess whether the new Express Market route is available, how it compares with other listing options and the practical steps needed to deliver an AIM admission or dual-market transaction.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Supreme Court upholds Right to Manage claim despite procedural breach

Fri, 28 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:a89f5c3c-25f5-4d79-b364-1a534629d790/as/ART-MJ00002.avif?assetname=ART-MJ00002.png&originalImageWidth=1980&originalImageHeight=960

alternative text

alternative text secondary

Article | 5 min read

Supreme Court upholds Right to Manage claim despite procedural breach

false

aiSummary

Summarise with AI

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Readers with an interest in leasehold management will be aware of the long-running dispute in Avon Freeholds Ltd v Cresta Court E RTM Co Ltd where a freeholder challenged the validity of an RTM notice on the basis of a procedural irregularity.

Published: 28 August 2026
Author: Laura Kent

/content/dam/shoosmiths/lawyers/laura-kent/profile

/content/dam/shoosmiths/lawyers/lucy-walsh/profile

false

style

single-column-text

We now have the final word from the Supreme Court, confirming that a Right to Manage company can give a valid claim notice even where it has failed to serve a Notice of Participation on all qualifying tenants.

Background

The facts of the case are simple. Avon, the freeholder of Cresta Court, granted Ms O’Connor a long lease of Flat 17 on 17 April 2020. As is not uncommon, it was some time before the new lease was registered with HM Land Registry – with the consequence that, during the registration gap, there was no express mention of the lease on the freehold title (although there were pending applications for registration against the title, which were not investigated).

In the meantime, the RTM company was formed to acquire the right to manage a self-contained part of Cresta Court – including Flat 17.

Under s.78(1) of the Commonhold and Leasehold Reform Act 2002 (CLRA), at least 14 days before giving a claim to acquire the right to manage, an RTM company must first give notice (a notice of invitation to participate or NIP) to each person who, at the time the notice is given:

(a) is the qualifying tenant (QT) of a flat contained in the premises,

but

(b) neither is nor has agreed to become a member of the RTM company.

The NIP enables QTs who are not already part of the RTM company to make an informed choice about whether to join in the acquisition of the right to manage the premises in which their flat is located. QTs do not need to respond to the NIP.

In this case, the RTM failed to give notice on Ms O’Connor, because it had no record of her interest. It then gave Avon notice of its claim to acquire the right to manage.

Section 79(2) of the Act states that:

“The claim notice may not be given unless each person required to be given a notice of invitation to participate has been given such a notice at least 14 days before.” [our emphasis]

There was some dispute in the lower courts as to whether, as an equitable tenant during the registration gap, Ms O’Connor was a qualifying tenant under s.75 CLRA. It was determined by the courts that she was and therefore entitled to receive an NIP.

The remaining question, decided differently in each court, was therefore: did the procedural failure by the RTM company to give a NIP to every qualifying tenant mean that the claim notice couldn’t be validly given?

1) The First-tier Tribunal decided that the claim could be validly given: because the RTM had no actual knowledge of the existence of Ms O’Connor’s lease, and had served NIPS on all other QTs.

2) The Upper Tribunal agreed: but on the basis that the claim was neither wholly valid nor wholly invalid, but voidable at the instance of the tenant. Here, Ms O’Connor had subsequently given her consent to become a member of the RTM, but after notice of the claim was given to Avon.

3) The COA decided that the claim notice was invalid: because it considered that the clear effect of s.79(2) CLRA was that a failure to give a NIP to all QTs meant the claim notice may not be given, and that such an interpretation didn’t give rise to any absurdity.

Supreme Court decision

The decision of the Supreme Court (SC), handed down yesterday, confirms that the RTM company’s failure to give Ms O’Connor a NIP did not invalidate its claim.

The SC was willing to take a more broadbrush approach, focussing on the interplay of the provisions of CLRA – an Act in which various other inaccuracies are expressly stated not to give rise to invalidity (for example incorrectly including persons who are not QTs).

The difference between the SC and COA decisions was the narrowness of their readings of s.79(2). The SC distinguished the obligation to give a NIP to all QTs (s.78(1)) from the separate obligation to leave 14 days before serving the claim in s.79(2).

The SC put particular weight on the overall purpose of the statutory scheme, noting that, if (as the COA held) the claim were a complete nullity for all purposes, the whole RTM process would fall down: the landlord would not be able to give a valid counter-notice because there was no valid claim, and the RTM company would not be able to invoke the FTT’s jurisdiction to resolve a dispute about its entitlement to acquire the right to manage – not least because entitlement must be shown at the ”relevant date”, which is the date that the claim notice is given.

Instead, following the UT decision, the Court relied on the Soneji principle: where there is no express statement of the consequences of a failure to comply with a statutory procedural requirement, the court must infer Parliament’s intentions.

On the facts of this case, the SC held that there was no basis for saying that the defaults in procedure caused Avon, Ms O’Connor or anyone else any prejudice. Maintaining a narrow interpretation would have enabled persons to defeat the transfer of the right to manage on strict procedural technicalities.

Comment

Interpretation of leasehold legislation is generally tilted in favour of qualifying tenants, in order to ensure that the process is just and fair towards what are often individuals seeking better management of the buildings in which their homes are located. Lord Briggs, giving the main judgment, describes invalidity as “taking a blunderbuss to a shooting gallery” [para 59], considering that giving discretion to the court whether to impose any sanction on minor procedural defaults would be more appropriate.

Limited importance was placed on the fact that Ms O’Connor later joined the RTM, but it is worth wondering whether there would have been a different decision if she had opposed or been neutral. As the SC decision notes however, the lateness of the addition of one member – or a decision by a member not to join – would do nothing to improve or weaken the RTM’s claim if the requisite number of QTs are in favour, as QTs have no statutory right to object.

For those of us at the front line, it also is worth noting Lord Briggs’s comments at para.35(v). It can be complicated to work out which parties are qualifying tenants, but limited weight was given to the “much ink [spilt] and time spent in advocacy” arguing over the ways in which one might determine the correct QTs. Whilst prospective applicants will still need to check the identity of relevant QTs before starting an RTM claim, the decision shows that a minor oversight is not fatal.

If you have any questions on right to manage claims, or residential leasehold management more widely, please contact Lucy Walsh, Legal Director.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-real-estate

]]>

The return of venture discipline: what deal terms reveal beneath the funding rebound

Fri, 28 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:ef49b33a-b9fd-47fd-a1fd-5114238aafcb/as/ART-US00137.avif?assetname=ART-US00137.jpg

article | 5 min read

The return of venture discipline

What deal terms reveal beneath the funding rebound

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

The UK venture market has entered a markedly different phase from the challenging conditions that characterised much of the period between 2022 and 2024. Funding activity has recovered, larger rounds are returning and investors continue to compete for the highest-quality opportunities, particularly in AI, DeepTech and other technology-led businesses capable of demonstrating genuine scale and market leadership. What is striking, however, is that improved market conditions have not resulted in a material softening of deal terms.

Published: 28 August 2026
Authors: Alistair Hammerton

/content/dam/shoosmiths/lawyers/alistair-hammerton/profile

/content/dam/shoosmiths/lawyers/michael-winter/profile

false

style

single-column-text

One of the defining features of the current market is the concentration of capital around a smaller number of businesses. Shoosmiths is seeing increased investor appetite for companies with proven execution, differentiated technology and a credible route to scale. Whilst funding conditions have improved, competition for capital remains highly selective, with the strongest AI-led businesses attracting a disproportionate share of investor attention. Yet despite this improving funding environment, Shoosmiths’ proprietary data shows little evidence that investors have relaxed their approach to founder alignment, governance or downside protection.

The result is a more mature venture market. Capital is available for strong businesses, but investors remain highly focused on how value is protected, how management teams are incentivised and how future liquidity can ultimately be achieved.

Market trends emerging from Shoosmiths' deal data

Technology, including AI, remains the largest sector across Shoosmiths’ dataset, accounting for 48% of all deals in 2026. However, the trend is more nuanced than a simple story of technology dominance. Technology represented 60% of all deals in 2024 and 56% in 2025, before reducing to 48% in 2026. The position differs significantly by deal size. Technology represents 67% of the £5m–£10m segment in 2026 but only 33% of transactions exceeding £10m. That suggests larger venture transactions in Shoosmiths’ dataset are drawing in a broader range of sector themes than earlier-stage rounds. However, that does not mean capital is becoming more evenly distributed. Shoosmiths continues to see strong investor appetite for AI, DeepTech and other technology-led businesses with clear routes to scale. Whilst interest in sectors such as energy, infrastructure, healthcare and advanced manufacturing is increasing, much of that activity is itself being driven by technology and AI-enabled innovation.

More interesting, however, are the trends emerging from deal terms.

Founder leaver provisions remain a standard feature of venture transactions. They appear in 83% of all deals in 2026 and in every £5m–£10m and £10m+ transaction in the dataset for that year. More revealing, however, is how those provisions are structured. Across all deals, two-category leaver frameworks have become the dominant approach, appearing in 67% of 2026 transactions. The same trend is even more pronounced in the £0–5m and £5m–£10m brackets, where two-category structures appear in 78% and 100% of deals respectively. By contrast, the £10m+ market shows greater sophistication, with three-category leaver structures appearing in 83% of deals in 2026.

The same emphasis on management commitment can be seen elsewhere in the data. In 40% of Shoosmiths’ ECVC transactions recorded so far in 2026, 100% of the relevant founder shareholding remained at risk if the founder ceased involvement with the business. Whilst lower than the 66% recorded in 2024, it nevertheless demonstrates that investors continue to treat long-term founder retention as a core investment consideration rather than a peripheral governance point

That distinction is significant. Smaller and mid-market transactions continue to favour relatively straightforward good leaver/bad leaver frameworks, whereas larger transactions increasingly adopt more nuanced approaches that distinguish between different circumstances of departure (at least partially) and seek to reward value built to date. As cheque sizes increase, investors appear more willing to tailor founder retention mechanics rather than rely on a single, binary outcome.

Exit control is another area where investor discipline remains clear. Across all deals, drag thresholds set at 50–59% increased from 44–45% between 2023 and 2025 to 61% in 2026. At the same time, investor consent rights remain highly prevalent, appearing in 83% of all deals in 2026 and in all £5m–£10m and £10m+ transactions within the dataset. Investors appear increasingly focused on ensuring that successful businesses have a practical route to liquidity whilst retaining an appropriate degree of control over when and how that liquidity event occurs. As businesses remain private for longer and shareholder bases become more complex, exit execution continues to be an important consideration in venture deal structuring.

Liquidation preferences remain prevalent across the market, with non-participating preferences representing the clear market standard for most of the period covered by the data. Across all deals, non-participating preferences accounted for 54% of transactions in 2023, rising to 57% in 2024 and 64% in 2025. The trend is even more pronounced in larger transactions, where non-participating preferences appeared in 86% of £10m+ deals in both 2024 and 2025.

The 2026 figures present a more mixed picture, although caution is required when drawing conclusions from a partial-year dataset. Participating preferences account for a higher proportion of the 2026 data than in previous years. However, the broader trend continues to point towards non-participating preferences as the prevailing market position, particularly in larger transactions..

Other terms reinforce the same theme. Vesting arrangements remain widespread, with the market continuing to converge around three- to four-year vesting periods. In 2026, 47% of all deals with vesting provisions used a 37–48 month period, with a further 33% adopting a 25–36 month period. Option pools also remain an important feature of venture transactions. Whilst the precise mechanics vary by deal size and stage, the underlying objective is consistent: ensuring management teams remain committed to long-term value creation and that businesses retain sufficient equity to attract future talent.

How this compares with the wider market

The trends visible in Shoosmiths’ data are consistent with what we are seeing more broadly across the venture ecosystem. Funding conditions have improved significantly, but much of that capital is flowing into a smaller number of higher-quality businesses with a strong AI bias. Investors continue to focus on companies with differentiated technology, strong execution and clear routes to scale, whilst larger and later-stage transactions are attracting increasing levels of international capital. The market's recovery has therefore been highly selective rather than broad-based.

That helps explain why deal terms continue to exhibit a high degree of discipline. Investors are prepared to commit capital, but they remain focused on governance, founder retention and liquidity. The data suggests that improving market sentiment has not materially reduced the importance of those issues. If anything, larger and more competitive financing rounds often involve more sophisticated alignment and control mechanisms than smaller transactions.

Another notable development is the growing focus on liquidity. As companies remain private for longer, investors, founders and employees are increasingly exploring structured liquidity opportunities alongside primary fundraising rounds, such as secondary transactions and the emergence of PISCES. That trend helps explain why issues such as drag rights, shareholder alignment and exit mechanics continue to feature prominently in venture transactions. The ability to secure an eventual liquidity event is becoming a more important consideration from the outset, particularly in larger and later-stage financings.

What happens next?

The next phase of the venture market is likely to be characterised by continued selectivity rather than indiscriminate growth. AI and DeepTech businesses will continue to attract significant investor attention, but strong companies operating in other sectors should also benefit from improving market conditions but only where they can demonstrate genuine differentiation and a credible path to scale.

For founders and management teams, the message is clear: governance, alignment and liquidity planning are no longer secondary considerations. Investors are paying close attention to founder retention mechanisms, exit rights and downside protection from the outset of a transaction. For investors, the challenge will be balancing that discipline against competition for the highest-quality opportunities.

The market has undoubtedly recovered. Shoosmiths' proprietary data suggests, however, that investors have not forgotten the lessons of the last few years. Capital is flowing again, particularly towards AI, DeepTech and other high-growth technology businesses. Shoosmiths' data suggests, however, that investors have not responded by relaxing the underlying mechanics of the deal. Founder retention, investor protection and exit execution remain central themes. The flow of capital may have changed, but discipline remains firmly embedded in venture deal terms.

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Shoosmiths advises on Labyrinth Laboratories strategic partnership

Thu, 27 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:096ddce2-8c41-41cd-879d-6d99929c19fa/as/NEWS-US00030.avif?assetname=NEWS-US00030.jpg&originalImageWidth=1980&originalImageHeight=960

Press release | 1 MIN READ

Shoosmiths advises on Labyrinth Laboratories strategic partnership

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has advised the management team of Labyrinth Laboratories Holding Limited (Labyrinth), one of the UK's leading dental laboratory groups, on a strategic partnership Ethos Partners LLP (Ethos). The transaction completed on 20 August 2026 and will support the next phase of growth for the business.

Published: 27 August 2026

/content/dam/shoosmiths/lawyers/david-meisel/profile

/content/dam/shoosmiths/lawyers/natalia-tombs/profile

false

style

single-column-text

Headquartered in Birmingham, Labyrinth is the fourth largest full-service dental laboratory in the UK, serving more than 2,000 dentists nationwide across the NHS and private sectors. The business has developed a strong reputation for quality, service and innovation, supported by its digitally enabled manufacturing platform and adoption of technologies including intraoral scanning, CAD/CAM and 3D printing.

The partnership will support the continued growth of the business, with founders Michael Coldicott, Kuldip Bhandal and Jeffrey Rabone continuing to lead the company and drive its strategic vision. Labyrinth will be chaired by Zak Smith, who joined the board in early 2025 to support the group’s growth strategy. Zak has previously scaled and been involved in the sale of two independent dental chains and brings deep sector experience, strategic insight and an extensive network to the business.

The Shoosmiths team was led by Partner David Meisel with support from Partner Alison Chivers, Legal Director Natalia Tombs, Senior Associate Hugh White and Associate Sarah Palmer.

David Meisel, Partner at Shoosmiths, said:

"It was a pleasure to support the management team on this important transaction. Labyrinth has built an impressive business with a strong reputation across the sector, and this partnership provides an exciting platform for future growth and innovation."

Zak Smith, Chair of Labyrinth Dental, said:

"We're delighted to be embarking on this next chapter with Ethos. We'd like to thank the Shoosmiths team for their support throughout the process, providing practical and commercial advice that helped us achieve a successful outcome."

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Shoosmiths advises AVK on £1bn Partners Group investment

Tue, 25 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:281ab0df-f5a6-466d-88ac-461c05ccbcc9/as/NEWS-US00027.avif?assetname=NEWS-US00027.jpg

Press release | 2 MIN READ

Shoosmiths advises AVK on £1bn Partners Group investment

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has advised the selling shareholders of AVK Power Solutions ("AVK”), one of Europe’s largest and fastest-growing suppliers of power solutions for data centres and AI infrastructure, on the sale of their shares to the Swiss based private equity house, Partners Group, who will acquire a majority stake in the business and intends to invest more than $1 billion of equity, backed by debt financing, to accelerate AVK’s expansion.

Published: 25 August 2026

/content/dam/shoosmiths/lawyers/stephen-porter/profile

/content/dam/shoosmiths/lawyers/claire-checketts/profile

false

style

single-column-text

Headquartered in the UK, AVK designs, installs and maintains power solutions for data centres, including back-up power generation, behind-the-meter energy infrastructure and modular electrical power units. The business has delivered more than 20,000 projects and installed approximately 3.5 GW of power to date, with operations spanning established and emerging data centre markets across Europe.

The investment will support AVK’s continued growth as demand for data centre infrastructure accelerates across Europe, including the development of the business into an infrastructure platform providing long-term Energy-as-a-Service solutions to data centre operators. AVK’s management team will retain a minority stake in the business.

Shoosmiths advised AVK on all aspects of the transaction. The team was led by Partners Stephen Porter and Claire Checketts, with support from Principal Associates Adam Frost and Sarah Mitchell, Senior Associate George Peyton, Associates Olivia Ashcroft and Sam Enderby, and Trainee Solicitor Maddie Fretwell. Partner Laura Gould advised on tax and Partner Stuart Lawrenson on employment matters.

Stephen Porter, Partner at Shoosmiths, commented: “We are delighted to have advised AVK’s shareholders on this key transaction. AVK has a strong position in a market that continues to see significant appetite for growth, and this investment will enable the business to meet this demand with new innovations. We look forward to seeing AVK continue to deliver the best outcomes for its clients and partners alongside Partners Group.”

