Publications

OFAC’s General License X and the easing of Iran energy sanctions

Wed, 24 Jun 2026 11:00:00 +00:00

On June 22, 2026, the US Treasury Department’s Office of Foreign Assets Control (OFAC) issued General License (GL) X, providing substantive, but temporary, sanctions relief for Iran’s energy sector for the first time since 2016, when OFAC implemented the US-Iran Joint Comprehensive Plan of Action (JCPOA).

Scope of GL X

Subject to terms and limitations, GL X authorizes US and non-US persons to engage in transactions that are ordinarily incident and necessary to the production, sale, offloading and delivery of Iranian-origin crude, petrochemicals and petroleum products (Covered Products). This authority, which expires on August 21, 2026, at 12:01 a.m. EDT, also provides authorization for:

Imports into the US of Covered Products purchased pursuant to GL X
US dollar payments to Iran, the government of Iran and certain blocked persons for the purchase of Covered Products authorized under GL X
Transactions involving certain blocked vessels, including the safe docking and anchoring of vessels carrying Covered Products; the preservation of the health or safety of the crew of any such vessel; emergency repairs or environmental mitigation or protection activities relating to any such vessel or to Covered Products held in storage and services such as vessel management, crewing, bunkering, piloting, registration, flagging, insurance, classification and salvage.

GL X authorizes the above transactions to the extent they would otherwise be prohibited by the following sanctions authorities:

Iranian Transactions and Sanctions Regulations, 31 CFR Part 560, as well as OFAC regulations at Parts 544, 561, 587, 589 and 594
Executive orders 13846, 13876, 13902 and 3949

Notably, the list above includes two Russia-related sanctions authorities (31 CFR Parts 587 and 589). The inclusion of Part 587 reflects the significant overlap between Iranian and Russian sanctions networks, as many parties in Iran’s energy sector were simultaneously designated under both Iran and Russia-related authorities due to their participation in overlapping evasion networks. The inclusion of Part 589 reflects the fact that authorized delivery transactions may involve Russian ports, energy companies or other persons otherwise subject to Ukraine- and Russia-related sanctions authorities.

Limitations

Parties contemplating transactions pursuant to GL X should carefully consider the following:

EU and UK sanctions remain in effect at the time of this writing and may be applicable to transactions authorized under GL X. Accordingly, challenges may arise regarding insurance, financial services, logistics and other services.
Parties may be subject to restrictive sanctions clauses imposed by financial institutions, charterparties and other agreements.
GL X provides only temporary sanctions relief. While more permanent relief is expected if the ongoing negotiations between the US and Iran are successful, it is possible GL X could be revoked before its August 21, 2026 expiration date if negotiations fall apart. This contingency should be addressed in relevant contracts, both regarding the assignment of risk and setting realistic timelines for performance of all relevant transactions and activities.

GL X does not authorize:

Transactions involving persons located or organized in North Korea, Cuba, Crimea, Luhansk People’s Republic or Donetsk People’s Republic, or any entity that is owned or controlled by or in a joint venture with such persons
Transactions prohibited by executive orders or OFAC regulations beyond those addressed by GL X (listed above), such as the Iranian Assets Control Regulations at 31 CFR Part 535

If you have any questions about the scope of GL X or related issues under US, EU or UK sanctions, please contact a member of the International Trade practice at Squire Patton Boggs.

Global snapshot – Hot employment law topics for 2026: Midyear update

Wed, 24 Jun 2026 10:25:59 +00:00

We know that for many of our clients and contacts with a multijurisdictional mandate, horizon-scanning and trend spotting is critical to allow for forward planning and to avoid surprises.

With this in mind, at the start of this year, we asked the partners across our global Labour & Employment Practice to identify the key employment law topics for 2026 in their respective jurisdictions. Six months on, we thought it would be useful to provide a “midyear update”, as we are aware that, in certain jurisdictions, there have been further legislative developments, which mean there are new issues for businesses to be aware of. We also wanted to share some of the global employment law trends and themes we have been discussing in our recent conversations with in-house employment counsel and HR professionals in global businesses.

Pensions weekly update: 24 June 2026

Wed, 24 Jun 2026 09:00:00 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

The Pensions Dashboards Programme (PDP) has issued a response to its consultation on proposals to update the reporting standards to implement routine daily reporting of data to the Money and Pensions Service (MaPS) via an application programming interface. The proposed implementation date of 30 November 2026 will be pushed back to 1 March 2027, in response to industry concerns that the original date is not universally achievable. However, directly connected organisations that have not been able to implement daily reporting will be required to undertake some manual reporting from Autumn 2026, to ensure that information is flowing through to MaPS and regulators at the earliest opportunity.
The Pensions Administration Standards Association (PASA) has issued guidance to support trustees, administrators and others with monitoring ongoing dashboards compliance across the core areas of data matching, pension information provision and connection performance. PASA has also issued a short note covering the treatment of survivor benefit indicators within dashboards value data, to support consistent interpretation across schemes and providers. Separately the Local Government Pension Scheme has issued an updated before and after connection guide for administering authorities.
In our update on 25 June 2025, we noted that HM Revenue & Customs (HMRC) had published a policy paper relating to the deduction of value added tax (VAT) by employers on the management of pension fund assets. Our update contained some background information generally in relation to the treatment of VAT and defined benefit (DB) occupational pension schemes. HMRC has now updated guidance in its internal tax manual to expand on the policy set out in the 2025 paper. Paragraph VIT44650 states that input tax incurred by an employer on services provided in relation to its funded occupational pension scheme will be the employer’s input tax. This input tax is considered an overhead, as it is directly linked to the employer’s business as a whole. HMRC says that it is therefore recoverable in full, subject to any partial exemption restrictions. This treatment is the same whether the costs incurred relate to administration or management of the scheme’s investments. However, the manual goes on to require that employers contract directly with a provider of fund management services (usually evidenced by an invoice) or, if the services are provided to the trustees, who are invoiced, the trustees must make a taxable charge to the employer for their services of running the scheme on the employer’s behalf. The employer will then be able to deduct input tax on this charge. Alternatively, a corporate trustee of an occupational pension scheme can VAT group with an employer, subject to certain conditions. DB trustees and employers may therefore wish to review how they currently deal with the deduction of VAT. In relation to defined contribution (DC) schemes, the manual notes that many investment and administration services will be exempt. Guidance on determining whether this applies in any specific case can be found in VATFIN5350.
The Pensions Regulator (TPR) has published a blog by executive director of market oversight, Ben Gunnee, in which the potential for further innovation in the DB landscape and TPR’s expectations of trustees are discussed. The blog focuses on a flexible apportionment arrangement that occurred in December 2025, that caused interest in the industry because it was not implemented as part of a wider corporate restructuring, but as a means of simply transferring a scheme to a different sponsor. The blog notes that the trustees of the scheme in question consulted TPR, and took appropriate advice. The circumstances were unusual and innovative and allowed the trustees to pay an immediate uplift to benefits, along with the potential to share ongoing surplus between the members and the new sponsor, rather than paying a premium to buyout benefits with an insurer. Pending consultation by the government on the use of flexible apportionment arrangements, TPR expects any other schemes looking at innovative endgame options to consult with TPR in the first instance.
In this LinkedIn post, Matthew Giles shares his thoughts on whether the imposition of a robot tax is on the cards for those in the pensions industry.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

Key priorities for legal leaders

Tue, 23 Jun 2026 10:36:12 +00:00

We were delighted to be Gold Sponsors of the recent Association of Corporate Counsel (ACC) Europe Annual Conference, which brought together senior legal leaders from across the region to discuss the evolving role of the in-house function in an increasingly complex environment.

The opening keynote session was led by Jason L Brown, president and CEO of the global ACC, alongside Dave Hart, head of legal affairs for Europe and Latin America at Ericsson and president of the European chapter. Their discussion set the tone for the conference, focusing on the key priorities for general counsel (GCs) and chief legal officers (CLOs) today.

Executive leadership in strategic decisions

GCs and CLOs are now part of core business decision-making. They are not only advisers but contributors to strategy, shaping direction at the highest level.

1. The key issues

Geopolitical risk is the primary concern

Geopolitical risk has become the leading issue, especially in Europe, where it is seen as three times more important than in other regions.
It is no longer a simple east versus west picture. The landscape is more complex and constantly shifting.
Legal teams are now at the centre of organisational response during periods of instability.

Technology and AI cannot be ignored

There is a clear risk of organisations falling behind if they do not keep pace with technology.
AI is a critical area where GCs have an opportunity to adapt and lead change. This is not a future issue; it is current and evolving quickly.
A recent CLO survey showed 63% reported no impact on staffing yet. This suggests change is coming, but many teams have not yet adjusted.

2. The pace of regulatory change

Regulation is moving quickly and becoming more complex.
GCs and CLOs must step up as trusted advisers to the C-suite, providing clear guidance and insight. This role is moving to the next level, beyond pure legal interpretation.

3. Crisis management (shaped by geopolitics)

Organisations need structured crisis management approaches for unforeseen events.

Key actions include:

Developing a clear crisis playbook
Defining how legal supports during a crisis
Positioning legal at the centre as coordinator and project lead
Regularly updating and refining the playbook

There is also value in practical testing:

Bringing executive teams together
Running scenario based exercises
Learning from past events such as the COVID-19 period

4. The shift in the role of legal: From transactional to strategic

There is a move away from purely transactional relationships.

Legal teams are more effective when they:

Engage early in business decisions
Understand operations deeply
Contribute to competitive advantage

GCs should be involved at the start of strategy, not only as a support function.

5. Rethinking risk

Risk assessment must be more creative.
It is not only about mitigation, but also about identifying opportunity and competitive advantage linked to risk decisions.

6. Addressing misconceptions

The perception of legal as the function that says no must change.
The GC should act as the conscience of the organisation, guiding decisions rather than blocking them.

7. Importance of peer networks

The GC role can be a lonely one, particularly given the weight of geopolitical risk and executive responsibility.
Building strong peer networks is essential. Sharing experience, learning from others and exchanging best practice helps to:
- Drive innovation
- Improve decision making
- Strengthen resilience

Summary

The role of the GC and CLO is expanding in both scope and influence.

Success will depend on the ability to:

Navigate geopolitical complexity
Lead on technology and AI
Redefine partnerships with external counsel
Act as a strategic voice at the centre of the business

Legal is no longer just there to protect the organisation. It is there to shape its future.

To find out how we can support you in navigating these evolving challenges, or to learn more about our global legal leadership programmes, events, and network, please do get in touch. We would welcome the opportunity to partner with you as you shape the future of your legal function and strengthen your impact within your business.

Employment issues in M&A transactions in Australia: Common red flags for buyers to be aware of

Mon, 22 Jun 2026 10:12:31 +00:00

In Australia, employment-related issues are becoming increasingly important for buyers in M&A transactions – and not only in the due diligence stage, but also in the negotiation of transaction documents (particularly in the warranties and indemnities) and post-completion items.

The employment landscape in Australia is complex, heavily regulated and constantly evolving. When employers are noncompliant (even inadvertently), it can give rise to serious legal, commercial and/or reputational risks. In such an environment, employment due diligence is no longer just a “box-ticking” exercise, and it is important that buyers “look under the hood” to better understand what workforce risks may need to be identified and addressed as part of the transaction, and proactively managed post-completion, to achieve a sustainable and successful business.

The risks that could become relevant for the buyer will depend on the type of transaction (i.e. whether it is an asset purchase, a share purchase, or a combination of both). This article explores some of the common red flags that buyers need to be aware of.

From listing to interdiction

Wed, 17 Jun 2026 16:33:00 +00:00

On 16 June 2026, as the prime minister attended the G7 summit, the UK announced a major new package under the Russia sanctions regime: 70 additions to the UK Sanctions List, running from RUS3620 to RUS3689, directed at Russia’s ageing “shadow fleet”, its military-procurement supply chains and the illicit-finance networks used to circumvent Western sanctions.

The headline figure is best understood as a bundle of two different legal instruments: 43 newly designated persons and entities subject to asset-freeze and related restrictions, and 27 newly specified ships subject to ship-specific transport and trade sanctions. The package is the most visible element of a wider shift. Over the preceding month the UK had quietly assembled the legal machinery for active enforcement at sea, and two days before the package it used that machinery for the first time, boarding and detaining the tanker SMYRTOS in the English Channel. Read together, the enabling powers, the operation and the new designations show the UK moving from passive listing towards an active, repeatable interdiction posture.¹

Background

The Foreign, Commonwealth and Development Office (FCDO) sanctions notice records the 70 additions, while the government frames the action as choking off Russia’s war effort across multiple fronts. The package targets more than 20 oil tankers using powers enhanced the previous month, together with several vessels linked to Russian liquefied natural gas (LNG); on the government’s own account, the UK has now sanctioned more than 600 shadow-fleet and Russian LNG vessels, and almost 500 individuals, entities and ships under the Russia regime in 2026 alone. Alongside the maritime measures it exposes a military-intelligence procurement network centred on the alleged Main Directorate of the General Staff of the Armed Forces of the Russian Federation (GRU) front company LLC Neptune Co Ltd, designating three connected companies and 10 individuals identified as GRU officers, and reaches third-country suppliers of military and dual-use goods in China, Thailand and Türkiye, together with banks and alternative finance facilitators linked to the so-called A7 circumvention infrastructure.²

The design is deliberately systemic. Shadow-fleet activity depends not only on vessels, but on beneficial owners, managers, bunkering, insurance, crew, port and anchorage services, finance and documentation. Russian military procurement depends on front companies, logistics, third-country suppliers, payment rails and human procurement officers. The designations map onto those dependencies rather than naming assets in isolation, and a significant share of the targets sit outside Russia, in China and Hong Kong, Thailand, Türkiye, Laos and Nigeria. The sections that follow explain the distinction between designated persons and specified ships, the powers and the Office of Financial Sanctions Implementation (OFSI) licence that together made an interdiction executable, the SMYRTOS operation that drew on them, and the compliance implications for maritime, finance and trade businesses.