Ben Pritchard, Chief Executive Officer of AVK, commented: “AVK’s new partnership with Partners Group and the addition of capital to our power solutions portfolio, is an exciting new chapter for the business, allowing us to turn speed-to-power from an ambition into action and for AVK to meet our customers exactly where the data centre sector and power market demands. We are grateful to the whole team at Shoosmiths for their dedication and support in helping deliver this transaction. Their expertise and calm, pragmatic and solutions-focused approach throughout, meant they proved to be trusted advisers to AVK from start to finish.”

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Shoosmiths bolsters digital regulation offering with new partner hire

Mon, 24 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:f690edb1-e213-470a-87b2-2775b1582015/as/NEWS-US00051.avif?assetname=NEWS-US00051.jpg

alternative text

alternative text secondary

Press release | 1 min read

Shoosmiths bolsters digital regulation offering with new partner hire

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths is pleased to announce the hire of Oscar Tang as a Partner, within the firm's Privacy & Data team, part of Shoosmiths’ market-leading Commercial Group. He will split his time between the firm’s London and Brussels offices.

Published: 24 August 2026

/content/dam/shoosmiths/lawyers/robin-webb/profile

false

style

single-column-text

Oscar strengthens the firm’s digital regulation capability and deepens its expertise across key sectors including Technology & AI. Oscar joins Shoosmiths from Clifford Chance, bringing over a decade of experience advising clients on digital regulation across safety and security regimes, from online safety and platform regulation under the Online Safety Act and Digital Services Act, to EU and UK cybersecurity regulation. His client base spans major global technology platforms, online brands, financial institutions and platforms, and media, aerospace and electronics businesses.

Oscar has particular strength leading on complex Big Tech mandates including investigations before the European Commission, Ofcom, and other technology and consumer regulators. He also has an established practice advising APAC and Chinese businesses. His addition enhances Shoosmiths' global capabilities and offerings across its key sectors, including Technology & AI, Financial Services and Consumer & Retail.

Robin Webb, Partner and head of Shoosmiths’ Commercial Group, said: “We’re thrilled to welcome Oscar to Shoosmiths. We’re seeing sustained and premium demand in areas like digital and platform regulation, cybersecurity and AI, and Oscar’s arrival deepens what we can offer our international clients. He has a remarkable track record advising leading technology companies and is consistently trusted to deliver on complex, global mandates on risk and regulation, a priority area for the firm as we continue to progress our 2030 growth strategy.”

Commenting on his appointment, Oscar said: “Most of the rules governing our online lives and digital platforms are being written as we speak. That work, whether in protecting online business or AI, needs lawyers who can read the technology as well as statute, and engage in the right policy conversations, globally. Shoosmiths is building for exactly that, and I am glad to be joining colleagues already doing the work here and across the Asia Pacific.”

Shoosmiths continues to see strong growth in London, adding 17 partners since April 2025, including AI and technology lawyer Sarah Reynolds and IP lawyer France Delord. The appointments of Corporate Partners Kurt Ma and Wei Wu will bring Shoosmiths to three ESEA partners supporting an expanding APAC presence and business. Also, the appointments bolster the firm’s capability to manage both national and international mandates across the firm’s core practices and key sectors.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-privacy-data-and-cybersecurity

]]>

Shoosmiths advises on strategic restructure of car park portfolio following NCP collapse

Thu, 20 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:fd6617c8-3ee2-438e-925a-db3e2ff475cf/as/Brand_Images_Places-(63).avif?assetname=Brand_Images_Places+%2863%29.jpg

Article | 2 min read

Shoosmiths advises on strategic car park portfolio restructure

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has advised Lysara on the restructure of its UK car park portfolio following the administration of National Car Parks Limited (NCP), delivering a complex, multi-disciplinary transaction involving 30 sites across the UK.

Published: 20 August 2026

/content/dam/shoosmiths/lawyers/nathan-rees/profile

/content/dam/shoosmiths/lawyers/chris-george/profile

false

/content/dam/shoosmiths/lawyers/kathryn-kinsey/profile

false

/content/dam/shoosmiths/lawyers/sammy-hacklett/profile

false

style

single-column-text

The properties were fully let to NCP prior to its administration. Working closely with Lysara, Shoosmiths supported the implementation of a new long-term operating strategy, including the grant of new leases to Q-Park across 20 sites and management agreements with Apex Parking for a further 10 locations.

The transaction supports Lysara's strategy to enhance the long-term performance of the portfolio through strengthened operational arrangements, investment in technology and infrastructure, and improved customer experience. It also creates flexibility for future initiatives, including the potential introduction of electric vehicle charging facilities.

The project involved expertise from across Shoosmiths' Real Estate, Commercial, Real Estate Litigation, Competition, Employment and Restructuring teams. The Shoosmiths team was led by client partner Nathan Rees, Chris George and Kathryn Kinsey, supported by colleagues from across the firm.

Nathan Rees, Partner at Shoosmiths, said:

"This was a complex transaction delivered against a challenging and evolving backdrop. By bringing together expertise from across the firm, we helped Lysara implement a long-term solution that supports its strategic objectives and positions the portfolio for future growth. The project demonstrates the value of an integrated approach, combining legal expertise, sector knowledge and technology to deliver complex transactions efficiently and at scale."

Scott Parsons, chief executive of Lysara, said:

“Shoosmiths combined commercial insight, innovative thinking and deep sector expertise to help us deliver a highly complex transaction. Their collaborative approach and seamless teamwork provided real value throughout the process, enabling us to achieve our objectives efficiently and with confidence. They proved a trusted partner at every stage.”

The transaction highlights Shoosmiths' ability to support clients through significant real estate, operational and restructuring-related projects, providing seamless advice across multiple practice areas to deliver strategic outcomes in complex market conditions.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-real-estate

]]>

Shoosmiths advises Livingbridge on Hg's investment in Nourish Care

Thu, 20 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:a82df754-3238-4861-849c-c2a8cc7864f1/as/NEWS-US00041.avif?assetname=NEWS-US00041.jpg

alternative text

alternative text secondary

Press release | 2 min read

Shoosmiths advises Livingbridge on Hg's investment in Nourish Care

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has advised Livingbridge and management on the sale of Nourish Care (“Nourish”) to private equity firm Hg, one of the world’s largest software and services investors. Shoosmiths also advised Livingbridge and management on their respective reinvestments into the business. The investment marks the beginning of the next chapter of growth for one of the UK’s most impactful care technology providers.

Published: 20 August 2026

/content/dam/shoosmiths/lawyers/daniel-shilvock/profile

false

style

single-column-text

The transaction represents a successful outcome for Livingbridge’s Enterprise 3 fund and will support Nourish in continuing the evolution of its products and services which improve customer experience, support front-line carers and enable the delivery of safer, high-quality care at scale. Livingbridge will retain a minority equity stake and continue to support the business alongside Hg.

Founded in 2011, Nourish supports care teams to plan, record and coordinate care with the person receiving support at the core of care delivery. Through its continued focus on innovation, the business has established itself as a trusted partner to many of the UK's leading care providers.

Partners Dan Shilvock, Holly Hirst and Senior Associate Alice Richmond led on the sale process and Livingbridge reinvestment, with further support from Partners Tim Nye and Elizabeth Ward. The advice in connection with the management reinvestment was led by Partner Kiran Dhesi and Senior Associates Nathan Turley and Molly Cullen. Advice was also provided by Associates Kamil Piekarski, Uzoma Udoyeh and Connor Ogdon.

Dan Shilvock, Partner at Shoosmiths, commented: “We are delighted to have advised on this significant transaction working with Livingbridge, Nuno and the Nourish team. Having supported Livingbridge on the initial investment in 2022, it has been exciting to watch the business become one of the UK’s leading care technology platforms. The commitment of Nuno and his team to improving care outcomes and Nourish’s mission of delivering better care for everyone have underpinned that growth, and we look forward to seeing the business continue its success alongside Hg with continued support from Livingbridge.”

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Shoosmiths advises shareholder of Phoenix ME on investment by H.I.G. Capital

Wed, 19 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:3047d8f7-995f-4d9d-b9e9-6545b3207ba1/as/NEWS-US00028.avif?assetname=NEWS-US00028.jpg

Press release | 1 MIN READ

Shoosmiths advises on Phoenix ME investment deal

Supporting the shareholder on H.I.G. Capital's investment

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has advised the shareholder of Phoenix ME Limited (“Phoenix ME”), a leading provider of integrated mechanical and electrical engineering system design, installation and commissioning services, on an investment by H.I.G. Capital, a global alternative assets investment firm.

Published: 19 August 2026

/content/dam/shoosmiths/lawyers/amit-nayyar/profile

/content/dam/shoosmiths/lawyers/claire-checketts/profile

false

style

single-column-text

Founded in 1931, Phoenix ME has developed a strong industry reputation among its core client base of data centre, life sciences and commercial end markets for its high quality and reliable service. The investment will support the acceleration of Phoenix ME’s growth strategy, strengthening its position in high-growth sectors like data centres and expanding its presence across the UK and Europe.

Shoosmiths advised on all legal aspects of the transaction, including Phoenix ME CEO Lee Compton’s reinvestment in the business. The team was led by Partner Amit Nayyar and supported by Partner Claire Checketts, Principal Associate Sarah Mitchell, Senior Associate Alice Richmond, Associate Jake Bowdler and Associate Georgia Edmondson. Tax support was provided by Partner Laura Board and Associate Thomas Wilkinson, and Senior Associate Charis Brown advised on employment matters.

Amit Nayyar, Partner at Shoosmiths, commented: “We’re pleased to have advised on the sale of Phoenix ME to H.I.G. Capital. The business has built a remarkable reputation for over 90 years and is well positioned to take the next steps in its growth journey. The acquisition reflects the continued investor appetite and desire for high-quality, specialist services businesses with a positive trajectory.”

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Consultation on the withholding tax regime: What you need to know

Tue, 18 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:a6f979f0-cc83-4087-a19b-ed7808bf676a/as/ART-US00010.avif?assetname=ART-US00010.jpg

alternative text

alternative text secondary

Article | 2 min read

Consultation on the withholding tax regime

What you need to know

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

The UK Government is consulting on the simplification of the UK withholding tax regime. One of the changes being mooted is a move towards a ‘self-assessment’ style system whereby UK borrowers assess whether the conditions for relief from UK withholding tax are met rather than applying for, and relying on, directions from HMRC to this effect.

Published: 16 August 2026
Author: Thomas Wilkinson & Laura Gould

/content/dam/shoosmiths/lawyers/laura-gould/profile

/content/dam/shoosmiths/lawyers/laura-board/profile

false

style

single-column-text

Background

The UK Government quietly launched a consultation in July 2026 regarding withholding tax on payments of interest made to overseas lenders. The aim of the consultation is to seek views on whether the administration of treaty relief from the UK’s withholding tax (WHT) regime could be simplified without resulting in a loss of tax.

The government acknowledges that the current system can be “costly and challenging to navigate”; we agree with this comment - in our experience, the current system can be complex, costly and time consuming.

The current system

At a high level, where treaty relief is considered to apply, a UK borrower is required to withhold tax at the basic rate (20%) from UK source yearly interest payments made to an overseas lender on account of that overseas lender’s UK tax liability unless HMRC provide directions that the borrower may make a payment to the overseas lender gross of UK WHT (subject to some exemptions).

In practical terms, where an overseas lender is ‘passported’ (i.e., it has a DTTP number), a borrower can submit a DTTP2 application to HMRC requesting directions that interest may be paid gross of UK WHT (or at a reduced rate depending on the terms of the double tax treaty between the UK and the jurisdiction of the relevant overseas lender). If the lender is not ‘passported’ but is nonetheless entitled to treaty relief in relation to interest payments it receives from a UK borrower, a standard double tax treaty application must be submitted to HMRC before interest can be paid to the overseas lender gross of UK WHT – it can take HMRC many months to process these applications.

Until HMRC issue directions to a borrower that it may pay interest to an overseas lender gross of UK WHT, the borrower is not entitled to make interest payments to an overseas lender without withholding tax at the basic rate, even if it is quite clear that the relevant conditions for treaty relief are met.

This can lead to increased costs for borrowers who are usually required to "gross up" the lender under facility agreements until a direction is received. Where treaty relief is sought, due to the length of time is takes to obtain a direction outside of the DTTP scheme, the first interest payment date may need to be pushed back to enable a borrower to make the payment free of withholding tax. Relying on alternative WHT exemptions may also need to be explored.

In other words, under the current system, HMRC acts as gatekeeper and their advance clearance is required before interest payments may be paid subject to treaty relief.

A move towards borrower ‘self-assessment’?

To simplify the regime, the consultation seeks views on, amongst other things, a move towards a ‘self-assessment’ style system. Under this system, a borrower would assess whether the conditions under the relevant double-tax treaty between the UK and the overseas lender’s jurisdiction are met and, assuming it considers the relevant conditions are met, the borrower could make the interest payment(s) gross of UK WHT to the overseas lender without directions from HMRC.

This would certainly represent simplification for HMRC as they would no longer be required to consider these applications and issue directions to borrowers in response to the same.

In some respects, this would also offer simplification for UK borrowers in that they would likewise no longer be required to deal with the administrative burden of submitting DTTP2 applications to HMRC. However, this would shift a different type of compliance burden onto borrowers as they would need to assess whether they consider, ahead of making an interest payment to an overseas lender, whether the relevant conditions for relief are met such that they can legitimately make these payments gross of UK WHT. If borrowers get that assessment wrong, HMRC could seek the underlying tax which should have been withheld as well as penalties and late payment interest from the borrower.

Additionally, since HMRC are keen to maintain effective reporting requirements “even where no UK tax is payable”, any move to a self-assessment style system would likely see additional reporting requirements for borrowers.

Concessionary treatment where things have gone wrong

As mentioned, HMRC ‘gatekeep’ the WHT regime and issue directions providing that borrowers can make interest payments to overseas lenders gross of UK WHT (or at a reduced rate) if they are satisfied that the necessary conditions for relief are met under the relevant double tax treaty between the UK and the overseas lender’s jurisdiction.

Up until recently, HMRC operated a concessionary treatment under which, where interest was paid to an overseas lender gross of UK WHT (or at a reduced rate) without the necessary directions from HMRC, but the conditions for relief under the relevant double tax treaty were met, HMRC would not seek to recover the underlying tax from the borrower and would instead seek to recover only late payment interest and penalties.

This felt like a fair and common-sense approach – after all, HMRC are not ultimately entitled to this tax as the overseas lender’s jurisdiction has taxing rights over the interest pursuant to the double tax treaty. The borrower simply failed to get the necessary directions in place ahead of making the interest payment gross (or at a reduced rate) to the overseas lender.

However, this concession is currently paused and is flagged as being not within scope of the consultation. That is not particularly surprising because if there was a move towards a self-assessment style system, there would be no need for the concessionary treatment.

Either a UK borrower:

correctly determines that full or partial treaty relief is available and makes the appropriate payment to the overseas lender; or
incorrectly determines that full or partial treaty relief is available and makes a payment to an overseas lender gross of withholding tax or at a reduced rate. Since this was incorrect and withholding tax was indeed due, the borrower is rightly liable for the UK WHT that should have been withheld – the concessionary treatment would not offer the borrower any forbearance in this scenario in any event.

Conclusion

We agree that the current system is complicated and ripe for simplification – a move towards a ‘self-assessment’ style regime therefore appears to be sensible and there is precedent for this in relation to royalties.

However, this will mean that borrowers will be required to take on the risk of assessing whether the conditions for relief from UK WHT are met – with potentially significant tax liability (as well as interest and penalties) if borrowers get that assessment wrong. Clearly, a borrower’s assessment of the UK WHT position can only be as robust as the information provided to it by the overseas lender in question – naturally, if a ‘self-assessment’ style regime is adopted, loan documentation will have to carefully consider how to allocate risk on this point between borrowers and overseas lenders.

HMRC are clearly nervous about the potential for a loss of tax arising from a simplification of the regime and are consulting on potential safeguards which can be put in place to ensure compliance. There is a delicate balancing act here – if the compliance requirements on borrowers are particularly onerous under any new regime, this will limit the extent to which the UK WHT regime has been simplified and risks swapping one type of administrative complexity for another.

The consultation closes on 7 September 2026 and HMRC's next steps will be watched with interest by banks, private equity sponsors, and multinational groups amongst others.

If you would like to discuss the potential impact of the consultation on your financing arrangements, please contact a member of the Shoosmiths tax team.

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-tax

]]>

Technology team contributes to Legal 500 Comparative Guides

Mon, 17 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:6afc8da5-4b16-41cc-a84d-ed9cee561555/as/NEWS-US00058.avif?assetname=NEWS-US00058.jpg

Press release | 2 MIN READ

Technology team contributes to Legal 500 Comparative Guides

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has authored the UK chapters of Legal 500’s AI and TMT Country Comparative Guides 2026, reflecting its work across AI, technology, telecommunications, cybersecurity and emerging technologies. The guides provide a pragmatic overview of the law and practice of technology law across a variety of jurisdictions.

Published: 17 August 2026

/content/dam/shoosmiths/lawyers/joe-stephenson/profile

/content/dam/shoosmiths/lawyers/stefanie-hughes/profile

false

style

single-column-text

Joe Stephenson, Partner, and Stefanie Hughes, Professional Support Lawyer, contributed to the Artificial Intelligence and Technology, Media & Telecommunications (TMT) guides, providing insight into the legal and regulatory developments shaping the UK technology landscape.