Read our full PDF insight

The Supreme Court ends the challenge to the executive branch’s authority to modify Section 301 tariffs

Wed, 17 Jun 2026 12:03:41 +00:00

On June 15, 2026, the US Supreme Court denied the petition for the writ of certiorari filed by HMTX Industries, LLC to challenge the Office of the US Trade Representative’s (USTR) authority under Section 307 of the Tariff Act of 1974 to modify existing Section 301 tariffs.

Most immediately, the US Supreme Court’s denial of the petition marks the end of the efforts from importers to force USTR to rollback its List 3 and List 4A modifications of the initial Section 301 tariffs levied on China after the conclusion of its Section 301 investigation. More broadly, it ends what has been a years-long effort by importers that may have resulted in some guardrails on the president’s Section 301 tariff authorities.

Background of the Section 301 tariff litigation

In August 2017, during President Donald Trump’s first term, USTR launched a Section 301 investigation into China’s trade practices that concluded in March 2018, and resulted in the imposition of 25% tariffs on a variety of goods included in List 1 and List 2 created by USTR as in the remedy stage.
Following Chinese retaliation in response to the initial Section 301 tariffs, USTR announced modifications to the initial Section 301 tariffs via release of List 3 and List 4A effective in 2018 and 2019, respectively. List 3 and List 4A included new tariffs on a variety of goods that were different than those on List 1 and List 2.
The imposition of the additional tariffs led thousands of importers to file lawsuits at the Court of International Trade (CIT) in 2020 to challenge (1) the use of Section 301 in response to China’s retaliatory tariffs, and (2) USTR’s modification of the initial Section 301 tariffs by expanding the universe of goods subject to the tariffs.
After a procedural victory for the petitioners in 2022, the CIT ruled in favor of the government in 2023, upholding the List 3 and List 4A tariffs as lawful exercises of authority under Section 301.
In 2025, importers escalated the litigation by filing an appeal to the US Court of Appeals for the Federal Circuit. The petitioners failed to convince the court that USTR’s authority to modify Section 301 tariffs pursuant to Section 307 is limited to modest adjustments, rather than entirely new tariffs. The US Court of Appeals for the Federal Circuit upheld List 3 and List 4A tariffs in full. The plaintiffs subsequently filed a writ of certiorari seeking Supreme Court review of the appeals court’s decision.

Impact on importers

With the US Supreme Court’s denial to hear the petitioner’s case, the appellate path for importers to challenge these Section 301 tariffs is exhausted and the decision by the US Court of Appeals for the Federal Circuit stands. As a result, the Section 301 tariffs are upheld, the government can continue to collect them and the government will not have to refund importers for duties paid.

All consolidated cases filed by thousands of importers after HMTX Industries, LLC will either be dismissed or decided in accordance with the precedent set by the US Court of Appeals for the Federal Circuit.

Importers can expect that with the courts’ blessing of the government’s broad interpretation of the modification authority under Section 307, USTR may decide to impose additional tariffs with respect to this Section 301 investigation and others in the future.

Next steps

In the short-term, importers should focus on optimizing operational and compliance strategies, such as supply chain reviews and adjustments, as well as tariff mitigation via robust tariff classification and country of origin analyses of their products. Importers can potentially reduce their tariff liability if products are sourced from outside of China, and ensure that the correct tariff classification and country of origin of their products are declared at entry.

Looking ahead, importers can participate in USTR’s periodic reviews of imposed Section 301 tariffs. By statute, the Section 301 tariffs expire after four years unless an interested party requests their continuation. At that time, importers can submit comments to advocate for their termination. Outside of the statutory timeline, USTR may launch periodic reviews in response ongoing or new trade issues and hold public hearings where importers can further argue that the Section 301 tariffs should be abandoned. Additionally, at USTR’s discretion, importers can have opportunities to apply for product specific exclusions to reduce their duty liability. USTR recently launched the second four-year review of the Section 301 tariffs, and is currently accepting comments from interested parties on whether to continue the action. Later this year, USTR may open a second comment window focused on potential tariff modifications.

Finally, importers can engage Congress to advocate for changes in Section 301 authority or refund legislation. Importers can also engage the executive branch on ways to achieve alignment between the government’s trade policy goals and importers’ commercial realities across various tariff frameworks.

Pensions weekly update: 17 June 2026

Wed, 17 Jun 2026 09:27:47 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

The Department for Work and Pensions (DWP) has published a consultation on draft regulations that provide the detail to the release of surplus provisions contained in the Pension Schemes Act 2026. The final legislation will mean that trustees will be able to refund surplus to the employer, even if their scheme rules do not currently allow for this, subject to certain conditions being met. Before exercising the power to release surplus, trustees will need to check their scheme rules to see if they need to use the new power to modify their rules. This power is expected to be in force alongside the draft regulations in April 2027. The draft regulations set out the full process for making a refund of surplus to the employer. Trustees will be able to release surplus to the employer if the scheme has excess funding calculated on the low dependency basis and is not in winding-up. Trustees must first obtain an actuarial assessment from the scheme actuary at an assessment date specified by the trustees. The trustees must next take advice from the actuary and consult with the employer before deciding on a provisional amount of surplus to be released, and a target date for payment. At least three months before making payment, the trustees must provide a written statement to members advising them of the amount and payment date. The actuary must then provide a certificate before payment is made that in the actuary’s opinion the scheme has surplus funding on a low dependency basis as of the date of the certificate, and the scheme is likely to be overfunded on a low dependency basis at any given time in the three years following the date of the certificate. Payment must be made within five working days of the certificate date. Within one week of making a surplus payment, certain information must be provided to The Pensions Regulator (TPR). Under the draft regulations, a section of a segregated scheme will be treated as a single scheme for the purposes of the legislation. Tax legislation will also be amended to permit authorised surplus payments to members, provided the payment is made once the member has reached their normal minimum pension age. Consultation on the draft regulations closes at 11:59 p.m. on 2 September 2026.
TPR has published a statement to support trustees and employers considering surplus release, pending more detailed guidance that will sit alongside the final form regulations. The Financial Reporting Council has said that it will publish technical actuarial guidance to assist actuaries with their obligations in connection with release of surplus, and invites stakeholders to attend a roundtable on 28 July 2026.
TPR has updated its guidance on potential remediation for past alterations to salary-related contracted-out pension schemes (also known as the “Virgin Media remedy”) to reflect the Pension Schemes Act 2026 becoming law. We remind trustees of affected schemes to add this issue to their next meeting agenda to discuss next steps. See our Pension Schemes Act 2026 publication for more information.
The evidence pack supporting the Second Pensions Commission report, Pensions 2050: evidence and future priorities has been updated with underlying data and statistics. The webpage also contains links to a two-part audio version of the full report, which lasts for a mere 14 hours.
Torsten Bell, pensions minister, has published a written statement in connection with a transaction that took place in December 2025, which used the flexible apportionment arrangement (FAA) legislation to effectively transfer the assets and liabilities of a defined benefit (DB) pension scheme to an asset manager, without going through TPR’s approval process for commercial consolidators. The pensions minister said, “whilst this transaction complied with the existing FAA mechanism it did so in a way not anticipated when the mechanism was introduced. We therefore intend to review this area of legislation to ensure the regulatory standards and safeguards evolve, and keep pace with the innovation we are seeing in the pension market.” As a consequence, the government plans to consult on whether and how the existing FAA legislation could be strengthened.
In connection with automatic enrolment, the DWP has published a call for evidence seeking views on whether the alternative benefit quality requirements for DB, hybrid and collective defined contribution (CDC) schemes are operating as intended. The closing time for contributions is 11:59 p.m. on 27 July 2026.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

Ethics under pressure: A defining challenge for legal leaders

Tue, 16 Jun 2026 16:41:57 +00:00

We were delighted to sponsor and introduce one of the most popular sessions at the recent Association of Corporate Counsel Europe Annual Conference in Copenhagen, which brought together leading voices from across the legal community to explore how ethical decision making stands up under real pressure.

The session was led by Andrea Moretti, Legal Director at eBay, alongside Casper Munch, Head of Legal and Vice President at Maersk and Alice Flacco, Group General Counsel at MicroPort Scientific MedTech Corp. Together, they led a highly engaging and interactive discussion that encouraged participants to look beyond theory and confront the realities of complex ethical dilemmas in practice.

Drawing on their experience across technology, global logistics and healthcare, the speakers shaped a conversation that reflected the growing complexity of modern legal roles. Participants were invited to test their judgement against real world scenarios, share perspectives and explore practical ways to identify risks, as well as escalate concerns and act with integrity when pressures increase.

What emerged from the session was a clear and timely message. Ethics under pressure is becoming one of the defining challenges for organisations today. When legal, ethical, commercial and human considerations do not align, in-house lawyers are increasingly required to guide decisions where there is no clear answer.

Ethical challenges rarely present themselves as simple questions of right and wrong. They arise in situations where legal compliance may be clear, but the outcome feels uncomfortable, where commercial priorities conflict with wider human impact, and where decisions must be made quickly with incomplete information. In these moments, being legally correct does not resolve the issue. It is only the starting point.

The role of legal leaders is continuing to evolve. Legal teams are no longer focused solely on compliance. They are increasingly expected to contribute to decisions that reflect organisational values, as well as long-term risks and consequences.

This requires the ability to recognise when an issue becomes ethical rather than purely legal, the confidence to challenge senior stakeholders, the judgement to balance competing interests and the courage to speak up when needed.

The discussion brought these challenges to life through real world scenarios and raised important questions about whether compliance alone is enough when outcomes are not equal.

Another example explored the tension between global company standards and local practices. This highlighted the challenge of deciding whether ethical standards should be consistent across all locations or adapted to local realities.

Across industries, a consistent pattern emerged. Ethical decisions are often made under pressure, with limited time, incomplete information and competing priorities that all have merit. There is rarely an option that is without risk. In these situations, success is not about finding a perfect answer, but about making a decision that is considered, transparent and aligned with organisational values.

The session closed with a reflection that captures the essence of the challenge. When does being legally right stop being enough. This question continues to resonate as organisations navigate an increasingly complex and high pressure environment.

Key Takeaways

Legal compliance alone is not enough. It provides a foundation, but ethical judgement must guide the final decision.
The role of legal teams is expanding. Legal leaders are expected to influence strategy and act as ethical advisors.
Most real world decisions involve trade-offs. Leaders must balance competing priorities rather than look for perfect solutions.
Tansparency and accountability are essential. Decisions should be clearly reasoned and capable of being explained.
Courage is a critical leadership skill. Speaking up and remaining aligned to values is vital under pressure.

The council’s restrictive measures of 15 June 2026 against Russia

Mon, 15 Jun 2026 15:45:00 +00:00

On 15 June 2026, the Council of the EU (Council) adopted a further set of restrictive measures in response to what it terms the Russian Federation’s (Russia’s) war of aggression against Ukraine. The measures add 34 individuals and 47 entities to the EU’s asset-freeze and travel-ban lists across three sanctions regimes, and they renew, on the Council’s annual review, the measures responding to the annexation of Crimea and the city of Sevastopol. This is not a new numbered sanctions package but a batch of fresh designations; the broader twenty-first package is still to come.¹

Background

The measures form part of the EU’s now-extensive framework of restrictive measures against Russia, which combines sectoral economic sanctions with individual and entity designations. Today’s listings fall under three distinct regimes, each with its own legal basis: the territorial-integrity regime (Regulation (EU) No 269/2014), which carries the core asset-freeze and travel-ban designations; the destabilising-activities regime (Regulation (EU) 2024/2642) and the situation-in-Russia regime (Regulation (EU) 2024/1485). All three work in the same basic way: they freeze the funds and economic resources that a listed person owns or controls, prohibit anyone from making funds or economic resources available to that person, and, for listed individuals, impose a ban on entry into or transit through the territory of the member states.²

The designations announced today take the cumulative total of persons and entities listed in response to the war to well over 2,600, and they follow the 20th package adopted on 23 April 2026, the most recent of the numbered economic packages. What matters about the present action is less its scale than its composition: instead of amending the sectoral prohibitions, it widens the designation lists across the four components the Council has identified as priorities and it reaches enablers established well beyond Russia. The analysis that follows takes each component in turn before turning to the cross-border reach that, for most operators, is the salient feature.

Read our full PDF insight

¹Council Decision (CFSP) 2026/1364 of 15 June 2026 amending Decision 2014/145/CFSP, and Council Implementing Regulation (EU) 2026/1361 of 15 June 2026 implementing Regulation (EU) No 269/2014, both concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine; vid., Council of the EU, Russia’s War of Aggression against Ukraine: New EU Sanctions Target Energy Revenues, the Military-Industrial Complex, Propaganda and Human Rights Violations (Press Release, 15 June 2026).

²Council Regulation (EU) No 269/2014 of 17 March 2014 and Council Decision 2014/145/CFSP of 17 March 2014; Council Decision (CFSP) 2024/2643 of 8 October 2024 and Council Regulation (EU) 2024/2642; Council Decision (CFSP) 2024/1484 of 27 May 2024 and Council Regulation (EU) 2024/1485.

Family Office Insights: Section 13(f) Compliance

Fri, 12 Jun 2026 14:52:43 +00:00

Amidst a complex landscape of securities regulation, family offices face several potential “traps for the unwary” when discerning which rules and requirements apply. One such trap is that family offices may qualify for exemption from investment adviser registration under the Investment Advisers Act of 1940, as amended (the Advisers Act), but may still be subject to the institutional investment manager filing requirements of Section 13(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act).

To avoid this trap, family offices and their legal advisors should develop comprehensive compliance plans that account for both their exemption from investment adviser registration, as well as their inclusion in Section 13(f)’s filing and reporting obligations.

Restructuring Roundup (UK)

Fri, 12 Jun 2026 09:00:25 +00:00

Here is our summary of key developments relevant to restructuring professionals that you might have missed, with links for further information.

The Court of Appeal in TAQA (TAQA Bratani Ltd & Ors v Fujairah Oil and Gas UK LLC & Ors [2025] EWCA Civ 1669 (19 December 2025)) recently considered the meaning of “transaction” for the purposes of a s238 of the Insolvency Act 1986. Our blog explains what the decision means for officeholders in light of the court’s findings in relation to the meaning of transaction and the scope of the statutory defence in s238(5)(b)
Our next insolvency litigation quick guide: Limitation Periods on Corporate Insolvency Claims is now available in our Thought Leadership library. This explores the typical limitation periods for different types of corporate insolvency claims and provides various options for IPs to consider when approaching the expiry of a limitation period – worth taking a look.
The Insolvency (England and Wales) (Amendment) Rules 2026 makes several minor changes to the Insolvency Rules 2016 (Rules) with effect from 22 June. Many of the changes were those announced by the Insolvency Service and although not significant, are helpful. We explain the practical impact here. The most recent special edition Dear IP 171 explains the reason for the changes.
However, what is likely to be significant, is the forthcoming Rules review. With a consultation paper expected before Summer, now is the time to sharpen pencils and make some noise about any changes/clarity required to make the rules work better in practice. We know there are some that create real issues in practice.
Given the duties of both IPs and solicitors as officers of the court, it is helpful to flag this judgment, which provides a salutatory warning about ensuring that there are robust procedures in place for using AI (and checking the responses it provides) given that many firms use it (to a lesser or greater extent) to support their business.
Businesses in construction have been one of the hardest hit sectors in recent months/years – not helped by the fallout from the Grenfell disaster and the legislation that (understandably) was put in place following that. The responsibility for remedying liabilities does, however, reach far beyond those immediately responsible as this recent case highlights, extending into the wider group and associated companies.
The Joint Insolvency Committee (JIC) has launched a consultation on proposed updates to Statement of Insolvency Practice (SIP) 2, comments are invited by 6 August 2026. This edition of Dear IP provides a helpful overview of the proposed changes, including a comparison of the proposed new SIP 2 against the current version.
For IPs who are appointed over a company with real estate assets that have residential tenants in situ, they will need to consider the impact of the Renters Rights Act 2025. This gives residential tenants enhanced rights, most notable around eviction. Although this does not mean that IPs can no longer remove a tenant, the process is likely to be longer and more costly. One of the first steps required by the new law was the requirement to provide residential tenants with an “Information Sheet” – see our blog. Watch this space for our new alert outlining the key points for IPs.
Dealing with HM Revenue and Customs (HMRC) debt in a restructuring plan remains topical, as the recent Waldorf RP demonstrates. Although HMRC were not successful in their challenge to the plan, nor in obtaining permission to appeal, we suspect that this will not be the last challenge. Perhaps, as alluded to by the judge in the application for permission to appeal, HMRC will, in another case, pursue the question of, whether, as a matter of public policy, the cram down power can be used against HMRC.
And while mentioning HMRC are you aware of the mandatory requirements to register as a tax advisor? There are exceptions to the need to register, but these only apply once an IP is formerly appointed, so for pre-appointment advice, which might involve engagement with HMRC, registration is required. Although we expect most IP firms (and relevant individuals) will be registered, check the guidance.
The eagerly awaited appeal of Novalpina is expected to be heard at the end of this month. The first instance decision caused waves last year following the court determining that all debts must be paid within 12 months of a company entering member’s voluntary liquidation (MVL). Although many practitioners had understood the legislation in that way, it could be read differently – our original blog gives more detail on the case. The appeal will, we understand, consider this point but also the question of how to deal with contingent/disputed debts in an MVL. Whatever the outcome, it will hopefully bring clarity to the market.

If you would like specific advice on any of these issues or anything else, please contact a member of our UK Restructuring & Insolvency team.

Payday Super – The changes and unexpected consequences

Fri, 12 Jun 2026 09:00:00 +00:00

New rules for making superannuation contributions, branded “Payday Super”, come into force for Australian employers from 1 July 2026. Although many of the changes are straightforward, there are some others that require employers to reevaluate the way that they pay certain employees to avoid some unintentional consequences.

In with the new...

The following changes come in from 1 July 2026:

The change	What this means
Employers need to make superannuation contributions within seven days of payment of an employee’s salary. Previously, superannuation contributions had to be made once per quarter.	Employers need to make superannuation contributions on a more regular basis, in line with their payroll schedule. A failure to make superannuation contributions within the sevenday timeframe of each pay run will attract a substantial super guarantee charge (SGC). The SGC will be calculated by the Australian Tax Office and includes: The total of the superannuation guarantee shortfall Interest (compounding daily) from the date that the contribution was due to be made An administrative uplift amount of up to 60% that reflects the cost of enforcement and encourages early disclosure by employers A “choice loading” of up to AU$1,200 per employee for failing to follow the choice of fund rules
The concept of “ordinary time earnings” has been replaced with “qualifying earnings”.“Qualifying earnings” is similarly defined, but has a slightly broader scope that now includes all commissions (including commissions solely for work performed entirely outside of ordinary hours of work), salary sacrifice amounts that would qualify as qualifying earnings had they not been salary sacrificed.	Employers need to check that they are paying superannuation contributions on “qualifying earnings”. Some employees, like those who receive commission payments for work performed outside of ordinary hours of work, will be entitled to additional superannuation.
An annual maximum contribution base (which will be AU$270,830 for the 2026/2027 financial year) will replace the current quarterly maximum contribution base.	Once an employee reaches the maximum contribution base for a financial year, the employer can cease making superannuation contributions for that financial year. See below for our comments about how the introduction of the annual maximum contribution base affects salary packaging for high earning employees.

Rethinking annualised salaries

The Payday Super changes mean, from 1 July 2026, an employer must make superannuation contributions on behalf of an employee at 12% each pay period, until the employee’s qualifying earnings reach the maximum contribution base for that financial year. This means, for high-earning employees whose qualified earnings are higher than the maximum contribution base (High Earning Employees), their superannuation contribution amounts over the course of a year may differ depending when in the year they reach the contribution cap (e.g. if they cap out in December, they will not be entitled to any further superannuation in that financial year).

This may give rise to some practical issues for employers. For example, with respect to High Earning Employees, employers will no longer be able to pay superannuation in equal monthly instalments. This may affect employers using a “total fixed remuneration” or “total employment cost” method, where superannuation is packaged with the employee’s salary.

Example

Harry’s base salary is AU$312,000 per annum. This equates to a monthly base salary of AU$26,000.

Based on the maximum contribution base of AU$270,830, his total annual remuneration package, comprising base salary and super, would be AU$344,500 as follows:

Annual base salary

AU$312,000

Annual superannuation contribution (12% up to the maximum contribution base of AU$270,830)

AU$32,500

Total

AU$344,500

Harry’s employer needs to make superannuation contributions at 12% of Harry’s base salary on a monthly basis, as follows:

Month	Amount of superannuation payable	Cumulative total of superannuation contributions
July	AU$3,120	AU$3,120
August	AU$3,120	AU$6,240
September	AU$3,120	AU$9,360
October	AU$3,120	AU$12,480
November	AU$3,120	AU$15,600
December	AU$3,120	AU$18,720
January	AU$3,120	AU$21,840
February	AU$3,120	AU$24,960
March	AU$3,120	AU$28,080
April	AU$3,120	AU$31,200
May	AU$1,300	AU$32,500
June	AU$0	AU$32,500

As shown above, for the first 10 months of the financial year, Harry’s employer needs to make superannuation contributions of AU$3,120 per month. But once the maximum contribution base is reached, Harry’s employer no longer needs to make superannuation contributions.

As such, (depending on the contractual arrangements) we are usually recommending that most employers separate the payment of base salary from superannuation, such that the base salary can be paid in equal instalments over the course of a year, and superannuation paid in addition in accordance with the superannuation legislation.

That said, if an employer wants to continue to package superannuation in a High Earning Employee’s remuneration, we recommend that they obtain advice on structuring their remuneration in light of the Payday Super laws. Our labour and employment and tax lawyers can assist with any such advice.

Watch out for bonuses

If an employer pays bonuses or commissions, these amounts will be “qualifying earnings”, and so superannuation contributions must be paid in respect of these amounts.

The timing of these amounts in the financial year will also impact the amount of superannuation contributions payable in respect of a High Earning Employee.

Example

If Harry received a bonus of AU$50,000 in September, Harry’s employer would need to make superannuation contributions as follows:

Month	Amount of superannuation payable	Cumulative total of superannuation contributions
July	AU$3,120	AU$3,120
August	AU$3,120	AU$6,240
September	AU$3,120 + AU$6,000 super for bonus	AU$15,360
October	AU$3,120	AU$18,480
November	AU$3,120	AU$21,600
December	AU$3,120	AU$24,720
January	AU$3,120	AU$27,840
February	AU$3,120	AU$30,960
March	AU$1,540	AU$32,500
April	AU$0	AU$32,500
May	AU$0	AU$32,500
June	AU$0	AU$32,500

As shown above, due to the additional superannuation payable on the bonus that Harry receives in September, the maximum contribution base will be reached in March. Once the maximum contribution base is reached, Harry’s employer no longer needs to make superannuation contributions for that financial year.

Super guarantee opt-out

An employee with multiple employers, either at the same time or because they have changed jobs during the course of a financial year, and who is likely to exceed the maximum contribution base for a financial year, can provide their employer with an “SG shortfall exemption certificate”.

If an employer receives an exemption certificate from an employee, then they are released from their super guarantee obligations for a specified period, which ends at the end of the financial year. The employer may, however, choose to disregard an exemption certificate and continue to make super guarantee payments.

Takeaways

With less than three weeks until 1 July, your organisation should be urgently considering the following (if it has not already):

Review payroll systems, processes and provider arrangements – To ensure superannuation contributions can be calculated, processed and remitted within seven days of each salary payment from 1 July 2026.
Audit earnings categories – To confirm super is being calculated on the new “qualifying earnings” basis, including relevant bonuses, commissions and salary sacrifice amounts.
Identify High Earning Employees and model cap impacts – Particularly where bonuses or commissions may affect when the annual maximum contribution base is reached.
Review remuneration structures and contract templates – Especially total fixed remuneration or total employment cost arrangements, and consider separating base salary from superannuation where appropriate. Your contract templates will also need to be reviewed to ensure that, as an employer, you have the ability to change the structure of the remuneration and superannuation components.

If this article raises any questions or issues for your organisation, or you otherwise would like any advice on the matters set out, our employment and tax teams are well-placed to assist.

Navigating disruption in the private credit market

Thu, 11 Jun 2026 15:26:07 +00:00

An expert Q&A on structural and legal risks highlighted by recent disruption in the private credit market, including liquidity mismatches inherent in certain business development company (BDC) structures, risks of back leverage, software sector concentration, and net asset value (NAV) opacity.

Recent high-profile defaults in the private credit market and unprecedented redemption pressure on large private credit funds have placed the $1.8 trillion private credit industry under wide public scrutiny for the first time since the industry’s phenomenal rise following the 2008 global financial crisis. Additionally, JPMorgan’s decision to mark down the value of collateral on software loans in private credit financing facilities, reducing the availability of funding for private credit lenders, has also led some observers to question portfolio valuations, particularly if exposed to the software sector. However, rather than signaling an imminent collapse of the asset class, these disruptions likely represent a market correction that may strengthen the private credit market and support continued and sustainable growth.