Artificial Intelligence Guide

The Artificial Intelligence Country Comparative Guide 2026 explores the UK's evolving approach to AI regulation, governance and adoption. The chapter themes cover:

the UK's AI strategy and implementation of the AI Opportunities Action Plan
transparency, explainability and disclosure obligations when deploying AI systems
human oversight and automated decision-making
liability for AI-related harm, including contractual liability, negligence and product liability considerations
intellectual property issues relating to AI-generated works and AI training data
workplace considerations, including algorithmic bias, employee monitoring and governance
privacy and data protection challenges associated with AI systems, including transparency, data minimisation, DPIAs and training datasets
the legal and regulatory implications of data scraping from both privacy and intellectual property perspectives

Read the AI Comparative Guide here: Legal 500: Artificial Intelligence Comparative Guide

Technology, Media & Telecommunications Guide

The Technology, Media & Telecommunications (TMT) Country Comparative Guide 2026 provides an overview of the legal and regulatory framework governing the UK technology sector. Topics covered include:

protection and ownership of software and technology-related intellectual property rights
legal and commercial considerations in software licensing, SaaS and cloud services arrangements
regulatory requirements affecting technology providers and regulated businesses, including operational resilience and outsourcing considerations
telecommunications regulation and cybersecurity obligations impacting UK networks and service providers
the UK's evolving data protection and cyber resilience landscape
artificial intelligence governance and the UK's principles-based regulatory approach
emerging regulation affecting blockchain and crypto assets, online platforms, search engines and social media services
new developments in areas such as spatial computing, quantum technologies and digital infrastructure

Read the TMT Comparative Guide here: Legal 500: TMT Comparative Guide

Continuing to shape the conversation

The guides reflect the firm’s commitment to providing practical, forward-looking legal insight to help clients address what matters now and prepare for what matters next across an increasingly complex technology, legal and regulatory environment.

Special thanks to Sarah Reynolds, Alex Kirkhope, Alice Wallbank, Claire Kershaw, Jo Tunnicliff and Nicky Jenkins for their contributions to the AI guide, and to Christian Cockcroft, Andrew Whalley, Nicky Jenkins, Liam Phillips, Matthew MacLachlan, Jo Tunnicliff, Felicity Forward, Sarah Reynolds, Manoj Peiris and Jon Smart for their input into the TMT guide.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-sectors/ddcc-technology-and-ai-perspectives

]]>

New AIM rules (August 2026)

Fri, 14 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:eb6c1e9a-2c91-42af-b419-9cd7a7ea3a8a/as/Detailed-perspective-(117).avif?assetname=Detailed+perspective+%28117%29.jpg

article | 7 min read

New AIM Rules (August 2026)

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

The London Stock Exchange has implemented significant reforms to the AIM Rules for Companies and the AIM Rules for Nominated Advisers (AIM Rules), following consultations earlier in 2026 (see our post on the previous consultation here). The majority of the reforms consulted on have been adopted and the reforms, which became effective on 5 August 2026, represent the most comprehensive changes to the AIM Rules since the AIM market was launched in 1995.

Published: 14 August 2026
Authors: Oliver Pilkington

/content/dam/shoosmiths/lawyers/oliver-pilkington/profile

/content/dam/shoosmiths/lawyers/nick-mccarthy/profile

false

/content/dam/shoosmiths/lawyers/andrew-millar/profile

/content/dam/shoosmiths/lawyers/ed-nisbet/profile

false

style

single-column-text

The changes reposition AIM following changes to the UK Listing Rules implemented in July 2024 which had rendered the rules applicable to AIM companies similar, and in some areas more stringent than, those applicable to Main Market companies. The changes are intended to reduce regulatory burdens, improve access to capital and make AIM more attractive to founder-led and growth companies. The key changes are summarised below.

1. Admission process simplified

Working capital statements abolished

The requirement for an admission document to contain a formal working capital statement has been removed. Instead, issuers must provide disclosure regarding their capital resources, financial commitments and obligations, the use of proceeds of any fundraising undertaken on admission, and expected funding requirements over the 12 months following admission. Responsibility for assessing the company's financial position remains with the company and its directors.

Incorporation by reference permitted

Admission documents may now incorporate publicly available information by reference, which should help to reduce document length and duplication. Hyperlinks to the relevant information must be included in the admission document and such information must remain publicly available for as long as the admission document itself is required to remain available under AIM Rule 26.

Accounting flexibility

AIM applicants incorporated in the UK or EEA may now prepare and present their accounts in either IFRS or local GAAP. This is intended to avoid the need for accounts to be restated under IFRS in connection with an AIM admission which can add significantly to transaction costs and affect timing.

2. Capital access windows

AIM companies conducting an equity fundraising or other transaction involving the issue of AIM securities may request a temporary suspension of trading referred to as a "capital access window". The purpose of the capital access window is to give issuers a controlled environment to manage negotiations, reduce execution risk, and prevent market volatility or price shifts from derailing capital raises.

The Exchange has deliberately avoided prescribing minimum or maximum periods and will consider requests on a case-by-case basis. Companies remain subject to UK Market Abuse Regulation (MAR) and AIM Rules obligations during the suspension period.

3. Transaction rules modernised

Reverse takeovers narrowed

A transaction will only constitute a reverse takeover if it results in a fundamental change to the company's business, board or voting control. Exceeding 100% under any of the class tests is no longer, of itself, determinative. Instead, the Exchange expects consultation where the transaction exceeds 100%, is not a fundamental change and shareholder approval is not being sought. Decisions will be made on a case-by-case basis.

Substantial transaction threshold increased

The threshold for a substantial transaction has increased from 10% to 25%, aligning AIM with the UK Listing Rules.

Related party transactions

Participation in a fundraising by directors or substantial shareholders will no longer constitute a related party transaction provided (i) they participate on the same terms as other investors and (ii) the price is set either by directors not participating in the fundraising or by agreement with investors who are not related parties.

The definition of related party has been expanded to include: (i) any company one or more of whose directors is also a director of the AIM company; and (ii) any person with a 10% interest (or more) in an AIM company's subsidiaries and/or assets.

Nominated advisers are no longer required to provide a "fair and reasonable" opinion on non-standard remuneration arrangements where they are satisfied reasonable commercial protections exist for the AIM company and such protections are disclosed. Guidance has been added on what constitutes ‘standard’ and ‘non-standard’ remuneration and provides that, where a nominated adviser is not satisfied that reasonable commercial protections are in place, shareholder approval of any non-standard remuneration should be sought.

4. Ongoing Developments

Rule 11, which previously required general disclosure of price sensitive information, has been replaced with a new ‘Ongoing Developments’ rule which makes it clear that the disclosure regime under the AIM Rules is not intended to conflict with the disclosure regime under MAR. The new Rule 11 specifies that an AIM company must have in place procedures enabling it to monitor and identify any changes that may have a material impact on its business, must keep its nominated adviser updated regarding any such changes and have due regard to the views of its nominated adviser when considering its disclosure obligations under MAR.

The guidance to Rule 11 states that, when providing any view regarding market impact, a nominated adviser is undertaking its obligations to the London Stock Exchange and its view should therefore be considered authoritative. The guidance also provides that, where a nominated adviser considers that a change or development is likely to have a market impact but the AIM company decides not to notify the information without delay (and there is no basis to delay under article 17(4) of MAR) the AIM company and/or its nominated adviser must notify the Exchange immediately and provide the rationale.

5. Special voting shares permitted

AIM will now permit special voting shares at admission, allowing founders, management teams and pre-IPO investors to retain enhanced control rights. Enhanced voting rights may not be exercised in relation to (i) remuneration, (ii) related party transactions involving the holders of such shares or (iii) cancellation of admission.

Special voting shares cannot be issued, nor can the rights attached to them be extended, at any time after admission. A holder of shares with special voting rights may not transfer such rights to a person who would not have qualified to receive them at admission.

Unlike many other markets (including the Main Market), the Exchange has not imposed any mandatory sunset provisions or time limits. An AIM company may reduce or withdraw such rights at any time following consultation with the Exchange.

6. Corporate governance

AIM companies are no longer required to adopt a recognised corporate governance code or disclose how they comply with such a code under the "comply or explain" model.

Instead, AIM Rule 26 now requires disclosure across the following prescribed governance areas: (i) board composition, (ii) director roles, responsibilities and functions, (iii) remuneration and performance, (iv) risk and controls framework and (v) investor relations. The intention is to provide investors with sufficient understanding of governance arrangements without forcing AIM companies to comply or explain non-compliance with a pre-existing code.

7. Express market admission route

The existing Designated Market route has been replaced by a broader ‘Express Market’ route. This is intended to provide for a quicker and less onerous and admission process for companies already listed on an Express Market (essentially any market overseen by a member of the International Organisation of Securities Commissions. Express Applicants must (i) have had its securities traded on an Express Market for at least 3 years, (ii) not had any fundamental changes to its board or business in the last 12 months, (iii) have a proposed market capitalisation on admission to AIM of at least £20 million, and (iv) have any relevant admission documentation and all disclosure required under the rules of its home market published in English.

If you wish to discuss this article, please contact the author or your usual Shoosmiths contact. We are here to answer any questions you may have.

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-corporate

]]>

Working Load Limit: can your supply contracts carry market forces?

Fri, 14 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:426154d8-e419-4a1b-a8f4-cd2bd8da1ee8/as/ART-kevin-jiner-Uyy22zQgS3w-unsplash.avif?assetname=ART-kevin-jiner-Uyy22zQgS3w-unsplash.jpg

article | 6 min read

Working Load Limit

Can your supply contracts carry market forces?

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

The consumer and retail sector has faced relentless strain in recent years. How can in house legal teams ensure supply chain contracts are both robust and flexible enough for their business to thrive in the current - and future - commercial landscape?

Published: 14 August 2026
Authors: Emma Carr

/content/dam/shoosmiths/lawyers/emma-carr/profile

/content/dam/shoosmiths/lawyers/simon-mcardle/profile

false

style

single-column-text

Over the past five years, few sectors have faced more relentless strain than consumer and retail. Inflation, geopolitical instability, supply chain disruption, cyber-attacks, tariff uncertainty and margin compression have become recurring features of the commercial landscape.

For many businesses, disruption is no longer the exception. It is the operating environment.

For in-house legal teams, that creates a dual challenge: ensuring contracts are prescriptive enough to allocate risk clearly, but flexible enough to allow the parties to adapt to changing market forces.

Those challenges often require different legal perspectives.

In this article, Simon McArdle, a Partner in the Commercial team and co-head of the Consumer and Retail Sector considers what effective supply contracts should achieve, while Emma Carr, a Partner in the Commercial Litigation team, examines how those contracts are tested when commercial relationships come under pressure. Together, they look at some of the contractual provisions that matter most, not just when a deal is negotiated but also when it is put to the test.

Simon: “The best supply agreements aren’t designed to predict every possible disruption; they’re designed to give businesses a practical framework for managing change without renegotiating the relationship every time market conditions shift”

1. Price review clauses: Certainty and flexibility

What the contract should achieve

In a volatile market, pricing mechanisms need to do more than just state the price. They should establish a clear process for dealing with increases in raw materials, freights, energy, tariff or currency costs, identifying what can trigger a review and how negotiations will be conducted if agreement cannot be reached.

When commercial pressure tests the contract

Many disputes do not begin with a refusal to perform. They begin with suppliers issuing revised invoices, seeking temporary surcharges or asking customers to absorb part of an unexpected increase in costs.

Commercial teams quite rightly focus on keeping product moving. Temporary arrangements are agreed, payment terms are relaced and pricing concessions made.

Those decisions are often commercially sensible. The difficulty however is that unless they are carefully documented, they may later become the subject of disputes about contractual variation, waiver or estoppel.

Emma: “The difficult cases are rarely those where the contract has been followed, they’re the ones where sensible commercial decisions were made under pressure, but nobody stopped to consider how those decisions might be interpreted if the relationship later broke down”

Risk management

Commercial concessions may often be the right answer, however the risk is allowing them to evolve without recording exactly what has been agreed and on what basis. Temporary pricing arrangements should identify their duration, who approved them and whether both parties intend to preserve their underlying rights.

2. Force majeure: The clause is only the starting point

What the contract should achieve

Force majeure provisions should identify the relevant events, prescribe notice requirements, allocate responsibility for mitigation and explain what happens if disruption continues beyond a specified period. Under English law, force majeure is contractual rather than statutory; the wording therefore matters.

When commercial pressure tests the contract

Whether disruption falls within the clause is only the beginning. The debate quickly mores to whether notice was given on time, whether reasonable mitigation steps were taken and whether performance was genuinely prevented, rather than simply made more difficult or expensive.

These issues are often determined as much by contemporaneous evidence as the wording of the clause itself.

Risk management

Operational teams should be primed to anticipate when legal input is needed. A missed notice or poor record of mitigation can undermine an otherwise strong contractual position before any formal dispute has begun.

3. Termination rights: Commercial urgency and legal entitlement

What the contract should achieve

Termination provisions should distinguish clearly between material breach, persistent breach, insolvency and termination for convenience, while setting out the procedural steps required before the agreement can be brought to an end.

When commercial pressure tests the contract

When a supplier cannot perform, procurement teams understandably want certainty and alternative supply. The legal risk is different. Some of the most protracted disputes arise because a party terminates before the contractual or common law right to do so has arisen.

Emma: “Some of the most expensive supply chain disputes we see aren’t caused by the original breach. They’re caused by the otherwise innocent party terminating before it was legally entitled to do so”

Risk management

Before issuing a termination notice, ask whether the business is exercising a specific contractual right or simply reacting to commercial frustration. The distinction may well determine who ultimately becomes claimant and who becomes defendant (or receives a counterclaim).

4. Limitation of liability: Understanding the real value of the dispute

What the contract should achieve

Liability caps and exclusions should reflect the commercial allocation of risk agreed by the parties and should be tested against realistic disruption scenarios, not just negotiated in the abstract.

When commercial pressure tests the contract

The question is often not whether there has been a breach but whether the losses that matter commercially are recoverable (either at all, or up to a capped amount).

Emergency procurement costs, production downtime, retailer penalties and lost profits may all arise from the same disruption. Whether they can be recovered depends on the contractual allocation of risk. That in turn will shape litigation strategy, settlement discussions and the commercial value of the claim.

Risk management

Review limitation and exclusion clauses at an early stage, considering how they would be interpreted by the Courts if tested, how they operate in practice, and whether statutory restrictions¹ might be engaged. These clauses often – assuming they are enforceable - determine the commercial value of pursuing a claim long before proceedings are contemplated.

5. Change control: Today’s solution can become tomorrow’s dispute

What the contract should achieve

Supply agreements should contain clear, practical mechanisms for agreeing changes to specifications, delivery schedules, volumes or substitution arrangements as commercial circumstances evolve.

When commercial pressure tests the contract

Periods of disruption often require pragmatic solutions. Alternative products are supplied, delivery schedules change and operational teams reach sensible commercial compromises.

Problems arise where those changes are never formally documented. Once relationships deteriorate, parties may fundamentally disagree about which version of the agreement governs their obligations.

Risk management

Ask a simple question. If this relationship ended tomorrow, could someone unfamiliar with it understand why the parties have departed from the contract? If not, document the current position and how the parties got there.

6. Notice provisions: Small details with significant consequences

What the contract should achieve

Notice provisions create certainty around price reviews, claims, termination and force majeure.

When commercial pressure tests the contract

Notice provisions are often the easiest contractual requirements to overlook. However, failure to adhere to their terms can scupper the execution of an otherwise legally and commercially sound response to a challenging situation.

By the time lawyers become involved, opportunities to preserve important contractual rights may already have been lost.

Risk management

Ensure procurement and operational teams know which contractual issues require immediate legal escalation.

7. Evidence: The contract is only half of the story

What the contract should achieve

Well-drafted contracts remain essential, but disputes are rarely won on contractual wording alone.

When commercial pressure tests the contract

Internal emails explaining why a commercial decision was taken, records of mitigation supplier performance data and correspondence with customers frequently become the documents that determine the outcome of a dispute.

Emma: “By the time external lawyers are instructed, the most important evidence has usually already been created, the question is whether it has been preserved and whether the business’s communications support the position it ultimately wants to take.”

Risk management

Document presentation should begin when a significant contractual issue emerges, not just when proceedings are threatened. Encourage disciplined communications and involving legal early enough to preserve privilege where appropriate.

Looking ahead

Supply chain disruption is unlikely to disappear. Whether driven by geopolitical events, energy market turbulence, cyber incidents or continuing economic uncertainty, commercial pressure will continue to test long-term contractual relationships.

For in-house legal teams, effective risk management therefore has two stages.

The first is ensuring that contracts allocate foreseeable risks clearly and provide practical mechanisms for managing change.

The second is equipping operational teams to recognise when a commercial issue is becoming a legal one. At that point, the quality of the business’s response often becomes just as important as the quality of the drafting.

As Simon observes:

“A good contract gives the business options when circumstances change”

Emma’s experience is that what happens next is equally important: “It is rarely the wording of the contract alone that determines the outcome of a dispute. More often, it’s how the parties exercised those contractual options once the relationship came under pressure”

For in house legal teams, that is where commercial drafting and dispute management meet. The objective is not simply to have a well drafted contract, but to ensure that when commercial reality requires the business to depart from it, those departures are managed in a way that preserves both the commercial relationship and the business’s legal position.

¹ In particular the Unfair Contract Terms Act 1977

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-sectors/ddcc-consumer-and-retail-perspectives

]]>

Payment Innovators Network podcast by Shoosmiths: Ep1 with Richard Ambrose

Thu, 13 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:8da477fe-165f-489a-a38e-8ff615c09233/as/ART-u2114277519_Interesting_angles_and_close-up_views_enable_the__872bce52-bc8c-45f3-84a5-47a5cf85f8d2_0.avif?assetname=ART-u2114277519_Interesting_angles_and_close-up_views_enable_the__872bce52-bc8c-45f3-84a5-47a5cf85f8d2_0.jpg

alternative text

alternative text secondary

Podcast | 18 min listen

Payment Innovators Network podcast by Shoosmiths

Episode 1 with Richard Ambrose

false

aiSummary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Rich Ambrose CEO of Wealthify is our guest on the Payment Innovators Network Podcast. Richard shares his background in the payments industry and his journey from eBay to Wealthify.

Published: 13 August 2026
Author: Thomas Brown & Richard Ambrose, CEO, Wealthify

/content/dam/shoosmiths/lawyers/thomas-brown/profile

style

single-column-text

https://www.podbean.com/ep/pb-3igg4-1b357ae

false

https://youtu.be/DAGBUDSxglY

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-sectors/ddcc-technology-and-ai-perspectives

]]>

The impact of employment reform on workforce planning

Wed, 12 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:e4adb3e1-3b7c-4143-9b6e-d8a173fb7eae/as/ART-declan-sun-bznK51HkoJ0-unsplash.avif?assetname=ART-declan-sun-bznK51HkoJ0-unsplash.jpg

article | 4 min read

The impact of employment reform on workforce planning

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Our fourth article in association with the CIPD, Future-focused HR, discusses workforce planning and forecasting, exploring why this is more important than ever. Here, we consider the legal risks when workforce planning goes awry.