Practical Law asked Gabriel Yomi Dabiri and Cynthia Weiss of Squire Patton Boggs (US) LLP to discuss the structural vulnerabilities and legal risks behind disruptions in the private credit market, and steps that private credit funds, private equity sponsors, and banks can take to navigate the current disruption.

Read full insight

This article was originally published in the June 2026 issue of Practical Law The Journal and is reposted with permission of Thomson Reuters.

The “real risk” threshold for sanctions exposure: The Court of Appeal in The Catalan Sea

Wed, 10 Jun 2026 15:40:14 +00:00

On 22 May 2026, the Court of Appeal handed down its judgment in Tonzip Maritime (Singapore) Pte Ltd v. 2 Rivers Pte Ltd (The Catalan Sea), allowing the owners’ appeal and clarifying the evidential threshold that a charterparty sanctions clause imposes when it permits the refusal of orders that would “expose” the vessel or its insurers to sanctions. The court held that the clause requires no more than an objectively reasonable judgment of a real risk of sanctions liability, and that the trial judge had erred in demanding positive proof that the sanctioned beneficial owner of the cargo retained actual control.

Background

The dispute arose from a voyage charter dated 5 November 2021 for the carriage of a cargo of crude oil from the Russian Baltic ports of Ust-Luga and Primorsk to Aliağa in Turkey. The charter incorporated an amended sanctions clause under which the owners were not obliged to comply with employment orders that, in their reasonable judgment, were prohibited by sanctions or would “expose the owners, the vessel or its managers, crew, the vessel’s insurers or reinsurers to sanctions”, and under which the charterers warranted that no person with an interest in the cargo was a designated person. The named shipper was a Russian oil company, JSC Neftyanaya Kompaniya Neftisa (Neftisa), which the owners’ screening associated with Mr. Mikhail Gutseriev, an individual designated by the European Union on 21 June 2021 and by the UK on 9 August 2021 in connection with the situation in Belarus. Shortly before those designations, Mr. Gutseriev had transferred his majority interest in the relevant corporate chain to his brother, retaining a holding of approximately 7%.

The owners’ screening through a commercial sanctions database recorded Neftisa as “associated to sanctioned individual” and identified Mr. Gutseriev as an indirect owner until 2021. On that basis, the owners refused to load and called for alternative orders.

The charterers responded with a letter on Neftisa’s headed paper stating that Mr. Gutseriev was neither a board member nor the controlling person of the company, together with legal opinions from two international firms to the same effect; the charterers then purported to cancel the charter, and the owners terminated for repudiation on the same day. At first instance, the Commercial Court accepted that the clause required only a real risk of sanctions liability rather than proof of an actual breach, but held that no reasonable owner could have concluded that such a risk existed on the material before it, because that material did not establish that Mr. Gutseriev controlled Neftisa as of November 2021. The owners’ claim accordingly failed, and the charterers’ counterclaim succeeded.

President Trump orders US Customs and Border Protection to tighten regulations on importers of record

Wed, 10 Jun 2026 12:24:00 +00:00

On Wednesday, June 3, 2026, President Trump issued an executive order (EO), titled “Strengthening Customs Enforcement,” along with a factsheet. The EO concerns tightening regulations on importers of record (IORs), particularly foreign IORs.

The expressed intended goal of the EO is to enhance customs enforcement to prevent importation of unlawful and dangerous goods, ensure IORs are correctly identified, available and accountable for duties owed, and guarantee compliance with existing law.

Pensions weekly update: 10 June 2026

Wed, 10 Jun 2026 10:55:46 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

The Department for Work and Pensions (DWP) has issued a consultation on amendments to the Occupational and Personal Pension Schemes (Conditions for Transfers) Regulations 2021. The consultation proposes amendments to address “operational challenges that, while well‑intentioned, may have at times created unnecessary friction for legitimate transfers”. The consultation notes the high instance of member referrals for safeguarding appointments triggered solely by amber flags on overseas investments and acknowledges concerns that trustees cannot exercise their experienced judgement in straightforward cases where the risk of a scam is demonstrably low. The consultation also sets out targeted measures to address the risk of fraud within small self-administered schemes (SASS). The consultation runs until 21 July 2026.
HM Revenue and Customs (HMRC) has issued a technical consultation on draft regulations impacting guaranteed minimum pension (GMP) conversion. Currently, when pension schemes equalise GMPs using the DWP’s statutory conversion method, some protections could be lost. The effect of this is that certain deferred members could lose their deferred member carve-out protection so that additional monitoring and communication of the value of their converted benefits for their annual allowance is required and means that they could face unexpected annual allowance tax charges. The draft regulations are intended to maintain those deferred carve-out protections so that any alteration in benefit to implement GMP conversion does not form part of the member’s annual allowance. Consultation closes at 11:59 p.m. on 13 July 2026.
The government has published its outcome of consultation on chapter nine of the public policy consultation on retirement collective defined contribution (CDC) pension schemes, which was launched on 23 October 2025. The consultation considered amendments to the legislation that would permit the bulk transfer without member consent of occupational defined contribution (DC) benefits without guarantees to authorised CDC schemes. The government has confirmed that it intends to proceed with this proposal, which will include transfers to CDC sections as well as whole schemes, along with unconnected multiple employer schemes. The logic is that the receiving CDC scheme or section “has passed a robust authorisation process and remains subject to regulatory supervision on an ongoing basis, which means that the risk of member detriment is significantly reduced”. The changes being introduced will not, however, apply in relation to the transfer of members into a retirement CDC scheme as part of a default retirement solution. Member consent will be required in those circumstances. Regulations have been laid before parliament and are due to come into force on 31 July 2026. The regulations will amend regulation 12 of the Occupational Pension Schemes (Preservation of Benefit) Regulations 1991. Guidance first published in 2018 has also been amended to reflect the change.
The Pensions (Abolition of Lifetime Allowance Charge etc) Regulations 2026 have been laid before Parliament, and make consequential amendments to legislation in relation to the abolition of the lifetime allowance and lifetime allowance charge. Some of the provisions come into force for events occurring on or after 29 June 2026, while the remainder have effect for the tax year 2024-2025 onwards.
Pensions UK has issued an update to its retirement living standards, estimating how much income is needed to maintain a minimum, moderate and comfortable lifestyle in retirement. In a press release, Pensions UK says that “the nation is not saving enough” with only around 23% expected to reach a moderate lifestyle.
The Pensions Policy Institute (PPI) has published a report on the strengths and limitations of megafunds, the challenges faced by the UK and what we can learn from international experience. The report highlights that a move to consolidate UK pension schemes into megafunds will not automatically lead to higher investment returns. Other challenges include member experience – it is noted that the larger Australian superfunds are “finding it difficult to service members effectively”. The PPI has also published reports on Designing guided retirement solutions: meeting member needs and Unlocking DB surpluses: balancing risks and rewards.
The Money and Pensions Service (MaPS) is inviting applications to join a private sector dashboards working group. Membership will be drawn from organisations planning to operate a private sector dashboard and technology suppliers. It is not yet known when private sector dashboards will be able to operate.
In our #how2dopensions quick guide, we explore the risks and opportunities of using artificial intelligence (AI) to take trustee meeting minutes and notes, and offer some practical tips.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

AUKUS announces its first Pillar II signature project

Thu, 04 Jun 2026 16:04:30 +00:00

The trilateral security partnership between Australia, the UK and the US, known as AUKUS, was established in 2021, and is organised into two strands. Pillar I supports Australia’s acquisition of a conventionally armed, nuclear-powered submarine capability; Pillar II pools the three nations’ work on advanced military capabilities. Pillar II has, to date, attracted criticism in some quarters for slow progress by comparison with the submarine programme. On 30 May 2026, at the Shangri-La Dialogue security summit in Singapore, the three nations announced the first signature project under Pillar II: the joint development of payloads and enabling systems for uncrewed undersea vehicles (UUVs), with first capabilities expected in service from 2027. The accompanying joint statement also recorded progress across the submarine programme and a commitment to widen the trilateral licence-free environment for defence trade.¹

Background

AUKUS was announced in September 2021 and set two objectives: the delivery to Australia of nuclear-powered submarines, and trilateral cooperation on a defined set of advanced capabilities. Under the submarine pathway announced in March 2023, Australia is to host a rotational presence of UK and US submarines at HMAS Stirling in Western Australia from 2027, to purchase three US Virginiaclass submarines in the early 2030s, and, with the UK, to build a new class of submarine known as SSN-AUKUS for delivery at around the same time. Pillar II, by contrast, covers a defined set of advanced-capability areas, among them undersea warfare, hypersonic and counter-hypersonic systems, quantum technologies, artificial intelligence and autonomy, advanced cyber- and electronic warfare, together with an innovation strand under which the partners run periodic competitions for industry. The submarine programme is making more visible progress; Pillar II, until now, has not moved with the same tempo, hence some of the criticism since the inception of AUKUS.² The Singapore meeting was attended by the UK defence secretary, John Healey, the Australian deputy prime minister and minister for defence, Richard Marles, and the US secretary of defence, Pete Hegseth. Mr Healey acknowledged the criticism directly, stating that “for too long in AUKUS, we talked too much and delivered too little,” and that “that has now changed under our three governments.”³

The first Pillar II signature project

The signature project is the first capability project to be formally designated under Pillar II. According to the joint statement, the partners will develop payloads and enabling systems for their UUVs, with delivery beginning in 2027. The stated purpose is to protect critical national seabed infrastructure, to carry surveillance, reconnaissance and strike capabilities, to conduct logistics tasks, and to strengthen the partners’ position in antisubmarine and antisurface warfare, mine countermeasures, electronic warfare and operations in contested coastal waters. The payloads, which include sensors and weapons systems, are intended to be interoperable across the three nations’ UUV fleets, and the UK has said that it will contribute £150 million to the project.⁴

The designation of the first signature project will doubtless be viewed by industry as an encouraging signal that the advanced capabilities strand of AUKUS has begun to move from concept to delivery. That signal was reinforced by a parallel announcement at the same meeting, where the UK named the winners of the 2025 AUKUS Maritime Innovation Challenge, a competition under the Pillar II innovation strand directed at the command, control and teaming of undersea systems. Four suppliers will share £3 million in development funding, three of them UK companies: Decision Analysis Services Ltd, a small enterprise based in Basingstoke; SEA Ltd, a larger enterprise based in Frome; and A-2i, a microconsultancy based in Dorchester. The fourth, MSI Transducers, is based near Boston in the US.

The licence-free environment and the excluded technologies list

For industry, the most consequential element of the Singapore meeting may be the least visible. The joint statement recorded a commitment to widen the trilateral licence-free environment for defence trade by narrowing what is known as the list of excluded technologies. Since 2024, the three nations have had in place reciprocal mechanisms that allow most defence goods, technology and services to move between them without individual export licences. On the US side, the enabling statute was the National Defense Authorization Act for Fiscal Year 2024, which created an exemption under the International Traffic in Arms Regulations (ITAR); the implementing rule took effect on 1 September 2024 and was finalised on 30 December 2025. On the UK side, the Department for Business and Trade issued an Open General Licence (AUKUS Nations) in August 2024, in force from 1 September 2024 and since revised. Australia enacted the Defence Trade Controls Amendment Act 2024, with accompanying offences commencing on 1 March 2025. A separate US reform, effective in April 2024, removed many licence requirements for dual-use items destined for Australia and the UK.⁵

However, the licence-free environment comes with certain requirements (e.g. UK and Australian entities must join an Authorised User Community) and it does not cover everything. To ensure ITAR compliance, parties may rely on it only where they and all other parties to the transaction are authorised users, or registered with the Directorate of Defense Trade Controls in the USA, and where the item is not on the excluded technologies list, a schedule of sensitive articles and services not allowed under the exemption. More than 700 UK and Australian entities are now enrolled as authorised users, and the US Department of State has reported that, in a sample period, only around 18% of relevant requests fell outside the exemption because of the excluded list.

The list nonetheless continues to include classified payloads for UUVs and related signature-reduction techniques, which runs the risk of capturing the category of technology that the new signature project is intended to develop. The commitment to narrow the list may therefore directly be connected with the project: without it, the most sensitive collaborative work on UUV payloads may fall back into the ordinary licensing regime rather than moving licence-free. Industry will no doubt be performing careful analysis in this space following the announcements at Shangri-La.

That commitment is, for the present, a political undertaking rather than a regulatory change. No amendment to the original excluded-technologies list has been published as at the date of this alert, and the obligations of the licence-free environment continue to apply.

Outlook

The Singapore meeting is best read as part of a shift in emphasis from announcement to delivery. Alongside the signature project, the partners confirmed that the rotational submarine presence at HMAS Stirling, known as Submarine Rotational Force-West, is on track to be established in 2027, with the first US personnel arriving later this year. The partners also highlighted the maintenance conducted on the UK submarine HMS Anson at HMAS Stirling earlier in 2026, the first such work on a British submarine in Australia. These milestones build on the bilateral Australia-UK treaty signed at Geelong in July 2025, which set the framework for the SSNAUKUS programme. ⁶

In April 2026, the UK House of Commons Defence Committee reported that the programme faced “shortcomings and failings,” that submarine availability was low, and that investment in the Barrow-in-Furness shipyard had slipped, and it called on the government to do more and to do it faster. On the US side, the rate of Virginia-class submarine production has run below the level the US Navy considers necessary to supply both its own fleet and the boats promised to Australia, and the partners used the Singapore meeting to propose acquiring three in-service submarines in place of a mixture of new and in-service vessels. These constraints may impact the timetable for Pillar I, but they do not diminish the significance of the first Pillar II deliverable.⁷

The undersea focus of the signature project reflects a wider concern with the security of seabed infrastructure. The UK government accused Russia of surveying undersea cables in the waters around the UK, and in December 2025, the UK and Norway agreed to operate a joint antisubmarine fleet in the North Atlantic.

For defence suppliers, the practical opportunities are threefold: the payloads, sensors and weapons systems at the centre of the signature project; the enabling and commonstandard systems that make trilateral interoperability possible; and the submarine infrastructure and sustainment work in Western Australia, South Australia and the UK. The reach of the licence-free environment, and any narrowing of the excluded-technologies list, will determine how readily a company in one partner nation can supply a prime contractor in another. Workforce mobility across the three jurisdictions also remains a key topic, which the Defence Committee proposed to address through a dedicated AUKUS visa. ⁸

How we can help

Our International Trade & Foreign Investment Practice Group advises defence suppliers, contractors and investors on the legal architecture of the AUKUS partnership and on the exportcontrol regimes that govern defence trade between Australia, the UK and the US. We advise on how to become an authorised user under AUKUS and the conditions of the licencefree environment; on ITAR, the US Export Administration Regulations, the UK Open General Licence (AUKUS Nations), and the Australian Defence Trade Controls regime; on the excluded technologies list and the licensing of items that fall outside the exemption; on how to get closest to AUKUS breaking developments and key government stakeholders; and on the security, compliance and workforce requirements that accompany trilateral defence work. If you would like to discuss the implications of the developments described in this alert for your business, please contact any member of the team listed below or your usual contact at the firm.

¹Australian government, UK government and US government, “AUKUS Defence Ministerial Joint Statement: 30 May 2026”, policy paper, 30 May 2026; Tessa Wong, US, UK and Australia to Develop Underwater Drone Technology, BBC News, 30 May 2026.

² Australian government, “AUKUS nuclear-powered submarine pathway”, media release, 14 March 2023; House of Commons Library, “AUKUS pillar 2: Advanced capabilities”, briefing paper CBP-9842, 2 September 2024.

³ Wong, supra n. 1; “AUKUS Defence Ministerial Joint Statement: 30 May 2026”, supra n. 1.

⁴ “AUKUS Defence Ministerial Joint Statement: 30 May 2026”, supra n. 1, Section 1.2 (Pillar II – Advanced Capabilities).

⁵ National Defense Authorization Act for Fiscal Year 2024, Pub. L. No. 118-31, Section 1343 (22 December 2023); Bureau of Industry and Security, “Export Control Revisions for Australia, United Kingdom, United States (AUKUS) Enhanced Trilateral Security Partnership”, interim final rule, effective 19 April 2024; Department for Business and Trade, “Notice to exporters 2024/18: update on AUKUS and publication of new open general licence”, 16 August 2024 (Open General Licence (AUKUS Nations), in force 1 September 2024); Department of State, “International Traffic in Arms Regulations: Exemption for Defense Trade and Cooperation Among Australia, the United Kingdom, and the United States”, final rule, 90 Fed. Reg. 61053 (30 December 2025).

⁶ “AUKUS Defence Ministerial Joint Statement: 30 May 2026”, supra n. 1, section 1.1 (Pillar I); Australian government and UK government, “Joint Statement on the Australia–United Kingdom Nuclear-Powered Submarine Partnership and Collaboration Treaty (the Geelong Treaty), 26 July 2025.

⁷ House of Commons Defence Committee, “AUKUS: Eighth Report of Session 2024–26”, 28 April 2026; “AUKUS Defence Ministerial Joint Statement: 30 May 2026”, supra n. 1, section 1.1.

⁸ Ministry of Defence statements on Russian undersea activity, April 2026; the United Kingdom and Norway agreement on a joint anti-submarine capability in the North Atlantic (the Lunna House Agreement), 4 December 2025; House of Commons Defence Committee, “AUKUS: Eighth Report of Session 2024–26”.

Family Office Insights: The New Civil Law in the UAE: Federal Decree Law No.25 Of 2025

Thu, 04 Jun 2026 16:00:00 +00:00

As the UAE continues to consolidate its position as a leading global hub for family offices and ultra-high-net-worth (UHNW) families as highlighted in our previous publications, and as part of a broader legislative reform that impacted many industries, the UAE has recently adopted a new civil transactions law that has introduced some significant changes to the legal framework in the country. This reform provides an opportunity for family offices in the region to review their existing structures and consider how they can be improved.

Our firm’s Corporate and Dispute Resolution teams are working closely to assess the practical impact of the new law across key sectors and transaction types, including as they related to family offices and UHNW families, and we would be pleased to discuss how these reforms may affect your existing or future arrangements.

On 30 December 2025, the United Arab Emirates (UAE) issued Federal Decree Law No. 25 of 2025, introducing a comprehensive new Civil Transactions Law (or “New Law”) that is currently reported to take effect on 1 June 2026. The New Law represents a major development in the UAE’s legal framework and is part of the UAE’s broader legislative modernisation agenda aimed at enhancing legal clarity and promoting investment throughout the UAE. Unlike previous reform efforts, which were largely incremental, the New Law constitutes a wholesale legislative re-codification of UAE civil law, replacing the prior framework in its entirety rather than amending it selectively.

Read our full PDF insight

2026 Annual wage review decision

Thu, 04 Jun 2026 15:42:30 +00:00

Under section 285 of the Fair Work Act 2009 (Cth) (FW Act), the Fair Work Commission (FWC) is required to conduct an annual wage review. This year, the review has awarded nearly 3 million Australian workers a wage increase of 4.75%.

This is a significant increase, following the 3.5% increase implemented last July. And despite its sitting well above the current inflation rate of 4.2%, it is considerably lower than the 6% increase that the unions had requested. By comparison, it is significantly higher than the 2% to 3.9% that employers had submitted was an appropriate increase given the current state of the economy.

Modern award wage review

From 1 July 2026, most minimum wage rates under modern awards will be increased by 4.75%.

This will accordingly increase the pay of 21.1% of Australia’s workforce, creating implications for employers across the country.

Additionally, the FWC announced that it will begin phasing out C13 classifications across modern awards, aiming to slowly introduce C12 as the new lowest level of pay. To implement this, all workers on the C13 level will receive the 4.75% increase as well as an extra third of the existing gap between the C13 and C12 rates. This incremental alignment will continue for the next three annual review cycles, until eventually, the gap between C13 and C12 is abolished with C12 becoming the lowest permanent rate.

As for C14 classifications, which are limited to temporary entry-level positions, they will be increased proportionately in line with the changes to the C13 classification – to AU$25.74 per hour or AU$978.10 per week. This will occur immediately and not operate under the same phasing process as C13 will.

National minimum wage (NMW)

From 1 July 2026, the NMW will be AU$26.44 per hour, or AU$1004.90 per week. This represents an increase to the NMW of 5.97%.

Practically, the NMW review has limited impact. This is due to the low number of employees who are paid at this level, and therefore this change will not have any “discernible macroeconomic effects”, according to the FWC.

However, for employers paying employees at this rate or close to it, it is essential they are aware of this change, as it may cause them to revisit their wages for some employees.

Reasoning

The FWC acknowledged a “challenging ... degree of complexity” this year. Taking into account an assortment of matters, such as accelerated inflation, partly due to the “wild card of the Middle East conflict” and the Reserve Bank of Australia’s “tightened monetary policy”, the FWC’s hand was forced to close the real wage gap that has continued to widen even following the increase in wages last year.

In bridging this gap, the FWC hopes there to be “some contribution to reducing the gender pay gap”, noting that the majority of modern-award-reliant employees are female.

Predicted impact for employers

While the FWC is aware of the fluctuating economic conditions, it does not consider that the changes to the NMW and modern award wages will be detrimental to productivity, nor so burdensome as to obviously affect employment costs for all employers.

It noted that the highest increased risk would sit with employers in the accommodation and food services industries, due to these sectors’ high reliance on modern awards.

Employers should be relieved the 6% sought from the unions did not eventuate, with the FWC deeming it “not ... practicable or responsible” to completely close the current wage gap.

What do employers need to do now?

From 1 July 2026, relevant employers under the FW Act will need to ensure they are able to implement these changes.

For employers paying the NMW or covered by an award, it is now time to revisit your current employees’ wages to ensure they are aligned with the relevant rate.
Employers covered by an enterprise agreement need to ensure that any increases to pay rates tied to the NMW or award rate increases are implemented. The base rate in an enterprise agreement is not permitted to fall below the applicable modern award rate.
These reviews must include an audit of annualised salaries to ensure the salaries are sufficiently absorbing all modern award or enterprise agreement entitlements.

Increases will apply to an employer’s pay period starting before or on 1 July 2026. For pay periods that occur after that date, the requirement to pay these rates will commence then.

If you require more information or assistance with implementing this review into practice, please contact our Labour & Employment team.

Pensions quick guide – AI notetakers in trustee meetings

Wed, 03 Jun 2026 14:21:09 +00:00

In this #how2dopensions quick guide, we explore the risks and opportunities of using artificial intelligence (AI) to take trustee meeting minutes and notes, along with some practical tips.

What is an AI notetaker?

An AI notetaker is a software tool designed to join online meetings to record, transcribe and summarise the discussions which take place. AI tools may be built into platforms (such as Microsoft Teams or Zoom), or enabled by meeting participants using third-party apps such as Knowa. A tool that captures trustee discussions and produces meeting minutes may increase efficiency and reduce the cost of manually drafting minutes. However, trustees should be aware of the risks associated with the use of AI notetakers to record and store decisions made in trustee meetings, particularly in circumstances where commercially sensitive information is being discussed. Unless properly managed, it could be the same as letting an unknown person take notes and share them with all their contacts!

How does an AI notetaker work?

Often, the software tool records the online meeting and sends audio, as well as chat to external cloud services for processing and storage out of the trustees’ control.

What are the risks associated with AI notetakers?

Confidentiality and personal data breaches may occur as a result of (a) transcript data being used to train the AI platform to produce minutes in a specific format, and/or (b) transcripts leaving secure environments. Privileged data may be stored by providers and shared with others, which can damage trust and harm reputation. In order to mitigate this risk, trustees who use AI for governance purposes should ensure that they understand:
- (a) How the platform is trained
- (b) How data is processed
- (c) What data protection/security measures are in place
AI transcriptions can be inaccurate, leading to incorrect or misleading information being stored and shared. To avoid any discrepancies, it is imperative that draft minutes are circulated to all meeting attendees for review and sign off prior to being finalised.
Recording or transcribing without proper consent can create legal dangers, and such records may be discoverable in legal proceedings. Where personal or commercially sensitive data is being disclosed in a trustee meeting, it is important that consent is obtained from those in attendance.
Even if the primary meeting participants are not intending to record or use an AI notetaker, participants can join trustee meetings with their own unapproved notetakers (including third-party tools) leading to the potential exposure of privileged conversations to unknown systems.

Some practical points

Do	Don't
Do scan the meeting’s participant list for unknown names such as “Notetaker”, “Fireflies”, “Zoom AI Companion”, “AI Assistant”, “Otter” or others ending in “bot”, “AI” or “assistant”, and be aware of banners and chat notifications such as “Recording started” or “Transcription enabled”, which indicate that the meeting is being recorded.	Don’t install or enable external notetaker services – only ever use approved meeting tools.
Do request confirmation as to whether any AI tools are being used to record and/or transcribe the meeting. If necessary, opt-out of AI notetaking or leave the meeting and continue discussions offline.	Don’t assume that an AI notetaker is not present in the meeting on the basis that the trustee has not enabled AI. It is crucial to stay alert as to what other participants might add.
Do split out the meeting agenda into commercially sensitive items (such as discussions surrounding the sponsoring employer and member complaints) and non-commercially sensitive items. If the meeting is being recorded and/ or transcribed, turn off the recording/transcription when discussing any commercially sensitive items.	Don’t discuss commercially sensitive details until privacy is confirmed.
If privileged, commercially sensitive information or personal data is inadvertently captured, consider whether this comes within the scope of the Trustees’ data protection and cyber security policy/data breach and cyber incident response plan and if so, follow the relevant policy guidance and consider whether the incident is reportable to the Information Commissioner’s office (ICO), and/or the data subject.	If you wouldn’t discuss an issue in a public place, don’t do it online unless you know who and what is listening.

The Pay Transparency Directive comes into force on 7 June 2026

Wed, 03 Jun 2026 14:14:15 +00:00

With only a few days to go until the Pay Transparency Directive comes into force, many businesses with operations in continental Europe are continuing to take steps to ensure compliance despite the fact that the vast majority of member states have not finalised (or in some cases, even published) the required implementing legislation.

In our latest Insight we set out a snapshot of the latest position in key EU jurisdictions and a reminder of the key steps that global companies should already be taking as they prepare for local implementation of the Directive.