Published: 12 August 2026
Authors: Antonia Blackwell

/content/dam/shoosmiths/lawyers/antonia-blackwell/profile

/content/dam/shoosmiths/lawyers/mollie-wilkinson/profile

false

style

single-column-text

What is workforce planning?

Workforce planning is a critical tool for ensuring businesses have the right skills, in the right roles, at the right time, while minimising legal and employee relations risks. As organisations navigate technological advances, changing market demands and significant employment law reforms, workforce planning is critical to business success.

The consequences of failing to workforce plan

Where employers focus solely on filling current vacancies without considering the skills their organisation will need in the future, they increase the risk of recruiting individuals whose qualifications, experience or capabilities are not aligned with the evolving demands of both the business and the individual role.

If business requirements change and the employee lacks the skills needed to adapt, inevitably capability concerns will arise, leading employers into lengthy performance management processes. In some cases, these processes can successfully support an employee to improve. In others, they result in dismissal where the required standards cannot be achieved. Either outcome can be time-consuming and disruptive for both the organisation and the individual concerned.

Employees who are placed on performance improvement plans may experience increased stress and anxiety, particularly where they feel they were recruited into a role without adequate support or training. This, in turn, can give rise to an increase in grievances if an employee believes they are being treated unfairly or inconsistently. Over time, this can contribute to declining engagement, lower morale and increased employee challenges across the organisation.

The legal risks associated with these situations are likely to become more significant. From January 2027, employees will gain protection from unfair dismissal after only six months' service. This means employers will need to be able to demonstrate not only a potentially fair reason for dismissal, but also that a fair and reasonable process has been followed in respect of any dismissals once six months’ service is reached. With employees potentially obtaining unfair dismissal protection much earlier in their employment, employers may find themselves undertaking extensive and costly processes to address issues that could have been reduced or avoided through more effective workforce forecasting at the outset.

Why is workforce planning so important now?

At the same time, businesses are operating in an environment where workforce requirements continue to change at an unprecedented pace. New technology, shifting customer expectations and evolving business models mean that some roles are transforming rapidly, while others may become less relevant or disappear altogether.

Where roles are no longer required, employers may need to undertake redundancy exercises. Equally, where roles continue to exist, but their responsibilities evolve, changes to terms and conditions of employment, policies or working arrangements may become necessary. Both scenarios involve legal obligations and can present employee relations challenges if not approached carefully.

This is particularly relevant given the employment law reforms that employers will be navigating over the next few months. Changes due to come into force under the Employment Rights Act 2025 will significantly restrict the circumstances in which employers can rely on so-called "fire and rehire" practices where employees do not agree to contractual changes. As a result, organisations will need to engage in more meaningful consultation and explore alternatives well before workforce changes become urgent. Early planning provides employers with flexibility and time needed to identify potential issues and engage constructively with employees. The hope is that change can then be implemented with the agreement of all concerned.

Similarly, reforms expected in 2027 will broaden the circumstances in which collective consultation obligations arise during redundancy exercises. Employers proposing 20 or more redundancies either at one establishment or redundancies, at a level yet to be confirmed, across multiple sites, within a 90-day period may be required to undertake collective consultation with trade unions or employee representatives. This change will mean that collective consultation is likely to be triggered more frequently than under the current law. Employers who understand their future workforce requirements well in advance will be better positioned to identify when these obligations may arise and if so, ensure legal compliance.

What role can regular training and development play in workforce planning?

Effective workforce planning is also about investing in the workforce that already exists.

The growing use of artificial intelligence provides a clear example. Many organisations are introducing AI-driven tools to improve efficiency and support decision-making. Yet successful implementation requires more than simply deploying new technology. Employees need training to understand how these systems interact with their roles, how to use them effectively and how to recognise and manage associated risks. Businesses that proactively identify future capability requirements can develop training programmes that equip employees to adapt to technological change rather than be left behind by it.

Key recommendations

identify future skills requirements and build these into current recruitment processes as well as training programmes
ensure employees are supported and given regular feedback, particularly during the first few months of employment and address any concerns early on
plan for any organisational design changes early and factor in changing legal requirements

Conclusion

By forecasting future capability requirements, businesses can make more informed decisions about recruitment, training, restructuring and organisational changes. This enables businesses to respond to changing circumstances in a strategic way, rather than reacting under pressure once problems have emerged.

For more insights from the CIPD’s Future focused thought leadership series supported by Shoosmiths, sign up here: Future-focused HR

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-people-and-reward

]]>

Court of Appeal considers case management of ‘omnibus’ claims

Tue, 11 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:00aabb8c-fefc-43c7-baae-c269d678883f/as/ART-u2114277519_Interesting_angles_and_close-up_views_enable_the__0c8efd9f-fe31-4a4e-a67b-cecd18440362_3.avif?assetname=ART-u2114277519_Interesting_angles_and_close-up_views_enable_the__0c8efd9f-fe31-4a4e-a67b-cecd18440362_3.jpg

article | 6 min read

Court of Appeal considers case management of ‘omnibus’ claims

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Judgment holds that c5,000 motor finance claims against various defendants meet the 'convenience' test in CPR r.7.3.

Published: 11 August 2026
Authors: Mahesh Vara & Claire Kershaw

/content/dam/shoosmiths/lawyers/mahesh-vara/profile

/content/dam/shoosmiths/lawyers/claire-kershaw/profile

false

style

single-column-text

The Court of Appeal has dismissed an appeal by various lender Defendants against a High Court decision permitting c5,000 motor finance claims to proceed by way of multi-party ‘omnibus’ claim forms. While this is a case management decision specific to its facts, it will nonetheless be of interest to parties engaged in similar disputes.

Background

The Claimants all purchased motor vehicles with the assistance of finance provided by the Defendants. The Claimants claim repayment of monies paid by them under relevant credit agreements on the basis they gave rise to an unfair relationship within the meaning of s.140A of the Consumer Credit Act 1974 (the Act) due to alleged undisclosed commissions paid by the Defendants to the relevant car dealers.

The claims were issued in the County Court in 2022 by way of 8 Claim Forms, grouping the claims against each of the Defendants. Generic Particulars of Claim were served pleading the overarching allegation that the Defendants’ failure to disclose commission agreements between them and the car dealers was a breach of the Financial Conduct Authority’s Consumer Credit Sourcebook and meant that every relationship between the Claimants and Defendants was unfair.

The Defendants sought to disaggregate the claims, arguing that determination of an unfair relationship was entirely fact specific.

At first instance the County Court agreed, finding that the convenience test under CPR r.7.3 had not been met. Following the Divisional Court’s judgment in Abbott¹, the circuit judge concluded he was not satisfied that “there were common issues of sufficient significance that their determination would constitute real progress towards the final determination of each claim in a set of claims”.

The Claimants appealed. However, before the appeal hearing had taken place, the Court of Appeal handed down judgment in Morris² an unrelated professional negligence case in which the use of an omnibus claim form was also being challenged. In Morris, the Court of Appeal concluded the test set out in Abbott was too restrictive. While the factors identified in Abbott may be relevant to the question of convenience under r.7.3, they should not operate as exclusionary rules. What is ‘convenient’ is a matter for the Court’s discretion according to the facts of the case.

Morris was plainly going to influence the High Court’s approach in these the present proceedings, and so it did. The High Court judge essentially concluded that, since Abbott had been overturned by Morris, the approach taken by the circuit judge could not stand, and that he was entitled to re-exercise his discretion on the question of convenience. He identified³ 9 separate factors to consider, and on analysis found that the vast majority supported the convenience test having been met. He therefore allowed the appeal and gave directions for the Defendants to serve generic Defences, and to provide certain disclosure.

The Defendants sought permission to appeal on 4 grounds. Permission was granted on the fourth only, namely (in short) that the Judge had failed to re-exercise the discretion properly.

Court of Appeal decision

The Court of Appeal (unanimously) dismissed the appeal.

The judgment addresses 5 different aspects of the Judge’s exercise of discretion. The key points can be summarised as follows:

Unfairness

there was some criticism of the Judge’s approach insofar as he identified, as part of the common issues exercise, cases where (in his view) there was “a very clear case of unfairness”. This went against numerous authorities, including Johnson⁴, establishing that unfairness is an entirely fact-specific inquiry. This point did not, however, go to the heart of the Judge’s judgment.

Common issues

the Court reaffirmed that “[c]ommonality of issue is different to whether the result of an issue will be binding on everyone”. Claims which are very similar in nature are likely to give rise to common issues of law and fact, even if they require separate evaluation “in the final act”.
while the Court was sceptical as to the utility of the two “broad common issues” identified by the Judge, it could not say that he was wrong, in the exercise of his discretion, to conclude that there were some common issues and that that was relevant to the question of convenience.

Lead cases

the Court rejected the submission that it wasn’t enough for results in lead cases to be persuasive - as opposed to binding - to point towards convenience. The Court considered that even where claims are fact-sensitive, it would be surprisingly uncommercial and contrary to common sense not to extrapolate the results as part of considering remaining claims.
the Court agreed with the Judge that trial of lead cases would plainly be a sensible step and a “clear pointer” towards convenience. Disclosure of the brokerage agreements, as ordered by the Judge, would assist in identifying lead cases through the usual method.

Remedy

the Court rejected the criticism that the Judge had failed to consider remedy in his reasoning, observing that questions of remedy always turn on the individual facts of each case, but this was “manifestly not a reason to find that the convenience test under r.7.3 had not been made out”.

The case management directions

while the Court was doubtful that the provision of generic Defences would particularly progress matters, it could not say that the Judge was wrong to require them; it was consistent with the view he had formed about common issues and it would be more cost effective than pleading +5,000 Defences individually
as for the disclosure required from the Defendants, the Court recognised the burden this placed on them, but noted it was an inevitable part of responding to these claims (however formulated), rather than a function of the Judge’s order. The documents were necessary for the inquiry into unfairness which the Defendants urged be undertaken

Key takeaways

Due to the limited scope of the appeal (on one ground only, against a case management decision), “the result cannot easily be extrapolated into setting out any new or wider principles to be followed” in other cases on the question of convenience.

It can nonetheless be added to the growing list of authorities (going in various directions) from which parties on all sides may seek to draw analogies and/or distinctions as against their facts. It clearly illustrates the generous ambit of the courts’ discretion in relation to case management and confirms, subject to any contrary finding by the Supreme Court, that even cases involving highly fact-sensitive matters such as the assessment of unfairness under the 1974 Act are not inherently unsuitable for omnibus proceedings.

The Court did however note that the effect on court resources is relevant to the question of convenience and suggested data including lost fee revenue be compiled by HMCTS. It also gave a clear nod to the Civil Procedure Rules Committee to revisit its post-Morris decision⁵ that no amendment of either r.7.3 or r.19.1 was needed. This may potentially form part of a wider review of Part 19 which the CPRC has previously indicated would be added to its future work programme. It is also worth noting the Law Commission’s consideration of a potential new consumer class actions regime.

One thing is for certain: potential parties to large group claims should expect plenty of further developments as to how such claims should be managed.

¹ Abbott v Ministry of Defence [2022] EWHC 1807 (KB)
² Morris & Others v Williams & Co Solicitors [2024] EWCA Civ 376
³ At paragraph 89
⁴ Hopcraft and another v Close Brothers Ltd; Johnson v FirstRand Bank Ltd (London Branch) (t/a MotoNovo Finance); Wrench v FirstRand Bank Ltd; (London Branch) (t/a MotoNovo Finance) (Rev1) [2025] UKSC 33 (01 August 2025)
⁵ Recorded in the minutes of its meeting on 5 July 2024

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-disputes-risk-and-compliance/ddcc-dispute-resolution-and-litigation

]]>

Shein v Temu: Testing the limits of marketplace liability

Tue, 11 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:937e33ee-364d-4733-b51e-7defccc9a219/as/ecommerce.avif?assetname=ecommerce.jpg&originalImageWidth=1980&originalImageHeight=960

Brand interchange | 5 min read

Shein v Temu: Testing the limits of marketplace liability

The ongoing commercial rivalry between fast-fashion giants Shein and Temu has evolved into one of the most significant intellectual property disputes in the e-commerce sector

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Decision: Roadget Business v Whaleco
Court: High Court (Intellectual Property List)
Judge: Mrs Justice Bacon
Citation: [2026] EWHC 2165 (Ch)
Decision: Here
Key issues: Marketplace liability

Published: 26 August 2026
Authors: Nichola Jenkins

/content/dam/shoosmiths/lawyers/nicky-jenkins/profile

/content/dam/shoosmiths/lawyers/claudine-sheers/profile

false

style

single-column-text

Introduction

The ongoing commercial rivalry between fast-fashion giants Shein and Temu has evolved into one of the most significant intellectual property disputes in the e-commerce sector. While both businesses having built enormous global success through low-cost, digitally driven retail models, their recent litigation raises broader questions about copyright ownership, platform liability and the legal responsibilities of online marketplaces.

In August 2026, the English High Court handed Temu a notable victory in proceedings brought by Shein concerning the alleged unauthorised use of thousands of product photographs that appeared on Temu's platform. Shein argued that Temu had infringed its copyright "on an industrial scale" by allowing third-party merchants to use Shein's product images to market competing products. The court rejected Shein's claims and held that, even if copyright infringement had occurred, Temu would not have been liable in the circumstances. A parallel competition (counter-) claim, in which Temu has alleged that Shein forced suppliers into anti-competitive agreements, is also extant, with trial listed for March 2027.

At first glance, the dispute may appear to be a conventional copyright case. However, the judgment highlights several issues that are increasingly relevant to businesses operating digital marketplaces and platform-based business models.

Background

The claim dates back to 2023, with Shein sending a letter of claim alleging infringement of 8,036 Temu product listings. It subsequently applied for interim injunctions, which were granted in September 2023 and September 2024, both supported with cross-undertakings in damages from Shein. In response to the interim injunctions, Temu removed the notified product listings. The claim went to trial in May 2026, with judgment being handed down in August 2026.

Copyright ownership still matters

One of the noteworthy features of the case was the court's scrutiny of copyright ownership. Shein faced difficulties establishing that it owned all of the rights it sought to enforce at the relevant time. In relation to certain photographs, ownership and licensing arrangements within the Shein corporate group became a key issue. As a result, by trial, Shein had abandoned its claims in respect of all agency works and the majority of supplier works, leaving five trial sample works: four employee works and one supplier work.

The lesson for businesses is straightforward but often overlooked. Effective IP enforcement begins with clear documentary evidence of ownership. Companies that commission content from photographers, agencies, contractors or affiliated group companies should ensure that copyright assignments and licences are properly documented and regularly reviewed. In large, international organisations, gaps in ownership records can undermine even the strongest infringement claims.

Allegations

Of the remaining images, Shein alleged infringement under sections 17 (direct copying), 20 (communication of a copy to the public) and 23 (possessing and distributing a copy which the defendant knows to be an infringement) of the Copyright, Designs & Patents Act 1988.

Jurisdiction in a borderless digital economy

The allegations exposed the continuing tension between territorial intellectual property rights and global digital infrastructure.

Under section 17, Shein originally argued that Temu reproduced its photographs, but that aspect of the claim was not pursued because the relevant servers were located outside the UK. Shein therefore pivoted, arguing that there was infringement because Temu authorised users of Temu’s UK website to reproduce the photographs on the user’s web-browser. To this, the Court held that Temu had not authorised the reproduction and had a defence under section 28A. The latter explains that copyright is not infringed by the making of a temporary copy which is transient or incidental, which is an integral and essential part of a technological process and the sole purpose of which is to enable a transmission of the work in a network between third parties by an intermediary and which had no independent economic significance.

As to section 20, this failed because providing the means for users to upload and access content was insufficient to amount to communication. Rather, a deliberate intervention with full knowledge of the consequences was required, which the court held that Temu lacked. Section 23 also failed because Temu removed the listings before acquiring the requisite knowledge.

The issue of jurisdiction is increasingly important for businesses whose content is distributed globally. Copyright remains fundamentally territorial, yet online platforms frequently host, process and deliver content through infrastructure spanning multiple countries. The outcome demonstrates how the location of servers, data processing activities and platform architecture can materially affect enforcement strategies.

The growing importance of marketplace defences

Perhaps the most significant aspect of the judgment is its treatment of intermediary liability.

The court found that Temu acted principally as a marketplace hosting content uploaded by independent merchants. Mrs Justice Bacon concluded that Temu prohibited infringing uploads, did not authorise infringement and lacked the necessary knowledge of the alleged infringements. As a result, Temu could potentially rely on the so-called "hosting defence" available to intermediaries.

This finding is likely to be welcomed by operators of online marketplaces, app stores and other digital platforms that rely upon third-party content. It reinforces the principle that platforms will not automatically become liable for infringing material merely because it appears on their services, provided they maintain appropriate compliance measures and respond to infringement notifications effectively.

For rights holders, however, the decision illustrates the practical difficulty of pursuing platforms rather than individual sellers. As e-commerce ecosystems become increasingly dispersed across multiple jurisdictions, enforcing copyright may become more procedurally complex and potentially more costly.

Undertakings

Shein having been unsuccessful, it fell to be considered whether, as a result of its cross-undertakings, it was liable for Temu’s damages given the interim injunctions (incorrectly) granted.

Shein argued that the injunctions only applied to the use of the images and that Temu’s decision to remove the listings broke the chain of causation. In response, Temu explained that it did not permit listings without images, so by default an injunction to prevent the use of images was an injunction to remove the listings.

The Court agreed with Temu, finding its conduct reasonable. It follows that, subject to any appeal, Shein will be liable for any damages.

A sign of things to come

The dispute should not be viewed in isolation. Shein and Temu are engaged in broader global litigation and competition-related claims as they compete aggressively for market share across international markets. Temu's competition law counterclaim against Shein remains ongoing.

More broadly, the case reflects a growing shift in intellectual property disputes. Increasingly, the key legal question is not whether copying has occurred, but who should bear responsibility when infringing content is uploaded by third parties onto large-scale digital platforms.