Defense contractors must disclose thy owner

Wed, 03 Jun 2026 11:44:19 +00:00

On May 7, 2026, the Department of Defense (DoD) published a Proposed Rule that would impose significant new obligations on defense contractors and subcontractors doing business with the DoD (the “Proposed Rule”).

The Proposed Rule would extend review for foreign ownership, control, or influence (FOCI) beyond classified contracting and make it a broader defense supply chain screening requirement, reflecting the DoD’s broader shift toward treating ownership transparency, foreign control and lower-tier supplychain integrity as core national-security concerns across the defense industrial base. Under the Proposed Rule, the DoD would need to understand who owns controls or can influence even uncleared contractors and lower-tier subcontractors. In practice, beneficial ownership and foreign influence would become procurement gatekeeping issues, potential conditions of award, modification, option exercise and continued performance, improving the DoD’s visibility into hidden foreign influence and sensitive supply-chain dependencies. But it may also create meaningful acquisition friction for small businesses, commercial suppliers, nontraditional contractors and lowertier vendors that have not previously been subject to Defense Counterintelligence and Security Agency (DCSA)-style FOCI review.

Historically, FOCI oversight has been concentrated on contractors performing classified work subject to the National Industrial Security Program Operating Manual Rule (NISPOM Rule), 32 C.F.R. Part 117. Under that framework, contractors holding facility clearances (FCLs) are required to mitigate FOCI before obtaining or retaining a clearance.

The Proposed Rule would extend FOCI disclosure and mitigation obligations to uncleared contractors for the first time. Any existing or prospective contractor or subcontractor, at any tier, holding a DoD contract or subcontract valued above US$5 million would be required to disclose beneficial ownership and FOCI status to the DCSA, and maintain that disclosure current for the life of the contract. Contracting officers are directed to not award, modify a contract or exercise an option unless the contractor has a status of eligible in the National Industrial Security System (NISS), Where DCSA identifies risk, contractors must implement a mitigation strategy within 90 calendar days.

Who is covered?

The Proposed Rule applies to any existing or prospective contractor, or subcontractor, at any tier, with a DoD contract or subcontract valued above US$5 million. 48 C.F.R. 240.27X-2 (proposed).
DoD estimates up to 37,740 entities may be affected within one year, of which approximately 57% are small businesses.
Commercial products and services are presumptively excluded unless a designated senior DoD official determines that the contract implicates “a risk or potential risk to national security or potential compromise due to sensitive data, systems or processes.”

What are the proposed obligations?

The Proposed Rule would amend the Defense Federal Acquisition Regulation Supplement (DFARS) by creating new Part 240, Information Security and Supply Chain Security, and adding two new contract terms applicable to solicitations and contracts valued above US$5 million as follows:

Pre-award (Solicitation Provision 252.240-70XX). The provision would require offerors to:
- Submit Standard Form (SF) 328, Certificate Pertaining to Foreign Interests and supporting documents to DCSA via NISS.
- Provide contact information for each beneficial owner.
- Represent that all submitted information is current, accurate and complete.
- If DCSA determines that FOCI or beneficial ownership poses a risk to national security that can be mitigated, agree at the time of award to implement a risk mitigation strategy within 90 calendar days. (Contracting officers may not award a covered contract unless the offeror holds “eligible” status in NISS).
During performance (Contract Clause 252.240-70YY). The clause would require contractors to:
- Maintain and update NISS disclosures whenever beneficial ownership or FOCI status changes during contract performance.
- Implement any required mitigation strategy within 90 calendar days of award, modification, option exercise or identification of new risk during performance.

What are the early public comments?

While few comments have been submitted to docket DARS- 2026-0133 as of the date of this alert, some recurring concerns include:

The 90-day mitigation window is operationally unrealistic considering that DCSA’s current FOCI review process often takes 40 weeks or more.
The mandatory NISS eligibility gate at proposed section 240.27X-4 is incompatible with other transaction agreement authorities, which depend on speed of engagement with nontraditional contractors.
Centralized DCSA-led vetting is where specialized DoD component offices already conduct mission-specific FOCI due diligence, and commenters propose a “Technical Reciprocity” model allowing component offices to lead vetting and upload findings to NISS.
The Proposed Rule provides no mechanism for prime contractors to verify the FOCI status of uncleared subcontractors not yet enrolled in NISS, since the existing Facility Clearance Verification capability applies only to cleared entities.

While not covered by the current public comments, the Proposed Rule does not specify what types of mitigation are available or adequate when an uncleared contractor is determined to be under FOCI – the comment period may be used, for example, to address this gap.

What are the next steps?

Defense contractors and subcontractors should promptly assess whether they hold, or are likely to bid on DoD contracts or subcontracts covered by the Proposed Rule. Those that do should immediately evaluate FOCI exposure, beneficial ownership structures and NISS registration status in advance of any final rule, which is anticipated later this year. If a company does not already hold an FCL, then as part of such FOCI evaluation, the company should complete the SF 328 to understand the risk areas and begin mitigating any FOCI.

For questions regarding this alert or assistance assessing compliance obligations or preparing public comments, please contact the Squire Patton Boggs International Trade & Foreign Investment Team.

Pensions weekly update – 3 June 2026

Wed, 03 Jun 2026 09:00:00 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

HM Revenue and Customs (HMRC) has published newsletter 181. This includes information on migrating over from the old pension schemes online service to the new managing pension schemes service. HMRC has set a date for closing the pension schemes online service. The service will close in April 2027, and HMRC says that it expects all schemes to be operating on the managing pension schemes service by 31 December 2026. Trustees who have not yet migrated their scheme over to the new service must act now. Failure to do so will result in their scheme being deregistered, with the consequent tax charges of up to 55%. This is not something that your third-party administrators can do on your behalf. Our blog explains what is involved, and what you need to do.
In our weekly update on 13 May 2026, we noted that The Pensions Ombudsman (TPO) had published a corporate plan for 2026/27. Deborah Evans, TPO chair, has shared reflections on progress made and the challenges ahead. The blog notes that while there has been a 58% increase in complaints over a two-year period, TPO closed nearly 11,000 complaints during the last financial year, which represents a 63% increase in closures since the implementation of TPO’s operating model review programme two years ago. The blog notes that TPO will be launching an AI pilot in the next year to assist teams to progress cases more efficiently.
We recently made some updates to the journey planner at the end of our detailed Pension Schemes Act 2026 publication as a result of new intelligence. This will be further updated when the Department for Work and Pensions (DWP) publishes a new version of its roadmap of pensions developments, which we expect in the coming weeks.
Have you seen our summer hot topics in pensions? We celebrate the great British seaside and share some fun facts with you as we promenade through the top 10 pensions topics for your trustee or corporate agenda.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

Long-term contracting in semiconductor markets: Pause for thought

Wed, 03 Jun 2026 09:00:00 +00:00

Long-term, multiyear supply agreements are becoming increasingly prevalent across key semiconductor segments. This is particularly visible in AI-related supply chains, where constraints in high-bandwidth memory (HBM) supply and advanced packaging capacity have led to increased competition for secured long-term capacity. The commercial logic behind long-term contracting is to ensure security of supply in a world where, for many large customers (particularly hyperscalers and other AI infrastructure providers), price may be secondary. However, entering longer-term commitments in volatile markets, including for both differentiated leading-edge devices and more commoditised memory segments, requires careful evaluation of risk.

Understanding how the commercial dynamics translate into the drafting can turn a point of potential financial exposure into a driver of commercial value when considered over the life of a contract. This article looks at the backdrop to longterm contracting in the semiconductor market and explores some of the issues associated with four commonly drafted contractual provisions: volume flexibility options, allocation mechanisms, liquidated damages provisions and force majeure. In each case, there are tangible commercial benefits to be had from engaging with the underlying legal issues.

Key takeaways

Volume, price or capacity reservation commitments may seem logical now, but should be tested against different market scenarios (even ones which feel implausible today).
Understand the legal nuances of contractual allocation mechanisms, because it might be a source of commercial leverage.
Imagine having to rely on the liquidated damages provisions in your contract in a range of scenarios and then ask if you are commercially protected.
In an increasingly uncertain world, understanding what is (and is not) force majeure can pay dividends. Often it is not as straightforward as it seems, and boilerplate language that is copy and pasted from other agreements may not be suitable.

The backdrop: Long-term contracts and the surrounding market

In any market, a shift towards longer-term contractual terms changes the commercial dynamics of the arrangement, giving rise to distinct legal issues that parties need to be aware of. The commercial benefits of a long-term contract will always be contingent on how it relates to the surrounding market over the whole term. That is the same for both buyers and sellers. This is especially pertinent in an industry that is (or has traditionally been) cyclical, volatile and susceptible to exogenous shocks.

By way of example, few observers would currently expect the supply of advanced memory chips to catch up to demand any time soon, primarily due to the time and upfront capital requirements of expanding leading-edge fab capacity and advanced packaging capability. But this is not a static state of affairs. Additional wafer capacity will eventually come online. Equally, the precise trajectory of demand (much of it AI-driven and dependent on accelerator deployment cycles) is potentially sensitive to external shocks or underlying investor sentiment. These dynamics have a direct impact on the commerciality of a long-term contract. For example, from a buyer’s perspective, being locked into inflexible take-or-pay or capacity reservation commitments in a softening market carries financial risk. Conversely, sellers will want to avoid overcommitting capacity to a particular customer now and forgoing more lucrative opportunities further down the line. As such, it is important for parties to have a range of possible market scenarios in mind when negotiating the terms of an agreement they will be bound to over a sustained period.

A firm grasp of the key legal mechanics in long-term contracts is therefore indispensable from a risk management perspective. It can not only deliver commercial value, but also help navigate competing internal stakeholder priorities (for example balancing procurement interests with the financial exposure that accompanies longer-term commitments). A well-drafted long-term contract helps balance a business’s operational priorities, as well as advancing them. And in an industry where key contractual terms are closely guarded and rarely made public, all participants need to be comfortable navigating the drafting issues and stress-testing key provisions themselves.

The topics below are examples of discrete contractual terms that may have a discernible impact on the commerciality of a long-term contract, particularly when considered against the backdrop of the semiconductor industry more broadly.

1) Flexibility is good (if you can get it)

Long-term supply agreements will generally impose some kind of take-or-pay or prepayment obligation on the buyer, requiring them to commit in advance to the purchase of a fixed volume of devices, or reserved wafer capacity. In the present supply-constrained environment, buyers and sellers may be perfectly comfortable with this. However, in the medium- to longer-term, these commitments can create risk for both a buyer (for example in the event that demand forecasts weaken, or secondary market prices fall below what the buyer has committed to pay) and seller (if the market price of the good goes above that which the seller has committed to make it available to the buyer at). Volume flexibility is a valuable tool in mitigating this risk.

While shortfalls in supply may be the norm at the moment, the three-to-five year contractual terms being widely reported may extend beyond the point that fab capacity starts to catch up. It is therefore not difficult to imagine a scenario where a long-term customer with a contractual flexibility option ends up in a better position than one who remains bound to the full extent of their purchasing or fixed capacity commitments.

Given their commercial value, flexibility options are often heavily negotiated. Caps or restrictions on the exercise of flexibility options, or corresponding obligations to “make up”, or “make good” the relevant quantities in subsequent years, can dilute the commercial value of such an entitlement in ways that are not immediately obvious. Careful attention should therefore be paid to the terms themselves and how they might operate over time.

2) Allocation: Get what you’re given?

As inventories continue to fall short of demand, allocation of limited wafer output among customers has latterly become a feature of many segments of the memory market (including HBM, DRAM and NAND). Frequently, it is hyperscalers, strategic customers, or even those buyers who maintained orders during recent downcycles that are benefiting from allocations. Understanding the scope of any allocation provisions in a long-term supply contract is an important tool in effectively mapping procurement needs.

This too may involve careful analysis. If an allocation mechanism is specified in the long-term contract, has it been clearly expressed and thought through? If allocation is left at the discretion of the supplier, it is important to consider what the boundaries of such discretion are (if any). Under English law, for example, discretionary powers exercisable by one party may in certain circumstances be subject to implied constraints. Likewise, powers that are framed by reference to reasonable endeavours, or are to be exercised in good faith, may be different in substance to those that are phrased as being at the deciding party’s sole or exclusive discretion. Again, much will turn on the precise wording of the contract. However, these are legal distinctions that parties may nevertheless derive clear value from being aware of when negotiating. Having a clear idea of what you are either entitled to as a buyer, or what constraints you are subject to as a seller, promotes operational clarity across the life of the contract and allows both parties to derive the full commercial value of what they have negotiated.

3) Liquidated damages: A moving target

Long-term contracts premised on security of supply will often contain provisions requiring the payment of a fixed amount of damages in the event of a failure to supply contracted volumes (or even to take delivery of reserved capacity). The primary benefit of liquidated damages provisions is that they provide the parties with certainty over their financial exposure in the event of a particular event of non-compliance.

It is important to consider carefully the level at which any liquidated damages provisions are set and ensure that any other restrictions (for example caps on the cumulative amounts that can be claimed) are drafted clearly. In a volatile or distressed environment, these provisions may become more frequently engaged. Parties should similarly evaluate how such provisions might affect their commercial operations across a range of market scenarios.

Here, it is sensible not to assume that these provisions will only be triggered sporadically, or in a market environment similar to that at the time of negotiation. Approaching provisions in this way may help guard against the adverse financial consequences that can flow from such clauses being applied to circumstances not directly anticipated when the contract was drafted.

4) Lessons from recent force majeure declarations

The war in the Gulf has provided a vivid reminder of the risks of chokepoints in international supply chains. The semiconductor industry’s exposure to similar risks is well-understood.

It is therefore sensible to consider how the force majeure provisions in a long-term contract might operate in the event of disruption. The semiconductor industry has seen recent reports of some suppliers of critical inputs only being able to supply some of their buyers, but not all of them, because of the impact of the conflict. How does this kind of situation impact a manufacturer’s ability to declare force majeure, given clauses will typically require the claiming party to have sought to continue performing their contract in some way? Does a supplier need to secure alternative supplies to continue performance, and, if so, how hard do they need to try? How does a party wishing to claim force majeure choose who to supply and who not to? And if a company’s manufacturing output comes to a halt because one of its suppliers has declared force majeure, can they pass that declaration on to their customers as well?

The answers to these questions are often highly sensitive to both the prevailing facts, as well as the specific terms of the force majeure clause. This means that declarations of force majeure can often be contentious. Counterparties should therefore consider known or anticipated chokepoints or disruptions in the semiconductor supply chain and test the specific drafting of the force majeure provision against these when negotiating the contract. Parties should also be aware of any potentially relevant principles under the governing law of the contract. Those who cultivate an understanding of the interplay between these factors may find themselves in a better position in the event of external disruption than one who has merely presumed that a force majeure provision will avail them. This is obviously more pertinent to longer-term contracts, which are more likely to witness some period of disruption during the life of their terms.

Conclusion

Semiconductors have become one of the primary bottlenecks of the global economy, from data centres right down to consumer electronics. The transition of the market towards longer-term contracts is a reaction to this, and one that brings distinct legal issues. Many of these are more acute against the backdrop of a volatile market. As the examples discussed in this piece illustrate, understanding these legal issues is important to negotiating the right contract. This in turn can help both buyer and seller maximise the commercial value of their agreement and, more importantly, avoid disputes and disruption.

The Data (Use and Access) Act 2025 and the new right for individuals to complain to controllers

Tue, 02 Jun 2026 16:03:51 +00:00

The UK’s data protection framework continues to evolve following the enactment of the Data (Use and Access) Act 2025 (DUAA). One of the more operationally significant developments for organisations is the introduction of a new statutory right for individuals to complain to controllers regarding infringements of the UK General Data Protection Regulation (GDPR), as well as a framework governing how controllers must handle those complaints.

The relevant provisions will apply from 19 June 2026, pursuant to the Data (Use and Access) Act 2025 (Commencement No. 6) Regulations 2026. On or before that date, organisations subject to the UK GDPR will need to update their privacy notices, and introduce formal data protection complaint handling processes that meet specific legal requirements.

Although individuals will retain their right to complain directly to the Information Commissioner’s Office (which will become the “Information Commission” under other changes introduced by the DUAA) (ICO), the reforms are designed to ease the ICO’s related regulatory burden and therefore to encourage individuals to raise concerns with controllers in the first instance, with controllers now expected to provide accessible complaint channels, acknowledge complaints within prescribed timeframes, investigate concerns appropriately and communicate outcomes without undue delay.

These new obligations represent a significant formalisation and strengthening of regulatory expectations. In practice, complaints handling will become a more visible and auditable aspect of organisational accountability under UK data protection law.

What is changing?

The new right to complain and related complaints handling requirements are introduced through the new section 164A of the Data Protection Act 2018 (DPA 2018), as amended by the DUAA.

The new right allows individuals to make a complaint to a controller if they consider that the controller has infringed the UK GDPR when processing their personal data. Broadly, the reforms require controllers to:

Provide at least one accessible way through which individuals can submit data protection complaints (for example, by providing an online complaint form which can be completed and submitted electronically)
Acknowledge complaints within 30 days of receipt
Take “appropriate steps” to investigate complaints (including making enquiries into their subject matter) without undue delay
Keep complainants informed about the progress and outcome of complaints without undue delay
Inform individuals of their right to complain in their privacy notices
Maintain appropriate records relating to complaints and their resolution

The ICO has also published guidance explaining that organisations should treat complaints handling as part of their broader accountability obligations and ensure complaints can be identified, assessed, investigated and resolved consistently and transparently.

Importantly, the concept of a “data protection complaint” is broad. According to the ICO, complaints may arise in relation to any alleged infringement of the UK GDPR, including concerns relating to subject access requests, direct marketing, retention practices, transparency obligations, cookies and other tracking technologies (insofar as they involve the processing of personal data), as well as security incidents and the lawful basis relied upon for processing.

The reforms also introduce related changes to transparency and individual rights request response requirements under the UK GDPR.

In particular, Article 12(4) of the UK GDPR now requires controllers, where they do not take action on a request made by a data subject (such as a rectification, erasure or restriction request), to inform the individual not only of their right to complain to the ICO under section 165 of the DPA 2018, but also of their right to make a complaint to the controller under section 164A of the DPA 2018. Similarly, Articles 15(1)(ea) and (f) of the UK GDPR require controllers, as part of the information provided in response to a subject access request, to inform individuals of both these rights.

These amendments are operationally significant because they require organisations not only to maintain a compliant complaints process, but also to ensure that complaints information and signposting are properly embedded into privacy notices, data subject access request (DSAR) response templates and broader data subject rights communications.

In addition, the new section 164B of the DPA 2018 gives the secretary of state the power to introduce regulations requiring controllers to provide the ICO with information about the number of complaints received over a certain period. Although no such reporting regime has yet been implemented, the provision indicates that complaints handling metrics and trends may become a more formal component of regulatory oversight in the future.

Why this matters

Many organisations already manage privacy-related complaints through existing customer service, legal or other compliance functions. However, the new regime introduces more prescriptive operational requirements and creates clearer regulatory expectations around how complaints are received, documented and resolved.

The ICO’s guidance makes clear that organisations should have documented processes in place, train relevant staff and maintain records demonstrating how complaints were handled, and why specific decisions were reached.

The reforms are therefore likely to require organisations to move away from informal or fragmented approaches to complaints handling. Complaints processes will need to be sufficiently structured and auditable to withstand regulatory scrutiny, if challenged.

What should organisations do now?

With the commencement date approaching, organisations should assess whether their existing privacy governance frameworks are capable of supporting the new requirements.

In particular, organisations that are subject to the UK GDPR and processing personal data as controllers should consider the following steps:

1. Review and update privacy notices

Privacy notices should be updated to explain:

The individual’s right to raise a data protection complaint with the organisation
How complaints can be submitted
The channels available for complaints
The individual’s continuing right to complain to the ICO

Organisations should also put together, or review existing templates used in response to data subject rights requests to ensure that appropriate complaint signposting is included, where required.

2. Establish a formal complaints handling process

Organisations should implement a documented process for managing data protection complaints from intake through to resolution.

This should include:

Mechanisms for receiving complaints through appropriate channels
Procedures for identifying and classifying complaints
Escalation pathways for high-risk or complex matters
Investigation and response procedures
Record-keeping requirements
Oversight and governance arrangements

The ICO recommends ensuring that complaints are easy to submit, and that organisations can recognise complaints even where individuals do not use formal terminology or expressly refer to “data protection” concerns. Controllers should also recognise that, as with other requests from individuals to exercise their rights under the UK GDPR, complaints may be received through any channel (including in person, by phone, in writing or via social media) and do not need to be labelled explicitly as “data protection complaints” in order to fall within scope.

Examples provided by the ICO include:

Providing a complaint form that individuals can submit to the controller either electronically or in writing (e.g., by email or post)
Providing an email address to which individuals can submit complaints
Allowing people to make complaints over the phone
Providing an online complaints portal
Having a live chat function with the option to escalate to a human if needed
Giving individuals a way to make complaints in person (e.g. if you don’t have an online presence)

3. Implement tracking and audit capabilities

Organisations should ensure that complaints can be logged, monitored and evidenced appropriately.

This is particularly important given the statutory requirement to acknowledge complaints within 30 days of receipt, and to take appropriate steps to respond without undue delay.

Organisations should therefore consider whether their existing systems, processes and procedures can sufficiently:

Record receipt dates, key milestones and other pertinent information
Distinguish complaints from DSARs and other rights requests
Maintain investigation records and details of the rationale for the outcome
Identify repeat or systemic issues
Support management reporting and governance oversight

4. Train relevant teams

Frontline personnel, customer service teams, HR teams, legal functions, compliance personnel and data protection officers (DPOs) should understand:

What constitutes a data protection complaint
How complaints should be escalated internally
Applicable timelines and obligations
How complaints interact with other regulatory processes, such as personal data breach management and rights request handling.

Given that a data protection complaint could be made to any member of staff, the ICO also specifically recommends ensuring staff understand how to recognise and route complaints appropriately.

5. Review processor and group arrangements

Organisations should also assess whether existing contractual arrangements with processors (including, where relevant, other group entities) adequately cover support in complaint handling obligations or in responding to data subject rights requests, more broadly.

Although the statutory obligations apply primarily to controllers, controllers may still require support from processors when investigating complaints relating to outsourced processing activities.

International organisations should also consider whether UK-specific complaints handling requirements need to be incorporated into broader global privacy governance frameworks.

Looking ahead

The new complaints handling regime reflects a broader regulatory trend towards demonstrable accountability in data protection compliance.

From 19 June 2026, organisations will not only need to comply with substantive data protection obligations under the UK GDPR and DPA 2018, but also demonstrate that they can receive, manage and resolve complaints in a structured, transparent and timely manner.

Organisations that have not yet reviewed their complaints handling arrangements should begin readiness assessments now. Updating privacy notices, implementing documented complaint handling procedures and ensuring appropriate governance and audit mechanisms are in place should be treated as key priorities ahead of commencement.

For an overview of other changes introduced by the DUAA, please visit our article, “The Data (Use and Access) Act 2025: A New Chapter in the UK’s Data Protection Framework.”

What GCs should consider for US AI deployment in 2026

Tue, 02 Jun 2026 09:51:15 +00:00

For many organizations, the question is no longer whether to adopt an AI governance program. Most organizations already have one (or at least the beginnings of one) in the form of AI use policies, intake processes, vendor diligence questionnaires, data-use restrictions, employee training and legal review procedures. But the AI landscape is moving faster than many of those programs were designed to handle.

In 2026, AI governance is becoming less about whether and how employees may use generative AI tools, and more about how organizations manage AI that is embedded across the enterprise: in software as a service (SaaS) platforms, customer-facing products, developer tools, HR systems, cybersecurity workflows, marketing stacks, productivity suites and increasingly autonomous AI agents. The result is that many organizations’ original AI policies and procedures, which are often focused on employee prompting, confidential information and public chatbot use, need to be updated for a more complex environment.

This update highlights some key issues that general counsels and legal departments should be revisiting now as part of their AI governance. These include the rise of agentic AI, the expansion of third-party and SaaS vendor AI risk, topical updates regarding AI and IP (including open source and licensing of training data), AI litigation risk, and a rapidly developing patchwork of AI-specific laws and regulations in the United States and abroad.

The core takeaway is simple: AI governance should not be treated as a one-time policy project.

It should be a living legal, compliance, privacy, security and product governance framework that evolves with the technology. But AI governance can build on existing policies, rather than requiring an entire “net new” set of policies.

For GCs, 2026 is the year to pressure-test whether existing AI governance fits the ways in which AI is procured, deployed, embedded and used across the organization.

Hot Topics in Pensions – Summer 2026

Tue, 02 Jun 2026 09:00:00 +00:00

Our summer hot topics in pensions celebrates the British seaside with some fascinating facts. Do you know how many light bulbs make up Blackpool’s illuminations, or which seaside resort hosts the world’s longest pleasure pier at a whopping 1.33 miles? We provide the answers to these questions and more, while highlighting 10 key issues for your trustee or corporate agenda.

Our topics include updates on

The second pension commission’s interim report
The Pension Schemes Act 2026
The Virgin Media remedy
Dashboards
Inheritance tax and pensions
Verifying the identity of trustee directors
The Local Government Pension Scheme’s fit for the future reforms
Artificial intelligence and the pensions industry
Pensions developments on the horizon

We also draw some lines in the sand around your own holiday preparations – read full insight to learn more!