As legislators and courts continue to grapple with the balance between protecting rights holders and enabling online commerce, platform liability will remain a critical area of legal development. Businesses that create valuable content should ensure robust ownership and enforcement frameworks, while platform operators should continue investing in notice-and-takedown procedures, seller compliance obligations and IP governance systems.

The Shein v Temu litigation therefore represents more than a dispute over product photographs. It serves as an important marker of how copyright law is adapting to the realities of global digital marketplaces and offers a glimpse into the future direction of online intermediary liability.

Introducing Brand Interchange

In-house brand advisers can often feel like they are working behind closed doors. You may be working as the only trade mark lawyer in your organisation, or in a newly formed team, with new ideas, trying to understand new practices. Brand Interchange is designed to support and help you. It’s the first dedicated group of its kind aimed at promoting and celebrating UK brand professionals. To join Brand Interchange, please register with Shoosmiths by completing and submitting the membership form. Registering as a member of Brand Interchange is completely free, and so are all the benefits you receive as a member.

style

single-column-text

Latest perspectives from brand interchange

Read the latest perspectives from Shoosmiths' brand lawyers

Explore all perspectives

/content/shoosmiths/perspectives

/content/cq:tags/shoosmiths/topics/brand-interchange

]]>

New tech, old law (part 2): UKJT confirms its position on liability for AI harm

Tue, 11 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:e5a2d752-7778-45a5-9db5-16b9156d3a90/as/ART-US00117.avif?assetname=ART-US00117.jpg

article | 4 min read

New tech, old law (part 2)

UKJT confirms its position on liability for AI harm

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

What's new in the UKJT's final legal statement on civil liability for AI harm, and what does this mean for businesses in the supply chain and/or as end users?

Published: 11 August 2026
Authors: Alex Bishop, Peter Richards-Gaskin, Alex Kirkhope, Sarah Reynolds, Claire Kershaw & Stefanie Hughes

/content/dam/shoosmiths/lawyers/alex-bishop/profile

/content/dam/shoosmiths/lawyers/peter-richards-gaskin/profile

false

/content/dam/shoosmiths/lawyers/alex-kirkhope/profile

/content/dam/shoosmiths/lawyers/sarah-reynolds/profile

false

/content/dam/shoosmiths/lawyers/claire-kershaw/profile

/content/dam/shoosmiths/lawyers/stefanie-hughes/profile

false

style

single-column-text

The UK Jurisdiction Taskforce (UKJT) has published its final legal statement on liability for AI harm, following consultation on its draft legal statement published earlier this year. While the UKJT’s core conclusions (as discussed in our previous article) remain largely unchanged, the final statement incorporates some further analysis in certain areas. This article focusses on those developments and the key takeaways for businesses, both in the AI supply chain and as end users.

Summary of key updates

Vicarious liability and non-delegable duties

the final statement discusses a further important aspect of potential liability for harm caused by another, namely where there is a non-delegable duty to protect against that harm¹. Giving the example of an NHS Trust procuring an AI diagnostic tool from a third-party developer, the statement notes the Trust would not be able to avoid liability for any harm caused to a patient as a result of a defect in the tool by arguing the defect was the developer’s fault. The Trust would, however, likely consider seeking a contribution from the developer under the Civil Liability (Contribution) Act 1978 – subject to the usual analysis on causation, contributory negligence and so on.

Factual causation and material contribution to damage

the final statement also includes a new discussion around the principle of ‘material contribution to damage’ – to date predominantly applied in cases involving industrial disease and clinical negligence, but arguably of general application. The principle essentially fills a gap left where, through multiple wrongdoers, harm was caused, but on a strict ‘but for’ analysis no single wrongdoer’s act or omission caused the harm. An example is given of two waste plants, one using human employees only and the other an AI system, negligently discharging equal amounts of waste into a river which together take the pollution level above a particular threshold.

Contributory negligence

the potential impact of contributory negligence was not addressed in the draft statement – the final statement now considers how such arguments may play part of the assessment of liability for harm caused by AI. The statement does not suggest that any particular new principles or analysis need apply, but emphasises that the question will always be highly fact specific, and the nature of the user (commercial or non-commercial) and the level of verification of the AI output will be key themes.

Defamation

the expanded discussion in the final statement emphasises that the extent to which anyone in the AI supply chain may be considered a publisher is highly fact specific. This may be most straightforward to establish in the case of commercial publishers using AI tools to generate content for their website. At the other end of the scale, the UKJT suggests that a Foundation Model Developer, with no involvement in publication of a statement beyond having licensed the use of their model, may potentially be deemed a publisher of a defamatory statement generated by it - if they have sufficient practical ability to prevent further publication.
the final statement also acknowledges that how the defences available under s.1 of the Defamation Act 1996 and s.5 of the Defamation Act 2013 may apply in relation to AI-generated content is unclear. In relation to s.5 of the 2013 Act for example (Operators of websites), the potential defence is predicated on the basis of there being a ‘poster’ of a statement with whom the website operator must seek to correspond, but query whether/who a court would consider to be a ‘poster’ of an AI-generated statement.

What does this mean for businesses?

As noted in our previous article, in most commercial contexts the contractual arrangements between the parties in an AI supply chain will be the most important legal framework governing liability for any harm arising. For businesses operating in this space and their advisers negotiating commercial contracts, meticulous attention to detail must go hand in hand with a thorough understanding of the technology (both as it stands and how it may evolve) as well as its intended/likely deployment downstream.

For businesses as end users of AI tools the key points to note include:

generally speaking, an organisation could not be held vicariously liable for harm caused by an AI tool it is using since the tool itself, in the absence of its own legal personality, could not be held primarily liable. An organisation could however be held vicariously liable for wrongdoing, such as negligence, by an employee in connection with their use of an AI tool. Moreover, an organisation using an AI tool in the performance of a non-delegable duty could not avoid primary liability to anyone harmed as a result of a defect in the AI tool, but could seek to recoup (at least partially) any such liability incurred by way of a contribution claim against the tool developer (subject of course to the usual analysis and any contractual arrangements preventing or limiting their ability to do so).
more particularly, organisations using chatbots may potentially be liable for false statements made by it if the chatbot is held out as communicating on the organisation’s behalf, if there is an express or implied representation that the chatbot’s output is accurate, and/or if the chatbot makes a defamatory statement. Such organisations should make clear to users that the chatbot is AI-powered, that its output may be inaccurate/contain hallucinations, and that any views expressed do not represent those of the organisation. Those organisations in scope of the EU AI Act are likely to be familiar with these types of requirements, given their alignment with the Act’s transparency obligations.
for professional services firms, consideration of whether, when and how to deploy AI tools must form part of their ongoing assessment, exercising reasonable care and skill, of how to carry out their client’s instructions. While any guidance from relevant regulators and professional bodies will be instructive in this respect, given the implications for their own liability, amongst other good reasons, professionals must exercise their own judgment in the context of the particular matter and their client’s objectives. In some scenarios, a client may prefer to forego a potential benefit of using AI in order to avoid a potential risk. The critical foundational step is to identify and explain competently the potential options and the risks and benefits of each.

¹ Such duties are rare and their defining features were articulated by the Supreme Court in Woodland v Essex County Council [2013] UKSC 66 (23 October 2013) at paragraph [23]. In short where it is established that Party A owes a non-delegable duty of care to Party B and outsources an integral part of its functions to Party C, if Party B suffers harm as a result of Party C’s negligence in the performance of that particular function, Party A will still be liable to Party B. Non-delegable duties may arise for example in the context of prisons, care homes and schools.

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-disputes-risk-and-compliance/ddcc-dispute-resolution-and-litigation

]]>

Peppa Pig is granted an international injunction

Tue, 11 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:c32e6558-7d35-4b7d-97bd-268b4e13f60f/as/ART-US00084.avif?assetname=ART-US00084.jpg

Brand interchange | 4 min read

Peppa Pig is granted an international injunction

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Decision: Hasbro Consumer Products v Công ty TNHH & Ors
Court: High Court (Intellectual Property List)
Judge: Mr Justice Richard Smith
Citation: [2026] EWHC 1957 (Ch)
Decision: Here
Key issues: Injunctions

Published: 11 August 2026
Authors: Eloise Ryan

/content/dam/shoosmiths/lawyers/eloise-ryan/profile

false

style

single-column-text

Introduction

In Hasbro Consumer Products v Công ty TNHH & Ors, the English High Court has granted an (unusual) worldwide injunction in relation to aspects of Wolfoo, a popular preschool YouTube series.

Wolfoo was launched in 2018 and now has over 20 million subscriptions across its three major channels. It follows a young wolf, who lives with his family and friends, with episodes exploring everyday situations, adventures and games with Wolfoo.

In 2022 the makers of Peppa Pig brought infringement proceedings in the English courts, alleging, among other things:

in the UK, copyright infringement, trade mark infringement and passing off
in the EU, copyright infringement and trade mark infringement
in jurisdictions subject to various international copyright conventions and treaties (such as the Rome Convention, TRIPS and WPPT), copyright infringement

The sound recording copyright claim

In June this year, the court granted summary judgment on a discrete aspect of the wider proceedings.

Here, the Claimants alleged that audio clips from Peppa Pig had been copied in Wolfoo, resulting in infringement of copyright in the sound recordings. To support their case, the Claimants relied on detailed technical evidence, using spectrogram analysis in respect of Peppa Pig videos and a representative sample of Wolfoo videos, showing identity.

In turn, the Defendants sought to raise doubts such as the identity, authorship and ownership of the copyright works, but failed to substantively challenge the evidence advanced by the Claimants.

The issue fell before Mr Justice Richard Smith, who concluded that the Defendants had no realistic prospect of successfully defending this aspect of the claim, giving summary judgment.

International copyright claims and the presumption of similarity

The question arose as to whether the finding of copyright infringement under English law may apply to other jurisdictions and, if so, whether an injunction should be granted.

The Defendants argued that copyright is territorial in nature and that the Claimants could not simply rely upon English copyright law when alleging infringement across numerous jurisdictions.

Having examined the "default rule" and the "presumption of similarity" in private international law, the Court explained that, where foreign law is pleaded and properly engaged, English law may nevertheless play a role if it is reasonable to assume that the foreign law is materially similar to English law such that it is unlikely to lead to a different substantive outcome.

The Claimants argued that this test was satisfied in relation to EU jurisdictions because UK copyright law historically developed in line with the Information Society Directive. In relation to other countries, they relied on the harmonising effect of international copyright instruments including the Rome Convention, TRIPS and the WIPO Performances and Phonograms Treaty (WPPT).

The Court accepted those arguments and found that the Defendants had failed to identify any material differences between English law and the laws of the relevant foreign jurisdictions. In particularly forceful terms, the judge stated that it was not enough for the Defendants merely to assert a "bald belief" that material differences might exist and that further investigation would reveal them.

Representative sampling and large-scale online infringement

Another question arose as to whether the Defendants should obtain relief only in relation to the representative sample of Wolfoo video on which it relied, or all of them (which exceed some 30,000 videos).

The Court accepted evidence that the sampled videos were genuinely representative of the wider corpus, and that analysing every Wolfoo video would have been wholly disproportionate. As a result, the Court was prepared to infer that further infringements would likely be identified if wider analysis were undertaken.

Injunction

The practical consequence of this was a remarkably broad injunction. The Court ordered the removal of all Wolfoo videos falling within the scope of the findings in all jurisdictions that are parties to the relevant international copyright conventions and treaties (rather than limiting relief to specific videos or specific jurisdictions).

Key takeaways

The key takeaways from the decision are that:

in certain circumstances, the English courts are open for business to grant pan-jurisdictional injunctions in copyright disputes, which may serve as a cost-effective way of resolving international disputes
the presumption of similarity remains a powerful procedural tool where Defendants fail to identify concrete differences between English law and applicable foreign laws
courts may be willing to accept representative sampling as evidence of infringement across large bodies of online content where full analysis would be disproportionate
international copyright treaties and harmonised copyright frameworks can provide strong support for cross-border enforcement strategies

Caveat

While the judgment is a buoy to copyright holders looking to enforce their rights globally and cost effectively, a note of caution:

the success masks a prolonged (some four years to date) and ongoing dispute, with the court already having wrestled with pleading disputes and jurisdictional challenges
sound recordings carry no originality threshold and the infringement was clear, meaning it was harder for the Defendants to point to any material difference between English law and other jurisdictions. This may not apply to other copyright claims
the Defendants did not always attend the hearings and were not always legally represented
this is a first instance decision

Introducing Brand Interchange

style

single-column-text

Latest perspectives from brand interchange

Read the latest perspectives from Shoosmiths' brand lawyers

Explore all perspectives

/content/shoosmiths/perspectives

/content/cq:tags/shoosmiths/topics/brand-interchange

]]>

Shoosmiths strengthens Banking & Finance practice with partner hire in Manchester

Mon, 10 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:6b4e3da2-ef87-42ad-ba98-ab8deebfbf6c/as/NEWS-US00001.avif?assetname=NEWS-US00001.jpg

Press release | 2 MIN READ

Shoosmiths strengthens Banking & Finance practice with partner hire

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Shoosmiths has appointed Alastair Carruthers as a Partner in its Banking & Finance team in Manchester, strengthening its asset-based lending capability in the North West and across the UK.

Published: 10 August 2026

/content/dam/shoosmiths/lawyers/jon-bew/profile

/content/dam/shoosmiths/lawyers/alastair-carruthers/profile

false

style

single-column-text

Joining from DLA Piper, Alastair’s practice focuses on asset-based lending. He brings experience advising on cross-border financing transactions, receivables financing and other forms of asset-based lending, with particular expertise across complex upper mid-market transactions.

His clients include clearing banks with asset-based lending platforms, independent and alternative lenders, private credit and fund-backed lenders, sponsors, corporates, and mid- and upper mid-market borrowers, including across asset intensive sectors such as manufacturing, logistics and mobility.

Jon Bew, Partner and Head of Asset Based Lending at Shoosmiths, said: "Asset based lending is a growing and increasingly sophisticated area of the finance market, and Alastair’s addition strengthens our capabilities to support clients across the UK and internationally on complex matters. His deep specialist expertise and strong, well-established network are significant assets to our team, complementing our existing offering and enhancing our capacity to advise on complex multi‑asset and cross‑border mandates as we continue to make progress against our 2030 growth strategy. We are thrilled to welcome him to Shoosmiths.”

Alastair is widely regarded in his field, with both the Legal 500 and Chambers UK widely recognising him, with Legal 500 confirming him as a ‘Rising Star’ for both Asset Based Lending and North West Banking and Finance.

Commenting on his appointment, Alastair said: "Shoosmiths has a clear and ambitious vision for its Banking & Finance practice, and the firm's commitment to building out a market-leading offering in the upper mid-market was immediately compelling. The opportunity to build on the growing demand for asset based lending in the North West and nationally, combined with the strength of the firm's broader platform across Corporate and Restructuring and Advisory, made this an exciting prospect. I look forward to working with colleagues across the firm to build on the strong foundations already in place."

Alastair's appointment reflects Shoosmiths' continued investment in its Banking & Finance practice, one of the firm's core growth platforms under its 2030 strategy and follows the addition of E&I specialist partner Graham Knight and promotion of leveraged finance partner Charlotte Thomas.

The Shoosmiths Manchester Banking & Finance team has expertise across the core disciplines of real estate finance, leveraged and corporate lending and asset-based lending, it also brings the team up to 13 strong, making it one of the largest teams in the North West.

Shoosmiths’ Banking & Finance team advises borrowers, lenders and investors on corporate, real estate, leveraged and acquisition finance, asset-based lending, energy and infrastructure finance and sector-specific transactions. Working across the UK and industries such as energy, infrastructure, mobility, logistics and retail, the team supports clients through growth, acquisitions, restructurings and working capital solutions.

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-transactional-and-advisory/ddcc-banking-and-finance

]]>

Duty of fair presentation in action: Insurer avoids policy after non-disclosure

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:11e6d989-7910-4f0e-adbb-19c59041337e/as/ART-US00047.avif?assetname=ART-US00047.jpg

article | 6 min read

Duty of fair presentation in action

Insurer avoids policy after non-disclosure

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

The Commercial Court has held that an insurer was entitled to avoid a charterer's liability policy after the insured failed to disclose a number of fires involving its cargo.

Published: 6 August 2026
Authors: Susie Wakefield

/content/dam/shoosmiths/lawyers/susie-wakefield/profile

/content/dam/shoosmiths/lawyers/john-shirley-rakhra/profile

false

/content/dam/shoosmiths/lawyers/claire-kershaw/profile

false

style

single-column-text

The recent Commercial Court decision in Cometsambre SA v Lloyd's Insurance Company SA HIG 5321 provides a compelling illustration of the courts’ approach to assessing whether an insured has complied with its duty of fair presentation under s.3 of the Insurance Act 2015 (the Act), and the consequences of failing to do so.

Background

The dispute relates to a Charterer’s Liability (C/L) insurance policy underwritten by AMICA, as coverholder for the Defendant (Lloyd’s), in favour of the insured Claimant (Cometsambre), a scrap metal dealer.

Lloyd's Insurance Company SA writes European risks for Lloyd’s syndicates; the policies are then 100% reinsured by Lloyd’s syndicates, in this case Hartford's Syndicate 1221.

Cometsambre first approached AMICA through a broker in 2008 seeking C/L insurance in respect of the planned shipping of scrap from its base in Ghent, Belgium. Through various exchanges, AMICA was informed that the scrap would be non-oily, non-radioactive, non-dangerous shredded steel scrap, excluding motor blocks, borings and turnings, to HMS 1 / HMS 1+2 or ISRI specifications.

Between 2010 and 2022 cover was renewed every year on almost identical terms with little correspondence. One small claim was made in 2012 in respect of stevedore damage, and in April 2021 Cometsambre gave notice of a potential claim against it in respect of a grounding at Alexandria.

In June 2022 a cargo of Cometsambre’s scrap metal was involved in a fire on board the chartered vessel LOWLANDS MIMOSA, resulting in a claim against Cometsambre under the charterparty. AMICA were subsequently informed of various other fires involving Cometsambre’s scrap; 10 in total between 2014 and 2022, either quayside or once loaded onto vessels, with 5 of these taking place between May 2020 and October 2021.

Lloyd’s declined to cover Cometsambre in respect of the LOWLANDS MIMOSA charterparty claim on the basis that Cometsambre had breached its duty of fair presentation both in terms of (i) the nature of the scrap being shipped and (ii) the failure to disclose the 5 fires between May 2020 and October 2021.

Cometsambre issued proceedings in December 2024 seeking a declaration that Lloyd’s was obliged to indemnify it in respect of its costs of dealing with the charterparty claim and, to the extent necessary, for any substantive liability incurred in that respect.

Commercial Court judgment

The Court (Mr Justice Butcher) dismissed the claim, finding that Lloyd’s was entitled to avoid the 2022 policy.

On the key issues the Court found as follows:

Materiality

Cometsambre sought to argue that the fire record was not ‘material’ for the purposes of s.3(4) of the Act since:

none of the fires had given rise to a claim against Cometsambre (in particular, none of the vessel fires had led to a claim by the owners and were therefore not material to a C/L underwriter)
the quayside fires were not material to a C/L underwriter because any resulting claim would be on Cometsambre’s property insurance policy.

The Court rejected these arguments, preferring Lloyd’s underwriting expert’s evidence that fires were “a paradigm example of an incident capable of giving rise to a claim” which must be disclosed, even if a claim did not materialise. In particular, the fact that five fires occurred in the 18 months between May 2020 and October 2021 was significant as it indicated a change in the risk profile.

Insurers on notice

Cometsambre argued that since AMICA was aware of the nature of the cargo it should have been aware of the general risks of the business, and had not asked for an updated questionnaire on renewal each year, AMICA was on notice, for the purposes of s.3(4)(b) of the Act, that it needed to make further enquiries.

The Court regarded this as an improper attempt to reverse the burden of ensuring fair presentation of risk; that obligation lies primarily with the insured. Nothing AMICA was told could be said to have put AMICA on notice of the change in the incidence of fires over the relevant period, in particular the five fires in c. 18 months prior to the 2022 renewal. Even if (which the Court did not consider necessary in any event) AMICA failed to insist on loading surveys being performed as a matter of course, this would not excuse Cometsambre from disclosing the fires it had actual knowledge of.

Insurers’ presumed knowledge

It was also argued that underwriters could be presumed to know, for the purposes of s.3(5)(d) of the Act, that fires of this nature would probably have occurred.

Again, the Court was not persuaded, finding that Cometsambre failed to establish presumed knowledge of the relevant fires, still less that they had occurred in such quick succession after a long period of none at all, which suggested “a change in the risk profile”.

Disclosure waived

Cometsambre further submitted that the fact it was not asked to fill in an updated questionnaire or to provide further information about risk management, losses, incidents, claims and so on over the years meant a reasonable insured would understand AMICA was “only concerned with Cometsambre’s claim history and were indifferent about fires not giving rise to a claim”.

The Court disagreed. AMICA’s enquiries at the outset of the relationship were designed to ensure that fire-risky cargo was not being covered. The fact the initial questionnaire – prepared by the broker rather than by AMICA – only requested information about Cometsambre’s ‘claims record’ could not reasonably be understood as indicating that underwriters were not interested in any fires which had not given rise to a claim. Neither the absence of renewal questionnaires in subsequent years, nor the dealings between the parties in the round, reasonably be understood to amount to a waiver of disclosure of material circumstances.

Inducement

The Court stressed the need to be circumspect about evidence provided by underwriters on whether they would have declined the risk. The Court’s have recognised that there is an inherent risk that, whilst truthful, such evidence may be incorrect as it may be influenced by the fact that the loss has arisen and the witness is asked to consider what they would have done with the benefit of that knowledge.

Despite that the Court accepted the underwriter’s evidence that disclosure of the fires would have caused him to decline to renew. Key factors included the low premium, the expense of sending an expert to investigate each incident, the risk any single fire claim could result in substantial exposure, and the change in risk profile evidenced by the increase in fires.

Accordingly, and having already tendered a return of the premium, Lloyd’s was entitled to avoid the policy under paragraph 4 of Schedule 1 to the Act.

Comment

There are still relatively few judgments addressing insurers’ rights to avoid a policy for a failure to give a fair presentation of the risk under the Act.

Whilst the judgment largely turns on the facts of the case, it is a helpful guide to see how the Court will approach the detail of the analysis required under Act, and the various elements that must be established by insurers. On the facts before the Court, the judgment:

adopts a holistic approach to materiality, not limited to actual or potential claims against the specific policy, and extending to anything affecting the “overall picture of the risk”
reinforces that while the Act makes provision for insurers to be on notice or to have presumed knowledge in certain circumstances, this does negate an insured’s primary obligation to disclose material circumstances of which it has the requisite knowledge
rejects the idea that a ‘failure’ by insurers to specifically to seek out detailed information upon renewal could reasonably be understood as meaning the insurer is indifferent about being informed of material circumstances.

Notwithstanding the outcome in this case, the judgment and its underlying facts also serve as a reminder to insurers and insureds alike of the importance of ongoing meaningful risk assessment and clear forthright communication in reducing the risk of claims and coverage disputes arising in the first instance.

An application for permission to appeal this decision was lodged with the Court of Appeal on or around 13 August 2026. We are monitoring the progress of the application with interest and will report on the outcome in due course.

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-disputes-risk-and-compliance/ddcc-dispute-resolution-and-litigation

]]>

Ep 12: Lights, Camera, Privacy! The Wolf of Wall Street

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:24548541-35fb-4e8f-af21-48aeb262a3ec/as/ART-GE00015.avif?assetname=ART-GE00015.jpg

alternative text

alternative text secondary

Podcast | 10 min listen

Ep 12: Lights, Camera, Privacy!

The Wolf of Wall Street

false

aiSummary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

A podcast series that explores privacy themes within some of the most well-known movies.

Whether you are a film buff, a privacy advocate, or simply curious about the intersection of storytelling and privacy, tune in to explore how the big screen tackles privacy.

In this episode, William Moore is joined by Hannah-Mei Grisley to explore the movie ‘The Wolf of Wall Street’. We discuss what might have happened if the employee who infamously lost his job over a goldfish had submitted a data subject access request (DSAR). We cover what a DSAR is and how to submit one, whether Stratton Oakmont could lawfully withhold any unsavoury messages, and what the consequences might have been for Jordan Belfort if he attempted to tamper with the DSAR response.

For any feedback, please contact: William.moore@shoosmiths.com.

style

single-column-text

/content/dam/shoosmiths/lawyers/william-moore/profile

/content/dam/shoosmiths/lawyers/hannah-mei-grisley/profile

false

https://www.podbean.com/ep/pb-qs9yq-1b2cc2a

false

style

single-column-text

Lights, camera, privacy! podcast series

Explore the full Lights, camera, privacy! podcast series below

All podcasts from Shoosmiths

/content/shoosmiths/perspectives/podcasts

/content/cq:tags/shoosmiths/topics/lights-camera-privacy-podcasts

/content/cq:tags/shoosmiths/content-type/perspectives/podcasts

]]>

When is occupation not occupation? Rates mitigation under the spotlight

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:8e71c5f1-3668-4d5c-86d8-9d48a6e2f80e/as/ART-u2114277519_Create_a_photorealistic_image_depicting_responsib_c95f82c4-a92c-4e01-8bfd-757184d37487_3.avif?assetname=ART-u2114277519_Create_a_photorealistic_image_depicting_responsib_c95f82c4-a92c-4e01-8bfd-757184d37487_3.jpg

article | 6 min read

When is occupation not occupation?

Rates mitigation under the spotlight

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

A “box shifting” rates mitigation scheme did not amount to occupation for non-domestic rating purposes where the sole purpose of placing items in the premises was to secure a rates saving.

Published: 6 August 2026
Authors: Sophie Tracey

/content/dam/shoosmiths/lawyers/sophie-tracey/profile

/content/dam/shoosmiths/lawyers/laura-kent/profile

false

/content/dam/shoosmiths/lawyers/anjali-patel/profile

false

style

single-column-text

The Court of Appeal has allowed the appeal in The Mayor and Commonalty and Citizens of the City of London (CoL) v 48th Street Holdings Limited and Principled Offsite Logistics Limited (POLL), holding that a “box shifting” rates mitigation scheme did not amount to occupation for non-domestic rating purposes where the sole purpose of placing items in the premises was to secure a rates saving. The decision reverses the High Court ruling discussed in our earlier article, Strategic occupation or rates loophole?, which had found the scheme effective.

Legal position

Liability for non-domestic rates arises through occupation under section 43 of the Local Government Finance Act 1988, or ownership of unoccupied property under section 45. Empty property relief is available to the owner for the first three months after premises become unoccupied. At the time the facts in this case arose, a period of occupation of at least six weeks (the “reset period”, now 13 weeks) was required before that relief could be claimed again.

The leading test for rateable occupation, from John Laing & Son Ltd v Assessment Committee for Kingswood Assessment Area, requires: actual occupation; exclusive occupation for the occupier’s purpose; occupation of some value or benefit to the occupier; and occupation that is not too transient. The appeal focused on whether POLL’s occupation provided any real value or benefit.

What happened?

The case concerned empty office units at 2 America Square, EC3. After the initial empty rates relief period expired, POLL took a short lease at a peppercorn rent and simultaneously served a break notice ending the lease after six weeks. During that period it placed boxes in the premises, accepted liability for rates and claimed to be the occupier. Once the lease ended, the boxes were removed and the owner claimed a fresh period of empty property relief. POLL received a share of the resulting rates saving.

It was common ground that the boxes served no business or commercial purpose and were present solely to create occupation for rating purposes. The lease was not a sham; the dispute was whether the arrangement amounted to occupation to constitute a reset period.

What did the court decide?

At first instance, the High Court followed R (Principled Offsite Logistics Ltd) v Trafford Council and held that POLL’s scheme was effective. It accepted that the benefit of the occupation was the rates mitigation achieved by the arrangement.

The Court of Appeal disagreed and held that the Trafford Council case was wrongly decided. Relying on the Supreme Court’s reasoning in Rossendale BC v Hurstwood Properties, it emphasised that the empty rates regime is intended to discourage properties being left vacant and encourage productive use.

Applying a purposive interpretation, the Court held that Parliament cannot have intended temporary placement of items in an otherwise empty property to constitute occupation where there is no commercial or business purpose beyond rates mitigation. The Court described the arrangement as “pure rate mitigation occupation”.

The Court rejected the argument that the rates saving itself supplied the necessary benefit. That reasoning was circular. While storage can amount to occupation where the stored items have utility to the occupier, occupation must have some independent use, value or benefit. Activity undertaken solely to obtain a rates saving cannot satisfy that requirement.

The Court stressed this was not a motive test. Occupation may still qualify even where reducing rates is one objective, provided the occupation has genuine utility beyond the tax advantage. The difficulty for POLL was that the alleged benefit was the rates saving itself.

What next?

The judgment is a significant setback for intermittent occupation schemes that rely on minimal activity with no independent purpose. Owners, occupiers and advisers should review existing arrangements and consider whether the occupation has genuine commercial or practical utility. Rates mitigation remains possible, but only where occupation has a real use, value or benefit beyond securing a rate saving.

Sophie Tracey, Real Estate Litigation Principal Associate and a rating expert at Shoosmiths, comments: “This decision is likely to signal the end of many rates mitigation schemes based on token occupation. While the Court confirmed that occupation need not be wholly commercial in nature, it must provide a genuine use, value or benefit beyond the rates saving itself. Property owners and occupiers should therefore review existing arrangements carefully, as the courts are increasingly willing to assess such schemes against the underlying purpose of the rating regime.”

/content/shoosmiths/all-experience-fragments/perspectives-disclaimer

style

single-column-text

/content/shoosmiths/all-experience-fragments/ddcc-expertise/ddcc-real-estate

]]>

Understanding transition risk in mobility, manufacturing & logistics

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:56f4ab07-2329-4656-a7be-242660bf5fa1/as/Mobility-logistics-and-manufacturing.avif?assetname=Mobility-logistics-and-manufacturing.jpg

article | 7 min read

Understanding transition risk in mobility, manufacturing & logistics

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Published: 5 August 2026
Author: Max Finney

/content/dam/shoosmiths/lawyers/max-finney/profile

false

style

single-column-text

What is climate scenario modelling – and why use it?

Climate scenario modelling is about making better decisions in uncertainty. It helps organisations understand how different policy, market and technology pathways could shape their operations and long‑term strategy. Instead of betting on a single forecast, it tests a range of credible futures—so leadership teams can challenge assumptions, pressure‑test investments and strengthen resilience where it matters most.

This matters because expectations have shifted. Regulators increasingly require organisations to assess and disclose climate‑related risk. But this goes beyond compliance. Investors, regulators and wider society want clear evidence that organisations understand their exposure and are actively building more resilient businesses and supply chains in response.

Our scenario analysis draws on work undertaken by external consultants as part of Shoosmiths’ Transition Risk Assessment and uses the European Sustainability Reporting Standards (ESRS) impacts, risks and opportunities (IRO) framework to identify the sustainability themes most relevant to our key client sectors. The high priority themes were then tested against three future climate pathways from the Climate Change Committee (CCC), reflecting different levels of policy intervention, behavioural change and progress towards net zero.

For each sector, the analysis considered how risks and opportunities could evolve under each scenario, examining implications across areas such as regulation, markets, technology, investment, operations and reputation. This helps to ensure the analysis reflects the sustainability issues most likely to shape future business performance, stakeholder expectations and legal demand. We are therefore able to use the results to turn abstract risk into practical insight that mobility, logistics and manufacturing leaders can act on.

style

single-column-text

The three scenarios used

1. Business as Usual (BAU)

No major policy changes beyond current commitments. This represents the slowest pace of decarbonisation and the highest level of sustained climate risk.

2. Moderate Ambition

Some policy progress, but behaviour change and infrastructure deployment lag behind net zero pathways.

3. 1.5°C Aligned (Balanced Pathway)

Policy and behaviour change keep pace with net zero goals. This scenario delivers the most resilient and lowest‑carbon future.

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:26bdc47b-e790-49c8-b871-f3af41449944/as/Global-temperature-change-visual_01.avif?assetname=Global-temperature-change-visual_01.jpg

false

What are the material transition risks and opportunities for mobility, manufacturing & logistics?

Our scenario analysis highlights several critical impacts of the transition to net zero across markets, technology, policy and consumer dynamics. These evolve over time and present both challenges and opportunities.

Short term (to 2023)

Key risks

climate driven disruption to transport infrastructure: More frequent extreme weather events increase asset degradation, route disruption and maintenance costs across transport networks and logistics systems
slow progress in decarbonising heavy transport and manufacturing: Passenger vehicles electrify faster than heavy goods vehicles and industrial processes, creating uncertainty in fuel pathways and transitional cost pressures
energy price volatility and grid constraints: Electrification increases demand, but insufficient grid capacity and slow deployment of supporting infrastructure creates constraints and uneven regional access
supply chain disruption and critical mineral pressure: Rapid growth in battery technologies and electrification increases competition for critical materials, raising costs and delivery risk
affordability and access challenges for users: High upfront costs of electric vehicles and evolving service models risk excluding smaller businesses and vulnerable communities from access to mobility solutions

Opportunities

investment in electrification and charging infrastructure: Expansion of EV charging networks and electrified fleets creates new market opportunities across logistics and manufacturing
innovation in mobility models: Growth in shared mobility, subscription models and last mile logistics solutions enables more efficient and lower emission transport systems
supply chain transformation: Early adoption of circular material flows and responsible sourcing strengthens resilience and reduces long term cost exposure

Medium term (to 2040)

Key risks

misaligned infrastructure investment: Delays in charging networks, grid expansion and alternative fuel supply chains limit the benefits of electrification and increase transition costs
fragmented technology pathways: Uncertainty between electrification, hydrogen and biofuels for heavy transport and industrial processes complicates long term investment decisions
sustained pressure on logistics systems: Climate disruption, urban congestion and inefficient planning increase complexity and cost in distribution networks
resource and material constraints: Ongoing reliance on virgin materials and limited recycling infrastructure maintains exposure to global supply chain risk

Opportunities

scale up of low carbon manufacturing: Electrification of industrial processes and adoption of circular economy approaches improve efficiency and resilience
development of alternative fuel ecosystems: Growth in hydrogen, synthetic fuels and battery recycling supports diversification of energy pathways
integrated transport and logistics systems: Linking digital systems, energy infrastructure and physical networks enables more efficient and resilient operations

Long term (to 2050)

Key risks

stranded assets in legacy transport and industrial systems: Continued reliance on high emission technologies leads to long term devaluation and transition cost exposure
systemic vulnerability across infrastructure and supply chains: Failure to integrate energy, transport and digital systems reduces resilience to climate and market shocks
persistent resource constraints: Competition for critical minerals, land and water continues to limit growth and increase volatility

Long‑term opportunities

fully decarbonised transport and manufacturing systems: Stable energy supply and mature technologies reduce operating costs and enhance predictability
circular and resilient supply chains: Reuse, recycling and alternative materials reduce reliance on primary resource extraction
leadership in next generation mobility and logistics: Organisations aligned to net zero pathways are best placed to capture long term market value

How risks and opportunities vary across the three climate scenarios

THEME

BUSINESS AS USUAL

MODERATE AMBITION

1.5°C ALIGNED

Transport systems

Transport networks remain vulnerable to storms and heatwaves, making some routes increasingly impractical or too costly to maintain over time.

Mobility and logistics operators see higher disruption exposure and more frequent disputes around performance, force majeure and service levels in haulage and distribution contracts.

Resilience improves in places, but uneven planning and a fragmented system keeps reliability patchy across regions and corridors.

Heavy transport fleets and manufacturers with just-in-time logistics face higher contractual complexity as they manage variable network performance, delivery penalties and route contingency planning.

Integrated resilience planning reduces the risk of redundant infrastructure and supports more reliable movement of goods and people.

Logistics and mobility clients gain clearer line of sight for long-term investment, with stronger foundations for planning, consenting and infrastructure delivery timetables.

Energy & fuel pathways

Limited innovation and slow scale-up of alternatives keeps market uncertainty high for diesel and petrol replacements, with heavy road transport particularly exposed.

HGV decarbonisation programmes become more legally and commercially fraught, as OEMs and operators negotiate technology risk, charging and refuelling access, warranties, total cost of ownership models and evolving compliance requirements.

Electrification progresses but a fragmented mix of EV and combustion vehicles sustains higher costs and weak economies of scale across fleets and supply chains.

OEMs and fleet operators face greater regulatory and liability complexity in parallel pathways, including contract structures for infrastructure roll-out, product claims, safety assurance and compliance management across mixed technologies.

Clear policy and behaviour change establishes a more consistent low carbon pathway, reducing uncertainty and supporting wider deployment of charging networks and alternative fuel supply chains.

Heavy transport decarbonisation accelerates with clearer commercial models, while OEMs de-risk transition by aligning product strategy, supplier obligations and customer contracting to stable regulatory expectations.

Supply chains and logistics

Logistics and distribution chains remain largely unchanged, sustaining diesel dependence and leaving supply chains exposed to climate disruption and higher operating costs.

Manufacturers and logistics providers face rising due diligence, continuity and insurance pressures, with more emphasis on contractual resilience, supplier obligations and enforcement of delivery and quality standards under stress.

Smart mobility and delivery planning develop but are concentrated in larger urban centres, leaving gaps across regional and long-haul networks.

Logistics and manufacturing businesses must actively manage complexity across hybrid supply chains and regional performance differences.

Widespread smart mobility systems and more coordinated planning enable more efficient, connected logistics with fewer points of failure.

Contracting can shift from short-term contingency to longer-term optimisation, supporting collaboration models, integrated service agreements and stronger governance across logistics partners and infrastructure providers.

Resource use

Critical minerals become an increasingly contested resource as demand grows, with limited mitigation from reuse and recycling at scale.

OEM transition risk rises sharply where sourcing, traceability and supplier ESG standards are weak, increasing exposure to procurement disputes, supply interruption and reputational and legal challenge linked to upstream practices.

Competition for critical minerals continues, but improving management reduces some constraints while electrification demand keeps pressure high.

Automotive and advanced manufacturing clients increasingly rely on tighter legal controls in supplier contracting, audit rights and substantiated traceability to protect continuity and manage scrutiny.

Battery supply chains develop stronger reuse and recycling routes that reduce critical mineral competition and improve long-term resource resilience.

OEMs and manufacturers can embed circularity into commercial strategy through clearer end-of-life responsibilities, secondary materials contracting and more defensible claims on recycled content and provenance.

Consumers and markets

High costs and uneven access to low carbon options slows adoption, while smart mobility models risk being perceived as urban-centric and inaccessible.

OEMs and mobility providers face higher exposure to consumer protection, product safety and communications risk as cost of ownership models evolve and customers challenge affordability, performance and sustainability claims.

Adoption grows but remains uneven, with confidence constrained by inconsistent infrastructure availability and the coexistence of competing vehicle and charging standards.

Mobility services and OEM offerings depend more heavily on robust contracting and governance around data use, service reliability, safety assurance and customer redress in a mixed market.

Lower energy bills and more coherent infrastructure supports broader adoption of low carbon mobility and associated services, improving market confidence.

OEMs, logistics operators and mobility platforms can scale new models more quickly where privacy, safety and substantiation controls are designed in from the outset rather than retrofitted.

What this means for mobility, manufacturing & logistics leaders

Transition risk has deep implications for capital allocation, supply chain strategy, infrastructure investment and commercial models across mobility, manufacturing and logistics. Across these sectors, transition risk is shaped by the gap between policy ambition and delivery capability. Even where direction is clear, delays in infrastructure, resource availability and behavioural change can materially affect outcomes for the sector.

The main lesson for mobility, manufacturing and logistics businesses is that infrastructure readiness, resource resilience and customer confidence are becoming connected. The future of mobility is no longer just a vehicle or fuel choice. It depends on charging access, grid capacity, route reliability, supplier obligations, technology standards and cost of ownership. Similarly, supply chain and resource pressures are no longer background operational risks. They shape procurement strategy, product design, business continuity planning, customer affordability, contractual exposure and the ability to prove that lower carbon products and services are credible in practice. For leadership teams, scenario analysis is no longer a reporting tool. It is a strategic capability that helps organisations:

test the resilience of operational and supply chain models under different energy, policy and technology conditions
prioritise investment across electrification, infrastructure and circular supply chains
identify where transition exposure is highest across assets, geographies and customer segments
position for growth in emerging markets such as low carbon manufacturing, smart logistics and mobility as a service

Scenario analysis provides a practical way to navigate this uncertainty. By exploring how transport systems, industrial processes and supply chains evolve across different pathways, organisations can make more informed decisions on where to deploy capital, how to redesign operations and how to build resilient systems that remain viable as the transition accelerates.

style

single-column-text

/content/shoosmiths/all-experience-fragments/sustainability-blog

]]>

Understanding transition risk in financial services

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:3b2c460c-10a6-4cdf-a642-3fa9db43c85a/as/Financial-services.avif?assetname=Financial-services.jpg

article | 8 min read

Understanding transition risk in financial services

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Published: 5 August 2026
Author: Max Finney

/content/dam/shoosmiths/lawyers/max-finney/profile

false

style

single-column-text

What is climate scenario modelling – and why use it?

style

single-column-text

The three scenarios used

1. Business as Usual (BAU)

No major policy changes beyond current commitments. This represents the slowest pace of decarbonisation and the highest level of sustained climate risk.

2. Moderate Ambition

Some policy progress, but behaviour change and infrastructure deployment lag behind net zero pathways.

3. 1.5°C Aligned (Balanced Pathway)

Policy and behaviour change keep pace with net zero goals. This scenario delivers the most resilient and lowest‑carbon future.

false

What are the material transition risks and opportunities for financial services?

Short term (to 2030)

Key risks

energy cost volatility: Continued reliance on fossil fuels keeps energy costs high in Business as Usual and Moderate Ambition scenarios, raising operational costs across digital infrastructure and financial institutions. For financial services, sustained energy volatility directly affects the cost base of offices, trading floors and data‑intensive activities such as payments processing, cloud services and AI‑enabled analytics
infrastructure constraints: Power grid capacity and water stress risks limiting the growth of data centres, slowing the deployment of digital finance and AI‑driven services. This creates a material risk for financial services firms that rely on secure, scalable digital infrastructure to deliver core services, manage risk models and meet client expectations
climate‑related disruption: More frequent storms and heatwaves cause outages to energy, transport and digital systems, affecting financial system resilience. For banks, insurers and asset managers, this increases operational resilience risk and can disrupt service continuity, transaction processing and client access
reputational pressure: Slower decarbonisation damages the UK's standing as a global green finance centre. Financial services firms face heightened reputational and conduct risk if clients, investors or regulators perceive misalignment with net zero ambitions.

Opportunities

early investment in nature‑based solutions, digital resilience and AI for climate analytics creates opportunities to develop new advisory services, financing products and risk tools that support clients’ transition plans
growing demand for sustainable finance instruments and climate‑aligned investment products supports revenue growth in areas such as green bonds, transition finance, sustainability‑linked lending and climate‑focused funds.

Medium term (to 2040)

Key risks

misaligned investment flows: Delays in grid upgrades and sustained fossil fuel infrastructure shift capital away from the UK. This increases market and portfolio risk as capital reallocates across geographies and sectors perceived as more transition‑ready
regulatory tightening: More stringent disclosure and transition planning requirements increase operational and legal risk for firms slow to adapt. Greater scrutiny of governance, climate claims and fiduciary duties linked to climate‑related financial risk create additional administrative burden and exposure to fines and enforcement for non-compliance
technology bottlenecks: Without rapid electrification, both BAU and Moderate Ambition scenarios limit fintech growth and reduce competitiveness. This constrains innovation in financial services, particularly in digital payments, data‑driven credit assessment and AI‑enabled compliance tools
water scarcity: Competition for water between housing, industry and digital infrastructure constrains development in all sectors. This translates into location risk for data centres and increased due diligence requirements on financed assets, increasing the burden of administration and therefore timelines of deals.

Opportunities

financial innovation to support hydrogen, carbon capture, battery recycling and critical minerals markets. Those firms that are well placed to structure, finance and insure the infrastructure and technologies required for a net zero economy stand to gain significant market share and revenue
client demand for transition planning, portfolio decarbonisation and climate risk advisory services strengthens the strategic role of financial services as enablers of credible transition pathways across the real economy

Long term (to 2050)

Key risks

systemic market disruption: In BAU, sustained vulnerability across energy, transport and water systems affects asset values, risk modelling and lending decisions. This raises systemic financial risk and challenges traditional approaches to credit, insurance pricing and capital allocation. Disruption to established processes result in exposure to volatile markets and increased cost for development of new models
digital inequality: Rapid digitalisation without resilience measures risks excluding vulnerable groups and exposing them to cyber threats. Conduct, consumer duty and reputational risks for financial services providers increase exponentially reliant on digital‑first delivery models
stranded assets: Retained fossil fuel infrastructure increases long‑term exposure to devaluation and transition cost shocks. Banks, insurers and investors face heightened balance sheet risk if transition exposure is not actively managed.

Long‑term opportunities

a fully decarbonised grid in the 1.5°C scenario reduces energy prices and unlocks scalable deployment of data‑centric financial services. Long‑term operational resilience and growth in digital, data‑intensive financial products supports operation resilience and investment opportunities
mature supply chains for renewables, battery technology and natural capital markets create new investment avenues, with financial services playing a central role in mobilising capital and shaping these emerging markets
inclusive and just‑transition strategies strengthen customer trust and market resilience through a wider, more diverse range of participants in the economy, increasing the pool of talent for firms to recruit from and investment opportunities in entrepreneurs and SMEs

How risks and opportunities vary across the three climate scenarios

THEME

BUSINESS AS USUAL

MODERATE AMBITION

1.5°C ALIGNED

Energy

High and volatile power prices driven by continued fossil fuel reliance increase operating costs for business.

Grid constraints limit data centre expansion, slowing AI, cloud migration and fintech innovation.

Partial grid decarbonisation reduces some volatility but continued gas reliance keeps prices elevated.

Data centre growth constrained in some regions, creating uneven access to digital capacity.

Fully decarbonised, resilient grid delivers more stable energy prices.

Scalable, low carbon power enables data centre expansion, advanced analytics, AI deployment.

Technology

Limited data centre capacity and infrastructure disruption from extreme weather reduce system resilience.

Slower AI adoption constrains risk modelling, climate analytics and innovation.

Regional disparities in digital infrastructure persist, limiting rollout of digital innovations.

Improved but uneven digital infrastructure supports growth in core systems, but power and water constraints limit advanced AI use.

Cyber resilience and redundancy require higher ongoing investment due to extreme weather and uneven policy implementation.

Reliable, low carbon digital infrastructure supports widespread AI, real time climate risk assessment and fintech growth.

Higher system resilience reduces outage risk and improves customer trust and adoption.

Policy and Legal

Weak and inconsistent policy signals reduce investor confidence in UK sustainable finance.

Regulatory change is reactive and frequent, increasing compliance complexity and cost without clear long-term direction.

Clearer direction than BAU but continued policy uncertainty increases regulatory burden.

Firms face overlapping reporting, transition planning and supervisory expectations across regimes.

Increase in transparency requirements exposes firms to increased stakeholder pressure and reputational risk.

Clear, stable and credible policy framework aligned to net zero supports long term capital allocation.

Strong cross-border regulatory certainty accelerates green finance, transition products and innovation.

Significant increase in transparency and compliance requirements result in potential cost to do business, despite assumed AI efficiency gains.

Reputation

UK loses leadership position as a global green finance centre.

Firms face reputational risk from perceived misalignment with climate goals and reduced international competitiveness.

Reputation risks remain if progress is seen as too slow or inconsistent.

Competitive pressure increases from jurisdictions with clearer net zero delivery.

Reputation strengthened through credible net zero alignment, resilient infrastructure and leadership in sustainable and transition finance, reinforcing the UK’s global standing as a global hub for green finance.

Communities and Consumers

Higher energy and insurance costs disproportionately affect vulnerable customers, increasing credit, affordability and conduct risks for financial institutions.

Faster change creates transition risk for some customers and SMEs if support mechanisms lag.

Financial inclusion challenges persist for digitally excluded groups.

More inclusive transition supported by coordinated policy and investment.

Lower system costs and better digital access improve financial inclusion and resilience for households and businesses.

What this means for financial services leaders

Climate transition risk has deep implications for capital allocation, operational resilience, digital strategy and consumer outcomes across financial services. For GCs, sustainability heads and leaders across the business, scenario analysis is becoming more than a reporting exercise, it is a strategic tool to understand potential futures and ensure the business is fit for purpose beyond the next reporting cycle.

Organisations can use scenario analysis for a host of reasons including, but not limited too:

identify where transition exposure is highest across markets and portfolios
build resilience into operational, legal and governance frameworks
position for opportunities in emerging low‑carbon and nature‑based markets

Within financial services, transition risk is generally more advanced than in many other sectors, a development largely attributed to legislation like TCFD. Yet, despite this progress, actions remain insufficient; global financed emissions continue to rise even as investment intensity decreases. As regulators increasingly demand credible transition pathways instead of simply setting long-term targets, investors and NGOs are paying closer attention to the gap between stated commitments and actual capital flows. The risks linked to litigation, greenwashing, and fiduciary duty are escalating when disclosures and strategies fail to align, making it more important than ever for institutions to ensure consistency. Moreover, trends in financed emissions now directly influence transition risk assessments, stress testing, and capital adequacy discussions, reflecting their growing significance in the industry.

Given the increased scrutiny on transition risk, scenario analysis emerges as a critical strategic tool for financial services leaders. By systematically exploring a range of possible futures, organisations can proactively identify and mitigate the risks of higher costs, reduced access for vulnerable groups, and operational disruption during periods of rapid change. Considering the volatility of the geopolitical situation in many regions, this more fluid approach enables firms to take a more holistic and balanced approach to climate risks and opportunities. This approach not only supports compliance with regulatory demands for credible transition plans, but also enables firms to align their capital allocation and operational strategies with a more inclusive and resilient transition, thereby reducing exposure to litigation and reputational damage from greenwashing or unfulfilled commitments.

style

single-column-text

/content/shoosmiths/all-experience-fragments/sustainability-blog

]]>

Understanding transition risk in energy & infrastructure

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:1ce1b84e-8cd4-4e9a-a49b-9045cd94d610/as/Energy-and-infrastrucure.avif?assetname=Energy-and-infrastrucure.jpg

article | 6 min read

Understanding transition risk in energy & infrastructure

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Published: 5 August 2026
Author: Max Finney

/content/dam/shoosmiths/lawyers/max-finney/profile

false

style

single-column-text

What is climate scenario modelling – and why use it?

style

single-column-text

The three scenarios used

1. Business as Usual (BAU)

No major policy changes beyond current commitments. This represents the slowest pace of decarbonisation and the highest level of sustained climate risk.

2. Moderate Ambition

Some policy progress, but behaviour change and infrastructure deployment lag behind net zero pathways.

3. 1.5°C Aligned (Balanced Pathway)

Policy and behaviour change keep pace with net zero goals. This scenario delivers the most resilient and lowest‑carbon future.

false

What are the material transition risks and opportunities for energy & infrastructure?

Short term (to 2030)

Key risks

energy price volatility and fossil fuel dependency: Electricity prices remain closely linked to global oil and gas markets, increasing uncertainty for project economics and route to market decisions
grid constraints and connection delays: Limited network capacity slows the deployment of renewable and hybrid energy projects and restricts growth in energy-intensive infrastructure such as data centres
policy and route to market uncertainty: Evolving UK policy frameworks create complexity for PPAs, pricing models and long-term revenue certainty
water stress and system competition: Competing demand between power generation, hydrogen production and data centres places pressure on water infrastructure and planning decisions
supply chain disruption and critical minerals pressure: Early-stage electrification drives demand for critical materials, increasing cost volatility and delivery risk

Opportunities

scaling hybrid clean energy development: Integrated generation, storage and flexible assets improve resilience and commercial performance
expansion of PPAs and structured revenue models: Growing demand for long-term power agreements creates opportunities for innovation in route to market
increased infrastructure investment activity: Strong capital flows into clean energy and infrastructure support project development and pipeline growth

Medium term (to 2040)

Key risks

misaligned energy system investment: Continued reliance on fossil fuel infrastructure slows the benefits of renewable deployment and increases transition cost
network capacity and electrification constraints: Demand from transport, buildings and industry places sustained pressure on grid infrastructure
technology uncertainty across transition pathways: Competing roles for hydrogen, carbon capture and electrification create complexity for long-term investment decisions
rising capital costs and financing complexity: Projects become more capital intensive, requiring more sophisticated funding structures and increasing execution risk

Opportunities

expansion of E&I finance capability: More complex financing structures, including debt and blended capital, support growth in advisory and execution
heavy transport decarbonisation: Regulatory pressure on HGV emissions drives investment in electrification and alternative fuels
integrated infrastructure systems: Linking energy, transport and digital infrastructure creates more resilient and scalable project models.

Long term (to 2050)

Key risks

stranded assets in legacy infrastructure: Failure to transition away from fossil fuel assets creates long-term financial exposure
systemic infrastructure vulnerability: Underinvestment in integrated systems reduces resilience to climate and market shocks
resource constraints across water and materials: Persistent competition for key resources limits system performance and expansion

Long‑term opportunities

decarbonised and stable energy systems: Reduced reliance on fossil fuels delivers more predictable long-term pricing
leadership in next generation energy and infrastructure: Developers and investors aligned to net zero pathways are best placed to capture long-term market value
fully integrated infrastructure networks: Coordinated investment across energy, water, transport and digital systems improves resilience and efficiency

How risks and opportunities vary across the three climate scenarios

THEME

BUSINESS AS USUAL

MODERATE AMBITION

1.5°C ALIGNED

Energy

Electricity prices remain exposed to global oil and gas markets due to continued fossil fuel reliance and slower electrification of the system.

Developers, investors and energy-intensive users such as data centres face sustained cost volatility and reduced confidence in long-term PPA pricing structures.

Partial grid decarbonisation reduces some exposure to fossil fuels, but continued reliance on gas keeps prices elevated and uneven across regions.

Hybrid energy developers and investors must manage inconsistent economics across assets and geographies.

A fully decarbonised electricity system decouples pricing from fossil fuel markets and improves long-term price stability.

Clean energy developers, infrastructure investors and large energy users benefit from predictable costs and scalable low carbon power supply.

Infrastructure

Limited investment in transmission and distribution infrastructure constrains capacity and delays the connection of new energy assets.

Grid bottlenecks restrict delivery of renewable projects, hydrogen developments and data centre expansion.

Targeted infrastructure upgrades improve capacity in some locations but fail to keep pace with system-wide electrification.

Developers must navigate regional constraints and increased competition for network access.

Coordinated investment in energy networks enables large-scale integration of renewables, storage and electrified demand.

Developers, infrastructure providers and digital operators benefit from reliable, high-capacity systems that support growth across sectors.

Route to market

Uncertainty in policy frameworks and pricing mechanisms reduces the availability and effectiveness of long-term PPAs and structured revenue models.

Clean energy developers face challenges securing bankable agreements and attracting capital.

Increasing policy clarity supports growth in structured PPAs, but variations in implementation create uneven market access.

Developers and investors must tailor route to market strategies across different regions and project types.

Mature and transparent route to market mechanisms support long-term contracting and efficient pricing.

Developers, financiers and corporate offtakers benefit from stable revenue models and increased liquidity in energy markets.

Investment

Slower policy progress and infrastructure constraints reduce investor confidence and delay capital deployment into clean energy and infrastructure projects.

Financing activity remains selective, limiting growth in hybrid energy, heavy transport and emerging technologies.

Capital is deployed more actively, but investment remains focused on lower-risk or established assets due to persistent uncertainty.

Growth in E&I finance increases, but more complex projects still face constraints in securing funding.

Strong policy alignment and clear transition pathways unlock significant capital flows into clean energy and infrastructure systems.

Investors, lenders and developers are able to scale financing across renewables, transport electrification and integrated infrastructure projects.

Resources

Demand for critical minerals and water resources increases rapidly without coordinated management, leading to supply constraints and cost pressures.

Developers and infrastructure operators face delays, increased procurement risk and location constraints for projects such as hydrogen and data centres.

Improved resource management reduces some constraints, but supply chains remain under pressure from electrification demand and competing uses.

Developers and operators must actively manage sourcing strategies and project design to mitigate risk.

Circular economy approaches and diversified supply chains reduce dependence on primary materials and improve resource efficiency.

Energy and infrastructure projects are delivered with greater resilience, supported by more stable supply chains and reduced exposure to resource volatility.

What this means for energy & infrastructure leaders

Climate transition risk has deep implications for capital allocation, project delivery, system resilience and commercial models across energy and infrastructure. For developers, investors and advisers, scenario analysis is becoming more than a reporting exercise, it is a strategic tool to understand how different pathways will shape asset performance and market opportunity over time.

Within energy and infrastructure, transition risk is increasingly shaped by the interaction between policy ambition and delivery capability. Even where direction is clear, delays in grid investment, supply chain capacity and planning frameworks can materially affect outcomes for projects and portfolios. As a result, there is growing scrutiny on the credibility of delivery pathways, not just the ambition of targets.

Organisations can use scenario analysis for a host of reasons including, but not limited to:

test the resilience of revenue models, including PPAs and route to market strategies, under different pricing and policy conditions
inform investment and financing decisions across a more complex and capital-intensive pipeline of clean energy and infrastructure assets
position for opportunities in emerging markets such as hybrid energy systems, transport decarbonisation and integrated infrastructure

Given this, scenario analysis provides a practical way to navigate uncertainty. By exploring how energy systems, infrastructure investment and resource constraints evolve across different pathways, organisations can better understand the trade-offs between cost, resilience and growth. This supports more informed decisions on where to deploy capital, how to structure projects and how to build systems that remain viable as the transition accelerates.

style

single-column-text

/content/shoosmiths/all-experience-fragments/sustainability-blog

]]>

Understanding transition risk in technology & AI

Thu, 6 Aug 2026 00:00:00 +0100

https://delivery-p150664-e1601913.adobeaemcloud.com/adobe/assets/urn:aaid:aem:203c1d23-6cb5-4ab0-8552-b3e213f37ab6/as/Technology-and-AI.avif?assetname=Technology-and-AI.jpg

article | 8 min read

Understanding transition risk in technology & AI

false

aiSummary

Summarise with AI

AI summary

/content/shoosmiths/index

Summarise with AI

title

true

Modal title

medium

17B078

Published: 5 August 2026
Author: Max Finney

/content/dam/shoosmiths/lawyers/max-finney/profile

false

style

single-column-text

What is climate scenario modelling – and why use it?

style

single-column-text

The three scenarios used

1. Business as Usual (BAU)

No major policy changes beyond current commitments. This represents the slowest pace of decarbonisation and the highest level of sustained climate risk.

2. Moderate Ambition

Some policy progress, but behaviour change and infrastructure deployment lag behind net zero pathways.

3. 1.5°C Aligned (Balanced Pathway)

Policy and behaviour change keep pace with net zero goals. This scenario delivers the most resilient and lowest‑carbon future.

false

What are the material transition risks and opportunities for technology & AI companies?

Our scenario analysis highlights several critical impacts of the transition to net zero across digital infrastructure, energy systems, resource use, supply chains and consumer outcomes. These evolve over time and present both challenges and opportunities for organisations operating across technology, AI, cloud services, digital infrastructure and data-intensive business models.

Short term (to 2030)

Key risks

infrastructure and energy constraints: Growth in AI and digital services increases demand for data centre capacity, but electrical grid constraints and insufficient transmission infrastructure can limit expansion and reduce processing capacity available for AI-enabled services and digital innovation.
consumer pushback: As AI becomes more embedded in everyday products and services, consumers may increasingly question whether the benefits justify the environmental and ethical trade-offs. Concerns around data centre energy and water use, privacy, bias, transparency and job impacts could slow adoption where organisations fail to show clear value, responsible governance and credible impact management.
climate-related disruption: Storms, heatwaves and wider infrastructure vulnerability increase the risk of outages affecting digital connectivity, cloud services and critical technology infrastructure, undermining reliability and resilience.
water scarcity pressures: Large-scale data centres create significant cooling requirements in some locations. Competition for water resources and increasing water stress may constrain future development and increase operating costs.
supply chain and reputational exposure: The growing demand for semiconductors, critical minerals and digital infrastructure components increases exposure to environmental and social risks within global supply chains, creating both operational and reputational challenges.

Opportunities

AI-enabled climate solutions: AI applications supporting climate adaptation, energy management, healthcare and mobility create opportunities for technology providers to support decarbonisation across the wider economy while opening new markets and revenue streams.
investment in digital resilience: Organisations that invest early in resilient digital infrastructure, cyber security, low-carbon data centres and renewable-powered services are likely to benefit from increasing demand for trusted and sustainable technology solutions, as well as resilience from energy price spikes and lower total cost of ownership for assets.

Medium term (to 2040)

Key risks

tension between AI growth and climate ambitions: As AI adoption accelerates, energy demand from data centres and digital services increases significantly. Without sufficient renewable generation and transmission upgrades, organisations face growing pressure to balance growth ambitions with climate commitments.
data centre location constraints: Water availability, grid capacity and planning restrictions increasingly influence where digital infrastructure can be developed, limiting flexibility and potentially increasing regional inequalities in digital capacity.
consumer trust and cyber risks: Greater reliance on digital services, AI and connected infrastructure increases exposure to cyber security incidents, operational disruption and loss of public trust if system resilience and protection is not maintained and consistently improved in line with best practice.
resource dependency: Continued expansion of AI, cloud computing and advanced technologies increases demand for critical minerals and specialised components, intensifying supply chain competition and scrutiny on the social and environmental impact of extracting and processing those resources.

Opportunities

low-carbon digital infrastructure: Continued global expansion of renewable electricity generation and grid decarbonisation creates favourable conditions for commercially viable sustainable AI deployment and wider green digital transformation.
advanced resource management: Growth in circular economy approaches, improved environmental management and more responsible sourcing creates opportunities to reduce supply chain risk and demonstrate leadership in sustainable technology development, utilising technology such as block chain to provide granular, reliable tracing of materials through supply chains.
expansion of AI applications: Continued deployment of AI across sectors such as healthcare, mobility, infrastructure and climate adaptation strengthens the strategic role of technology businesses in enabling an effective transition.

Long term (to 2050)

Key risks

infrastructure resilience risk: As economies become increasingly dependent on digital systems, failures in energy, water or data infrastructure create systemic risks affecting organisations, consumers and wider economic activity. Liability for this disruption is likely to fall on technology providers, increasing overheads and insurance premiums.
digital exclusion: Increased reliance on AI-enabled services may exclude vulnerable or digitally disadvantaged groups if accessibility and inclusion are not embedded into service design and delivery. Organisations that fail to embed accessibility, inclusion and human-centred design into products and services risk reputational damage, reduced customer trust and increased regulatory scrutiny.
persistent supply chain scrutiny: Expectations regarding environmental impacts, resource use and labour practices across global technology supply chains continue to intensify, increasing legal, reputational and commercial exposure.

Long‑term opportunities

Data centre expansion enabled by clean energy: In a 1.5°C aligned pathway, renewable generation and transmission investment keep pace with demand, supporting large-scale deployment of AI, cloud computing and advanced digital services.
Climate-resilient digital ecosystems: Improved infrastructure resilience, robust cyber security and reliable connectivity strengthen confidence in digital services and support sustainable economic growth.
Technology-enabled societal benefits: Mature AI solutions support healthcare, mobility, infrastructure management and resource efficiency, helping organisations create wider social value while improving competitiveness.

How risks and opportunities vary across the three climate scenarios

THEME

BUSINESS AS USUAL

MODERATE AMBITION

1.5°C ALIGNED

Digital infrastructure

Data centre growth constrained by electricity network capacity and infrastructure resilience challenges. Connectivity remains vulnerable to storms, heatwaves and outages.

Data centre development concentrated in locations with available grid capacity. Digital growth continues but is uneven across regions.

Grid and renewable investment keeps pace with demand, supporting widespread digital infrastructure growth and resilient connectivity.

Energy

Growing tension between digital sector expansion and energy system constraints. AI deployment limited by available low-carbon power.

Renewable deployment progresses but infrastructure constraints continue to influence the scale and location of technology investment.

Renewable-powered digital infrastructure supports large-scale AI deployment and sustained sector growth.

Water and resources

Water demand from data centres creates competition for resources in stressed regions. Supply chain impacts from critical minerals attract growing scrutiny.

Alternative cooling technologies and improved management reduce some resource constraints, but water and material availability remain important considerations.

Strategic spatial planning and efficient cooling technologies reduce water impacts, while stronger environmental management improves resource resilience.

Supply chains and governance

Supply chain vulnerabilities and environmental impacts create operational and reputational risks.

Polarised governance requirements across territories increase uncertainty and compliance burden, causing higher overhead costs.

Greater emphasis placed on resilient and responsible sourcing supports expanding digital infrastructure, reducing risk of supply chain shocks.

Governance ambitions remain fractured but increased alignment enables more holistic compliance approach.

Robust supply chains and stronger environmental management support sustainable industry growth and investor confidence.

Aligned regulatory environment enables long term certainty and more efficient compliance.

Consumers and society

Public concern around AI accelerates as energy demand, water use, data centre expansion and critical mineral sourcing become increasingly visible.

Trust in AI-enabled services remains fragile and adoption is uneven, particularly where organisations cannot clearly demonstrate tangible benefits or address concerns around privacy, transparency and workforce impacts

Consumers increasingly expect organisations to demonstrate responsible AI governance, transparency and measurable societal value alongside innovation.

Environmental and ethical concerns do not significantly slow adoption, but they create greater regulatory pressure, investor scrutiny and competitive differentiation between trusted and less trusted providers.

Digital infrastructure, cyber security and inclusive design support broader access to technology benefits across society.

AI applications strengthen outcomes in healthcare, mobility and other critical services.

What this means for technology & AI leaders

Transition risk has significant implications for digital infrastructure strategy, AI deployment, energy procurement, operational resilience and supply chain management across the technology sector. The pace of digitalisation increasingly depends on the availability of energy, resilient infrastructure and access to critical resources. At the same time, growing scrutiny of AI, cyber security and social inclusion means that despite the focus on growing market share, organisations must balance growth ambitions with wider environmental and societal expectations.

For technology and AI leaders, the challenge is no longer simply whether AI can be deployed at scale, but whether it can be deployed in a way that customers, regulators, investors and communities are willing to support. Access to low-carbon energy, water availability, digital infrastructure resilience and responsible supply chains are becoming increasingly important determinants of growth. Equally, public trust is emerging as a critical business asset. Organisations that cannot clearly demonstrate the value of AI, while addressing concerns around privacy, transparency, workforce impacts and environmental footprint, may find adoption slows despite strong underlying demand.

Scenario analysis provides a practical way to test these future challenges before they materialise. It can help organisations:

understand where energy, water and infrastructure constraints could limit future growth and innovation
identify vulnerabilities within digital infrastructure, supply chains and critical resource dependencies
assess how changing stakeholder expectations, regulation and consumer trust could affect adoption of AI-enabled products and services
build more resilient, transparent and trusted approaches to AI deployment
identify opportunities linked to digital resilience, climate adaptation and technology-enabled decarbonisation

The technology organisations most likely to succeed will be those that recognise trust and resilience as competitive advantages, not compliance obligations. As AI becomes increasingly central to economic activity, market leadership will be shaped not only by technical capability, but also by an organisation's ability to secure the energy, infrastructure, resources and public confidence needed to scale responsibly. Those that can demonstrate clear societal value, strong governance and responsible innovation will be better positioned to attract customers, investment and long-term growth.

style

single-column-text

/content/shoosmiths/all-experience-fragments/sustainability-blog

]]>

Full Feed

Shoosmiths advises Investec on a London PBSA financing

Shoosmiths has advised Investec on its financing of a purpose-built student accommodation (PBSA) in London.

Shoosmiths advises TMA on Magnesium Capital investment

Shoosmiths has advised the selling shareholders and management of TMA, a leading UK-based energy data collection and aggregation business, on a private equity investment from Magnesium Capital.

Modern slavery reporting: Are you ready for tougher rules?

Introduced into the House of Commons on 30 June 2026, the Immigration and Asylum Bill 2026 (the Bill) looks set to significantly overhaul the UK's corporate modern slavery reporting regime.

The current reporting framework under the Modern Slavery Act 2015

Mandatory reporting under the Immigration and Asylum Bill 2026

Financial penalties

Increased governance and accountability

Preparing for the proposed reforms

Steps organisations can take now

Key takeaways

Further information

New Express Market route widens AIM’s appeal for overseas companies

The revised AIM Rules expand the pool of international issuers able to consider a more proportionate route to London’s growth market.

What has changed?

Who can benefit from the AIM Express Market route?

Eligibility does not guarantee admission

Will an express applicant need an AIM admission document?

A new route for dual-market applicants

Why AIM remains attractive

Which companies should be considering AIM?

Part of a wider package of reform

Time to revisit AIM?

Supreme Court upholds Right to Manage claim despite procedural breach

Readers with an interest in leasehold management will be aware of the long-running dispute in Avon Freeholds Ltd v Cresta Court E RTM Co Ltd where a freeholder challenged the validity of an RTM notice on the basis of a procedural irregularity.

Background

Supreme Court decision

Comment

The return of venture discipline: what deal terms reveal beneath the funding rebound

Market trends emerging from Shoosmiths' deal data

How this compares with the wider market

What happens next?

Shoosmiths advises on Labyrinth Laboratories strategic partnership

Shoosmiths advises AVK on £1bn Partners Group investment

Shoosmiths bolsters digital regulation offering with new partner hire

Shoosmiths is pleased to announce the hire of Oscar Tang as a Partner, within the firm's Privacy & Data team, part of Shoosmiths’ market-leading Commercial Group. He will split his time between the firm’s London and Brussels offices.

Shoosmiths advises on strategic restructure of car park portfolio following NCP collapse

Shoosmiths has advised Lysara on the restructure of its UK car park portfolio following the administration of National Car Parks Limited (NCP), delivering a complex, multi-disciplinary transaction involving 30 sites across the UK.

Shoosmiths advises Livingbridge on Hg's investment in Nourish Care

Shoosmiths advises shareholder of Phoenix ME on investment by H.I.G. Capital

Shoosmiths has advised the shareholder of Phoenix ME Limited (“Phoenix ME”), a leading provider of integrated mechanical and electrical engineering system design, installation and commissioning services, on an investment by H.I.G. Capital, a global alternative assets investment firm.

Consultation on the withholding tax regime: What you need to know

Background

The current system

A move towards borrower ‘self-assessment’?

Concessionary treatment where things have gone wrong

Conclusion

Technology team contributes to Legal 500 Comparative Guides

Artificial Intelligence Guide

Technology, Media & Telecommunications Guide

Continuing to shape the conversation

New AIM rules (August 2026)

1. Admission process simplified

Working capital statements abolished

Incorporation by reference permitted

Accounting flexibility

2. Capital access windows

3. Transaction rules modernised

Reverse takeovers narrowed

Substantial transaction threshold increased

Related party transactions

4. Ongoing Developments

5. Special voting shares permitted

6. Corporate governance

7. Express market admission route

Working Load Limit: can your supply contracts carry market forces?

The consumer and retail sector has faced relentless strain in recent years. How can in house legal teams ensure supply chain contracts are both robust and flexible enough for their business to thrive in the current - and future - commercial landscape?

1. Price review clauses: Certainty and flexibility

2. Force majeure: The clause is only the starting point

3. Termination rights: Commercial urgency and legal entitlement

4. Limitation of liability: Understanding the real value of the dispute

5. Change control: Today’s solution can become tomorrow’s dispute

6. Notice provisions: Small details with significant consequences

7. Evidence: The contract is only half of the story

Looking ahead

Payment Innovators Network podcast by Shoosmiths: Ep1 with Richard Ambrose

Rich Ambrose CEO of Wealthify is our guest on the Payment Innovators Network Podcast. Richard shares his background in the payments industry and his journey from eBay to Wealthify.