Pensions weekly update – 28 May 2026

Thu, 28 May 2026 09:39:06 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

We mentioned in a previous weekly update that a recent survey by the Society of Pension Professionals (SPP) showed that 100% of respondents are now using AI, up from 87% last year, and most respondents expect to see an increase in usage. Referencing the SPP’s survey, The Pensions Regulator (TPR) has published its AI Plan, with guidance expected to follow in the summer. The plan outlines the risks and benefits of using AI in the provision of pension services, and sets out TPR’s expectations for trustees, scheme administrators and scheme managers, particularly around good governance and data use and quality.
The government has published its outcome of technical consultation on its “fit for the future” reforms to the local government pension scheme. The reforms are “designed to unlock the investment potential of the scheme through further consolidation, build on the scheme’s successes as a local investor and improve the governance of local pension funds to ensure stronger oversight, capability and accountability”. The Pension Schemes Act 2026 contained the framework, while the technical consultation covered the regulations that provide the detail relating to governance and pooling. The regulations have now been laid before Parliament, and will be in force from 30 June 2026. Separately, the government has said that updated statutory guidance (anticipated to include guidance around fiduciary duties, which may inform the guidance expected for private sector schemes) will be published soon, before the new regulations come into force.
The Financial Conduct Authority has published the tenth edition of its regulatory initiatives grid. It is a great source for identifying upcoming developments and legislation in the pensions arena, along with an expected timeline for bringing in those initiatives. The 16 initiatives relating to pensions start on page 51. New information, following TPR’s engagement with the professional trusteeship market, is that TPR will produce a market oversight report in September 2026, on professional trusteeship offerings and business models. Before that, however, the grid flags that TPR plans on publishing guidance throughout the year on specific risk areas of the professional trusteeship market, starting with guidance on appointing a professional corporate sole trustee in May 2026.
The Pension Schemes Act 2026 contained what has been colloquially referred to as the Virgin Media remedy. This provides that in many circumstances, if certain conditions are met, schemes that were formerly contracted-out on the reference scheme test basis will be able to treat otherwise invalid alterations as always having been valid. In response to this, both the Financial Reporting Council (FRC) and TPR published guidance for actuaries and trustees respectively. The FRC has now updated and published its final guidance for actuaries on the topic.
Join our colleagues in our Labour & Employment team who are holding a webinar on 17 June 2026. They will explore the key issues to consider when changing terms and conditions of employment, including the new restrictions on employers to change terms and conditions via the “dismissal and reengagement” route under the Employment Rights Act 2025.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

Inside Australia’s mandatory merger regime: What the data reveals

Thu, 28 May 2026 09:00:00 +00:00

On 9 April 2026, the Australian Competition and Consumer Commission (ACCC) published its first operational update on Australia's new mandatory merger control regime, revealing that 91% of applications made have been resolved within 20 business days in the first quarter of 2026.¹ The operational data covers three months from the start of the regime on 1 January 2026, and it reinforces the ACCC’s confidence in the new regime.

Rather than materially slowing deal timelines, as many practitioners feared, the early evidence suggests that the ACCC is prioritising efficient clearance of low-risk transactions, while reserving substantive scrutiny for a narrower subset of deals that raise genuine competition concerns.

This article examines what the data published on the public register reveals about the practical operation of Australia’s new merger regime. It explores the ACCC’s emerging approach to waiver applications, the transaction profiles that have attracted closer scrutiny, and the procedural and strategic implications for lawyers advising clients on Australian transactions. We also consider the broader structural changes created by the regime, including the immediate public disclosure of filings and the evidentiary demands of the waiver process.

The new regime

Australia's shift from a voluntary, informal merger clearance regime to a mandatory and suspensory regime under the Competition and Consumer Act 2010 (Cth) marks the most significant overhaul of Australian merger law in a generation.

The motivation for reform was threefold: to bring Australia into alignment with jurisdictions like the EU and the US; to introduce procedural transparency and consistency; and to allow anticompetitive mergers to be blocked before completion, rather than unwound by the courts after the fact.

Snapshot of the ACCC register

The ACCC's April 2026 update provides the first empirical window into how the regime is functioning in practice.² The ACCC's early clearance data has proven more favourable than its own pre-commencement projections.

Prior to the regime's introduction, the ACCC indicated that it expected approximately 80% of mergers to be cleared within 15 to 20 business days. However, during the first quarter, the ACCC approved or granted over 90% of notified acquisitions or waivers within 20 business days, a material improvement on its benchmark, which provides reassurance to transaction parties concerned about the impact of mandatory notification on deal timelines.

Another surprise in the data is that the number of notification waiver applications greatly exceeded the ACCC’s estimate of 8.3 waiver reviews per month (approximately 33 in total), while the number of Phase 1 applications was much less than the expected 27.9 per month (approximately 112 in total). In reality, the ACCC has:³

Received a total of 152 waiver applications to 30 April 2026, being an average of 38 applications per month (over four times the number of applications predicted).
Received a total of only 76 Phase 1 applications, being an average of 8.9 per month (roughly 30% of the number predicted).
Taken an average of 12 business days to grant a notification waiver.
Taken an average of 19 business days to make a decision whether or not to approve a Phase 1 notified acquisition.
Required only four notification applications to progress to Phase 2 review. In each case, the application involves either a highly concentrated market, a significant incumbent acquiring an important competitive constraint, or both.⁴
Not referred any notification acquisitions to the Public Benefits Phase.
Not blocked any notification acquisitions.
Not imposed conditions on any of its approved notified acquisitions.

Filings have been spread across a wide range of industries with no single sector dominating. Construction, engineering and infrastructure services have been a prominent source of filings, reflecting the consolidation-driven and asset-intensive nature of those sectors. Significant filing activity has also occurred in healthcare and medical devices, professional services, transport and logistics, and financial services.

Waiver applications: The preferred pathway for low-risk deals

The waiver mechanism has emerged as the regime's most commercially attractive feature. With an average processing time for waiver notifications of only 12 business days, compared with 19 business days for Phase 1 approvals, and a filing fee of only AU$8,300 for a waiver application, compared with AU$56,800 for Phase 1 notification applications, merger parties have a compelling financial and efficiency incentive to pursue the waiver pathway wherever the transaction permits.⁵ Speed compounds the advantage: waiver applications are assessed on the information provided at lodgement without pre-consultation or further investigation, are not subject to Australian Competition Tribunal review and, unlike notified acquisitions, can close immediately on approval without a 14-day waiting period. Given its advantages over a Phase 1 application in both cost and speed, the waiver pathway is emerging as the preferred pathway.

Notwithstanding the advantages, there are some risks to proceeding by way of waiver. Although the overwhelming majority of notification waivers are granted, it is important to note that 8% of waiver applications are not approved. If a waiver is rejected, a Phase 1 application will need to be made and the timeline for ACCC assessment recommences from the date the new application is lodged, potentially putting the parties up to three weeks behind their timetable.

For this reason, it is important for parties to take note of the limited circumstances where the ACCC recommends proceeding with a notification waiver – namely, where a transaction meets the mandatory thresholds but clearly involves low or no plausible competition risks.

This includes acquisitions where:

(a) There are no competitive overlaps between acquirer and target
(b) The merger parties have very low market shares
(c) There are no vertical or conglomerate issues
(d) There are no complex factual scenarios, e.g. a failing firm situation

The end of confidential pre-assessment

If notification is required or a waiver application is made the ACCC must publish the filing on the public register within one business day of lodgement. This fundamentally alters transaction sequencing. A party lodging a waiver application before public announcement now risks disclosing the transaction to competitors, customers, suppliers, employees and investors before the parties are commercially prepared to do so.

In practice, filing and public announcement must now usually occur simultaneously. This creates a structural tension that did not exist under the old regime. Parties want to commence the ACCC timetable as early as possible to minimise delay to completion, but doing so now requires accepting immediate public disclosure of the transaction.

The ACCC register as a competitive intelligence tool

The public register is not merely a transparency mechanism. It is rapidly becoming a sophisticated competitive intelligence resource. Within one business day of lodgement, competitors can identify that a rival has entered into an acquisition, the identity of the target, the industry involved, and the broad competitive overlap described in the filing. In many industries, this information is strategically sensitive and may expose a competitor's expansion strategy.

The register also creates a mechanism through which competitors can influence ACCC review processes. In Phase 1 reviews, the ACCC invites market participants to make submissions through its market consultation process, a rival alerted by the register may actively make submissions designed to slow, complicate or condition clearance.

Monitoring the register is, therefore, becoming a routine strategic activity for active market participants, not merely a legal compliance exercise.

The information burden

The waiver process is conducted entirely on the papers provided at the time of lodgement. If the material lodged does not allow the ACCC positively to conclude that no plausible competition concern exists, the waiver will be refused. This creates a substantial information burden for merger parties lodging waiver applications.

Waiver applications should be approached as substantive evidentiary exercises rather than simplified administrative filings, and must affirmatively demonstrate, on their face, that no plausible competition risk exists. Applications must include detailed evidence addressing local competitors, market shares, customer switching behaviour and proximity analysis. The ACCC will not fill gaps left by an incomplete or ambiguous application. In particular, geographic overlap cases require detailed local market analysis, mapping and competitive evidence.

In addition, for private equity (PE)-backed acquirers, the connected entity analysis required under the regime extends beyond the acquisition vehicle itself to the broader sponsorcontrolled portfolio. A PE-backed bidder may, therefore, need to analyse whether any other portfolio company supplies overlapping or vertically related services in Australia.

This is not a trivial exercise for large sponsors with diverse Australian exposure. It requires ongoing portfolio mapping and updated internal tracking systems capable of rapidly identifying connected entities and relevant Australian revenue streams.

Final points of note

Front-load your information gathering – Corporate development teams, PE sponsors and legal advisors should integrate competition screening into their standard M&A workflow (as many already do for the US, the EU, the UK and elsewhere).
Parties should expect substantial document collection and a requirement for competition analysis before filing.
Approach waiver applications as evidence-intensive submissions – The ACCC assesses waivers on the papers and cannot give applicants the benefit of the doubt on evidentiary gaps. A waiver application must affirmatively demonstrate, on its face, that no plausible competition risk exists. Geographic overlap cases demand detailed local market analysis, competitive mapping and supporting evidence, not high-level assertions.
Condition precedents – Conditions precedent are being drafted with greater precision to reflect the statutory timelines and procedural mechanics of the new regime, including the Phase 1 and Phase 2 review periods, the circumstances in which timelines may be extended, and the obligations on each party to cooperate in progressing the regulatory process.

Even though only 5% of Phase 1 applications are referred to Phase 2, because Phase 2 filing fees can be disproportionate to deal value in smaller transactions (fees for Phase 2 start at AU$475,000 for transactions valued at AU$50 million or more; AU$855,000 for transactions from AU$50 million to AU$1 billion; and AU$1.595 million for deals over AU$1 billion), buyers are increasingly including express “off-ramp” termination rights if a deal looks like it will be escalated to Phase 2.

Conclusion

The early operation of the new regime suggests that the ACCC is attempting to balance expedited clearance for straightforward transactions with targeted scrutiny of more complex or uncertain deals. While the system appears to be functioning efficiently for low-risk acquisitions, the waiver determinations demonstrate that successful navigation of the regime depends heavily on preparation, evidentiary support and early competition analysis. In that respect, the regime may ultimately reshape Australian deal practice less through substantive enforcement outcomes than through the behavioural discipline it imposes on transaction planning and regulatory readiness.

¹^{New merger control regime off to a positive start}^{, Australian Competition and Consumer Commission, 9 April 2026.}
²^Ibid.
³^{Acquisitions Register}^{, Australian Competition and Consumer Commission, 15 April 2026.}
⁴^Ibid.
⁵^{The filing fees under the new regime are cumulative in nature. A waiver application attracts a fee of AU$8,300, while a Phase 1 notification carries a fee of AU$56,800. Where a waiver application is unsuccessful and the acquiring party is required to proceed to formal notification, both fees are payable, bringing the total cost of filing to AU$65,100.}

A herring with sharks’ teeth

Wed, 27 May 2026 15:58:57 +00:00

A Dutch delicacy is maatjes – raw young herring eaten whole while held by the tail. Kyndryl must have felt very much like such a young herring yesterday when the Dutch government formally prohibited its proposed acquisition of Solvinity, the Dutch IT services provider.

The decision followed a recommendation by the Bureau Toetsing Investeringen (BTI) to block the transaction. The deal had become politically sensitive because Solvinity provides services connected to DigiD and other Dutch governmental digital infrastructure. We understand that the principal concern was that, under US ownership, Solvinity could jeopardise the public interest, which is broader than just national security, and also includes considerations around digital sovereignty and integrity of data, as a result of it becoming subject to American extraterritorial legislation, including the Clarifying Lawful Overseas Use of Data (CLOUD) Act and the Foreign Intelligence Surveillance Act-related disclosure obligations. The decision itself will not be disclosed to the general public for security reasons.

The prohibition was adopted under the Dutch telecommunications security screening regime rather than under the broader Dutch foreign direct investment (FDI) framework introduced by the Vifo Act. However, the same authority – the BTI – is responsible for enforcing both regimes. The mechanics are structurally familiar to practitioners working with the Committee on Foreign Investment in the United States, the UK National Security and Investment Act or other European national screening systems. The BTI conducts a national security-type assessment focused on the continuity of critical processes, the integrity and exclusivity of sensitive knowledge or data, and undesirable strategic dependencies. What makes the case particularly notable is not merely the prohibition itself, but also the geopolitical direction of travel it illustrates.

Although drafted in neutral terms, the Dutch screening mechanism – like its counterparts elsewhere in Europe – was initially politically framed around Chinese acquisitions of strategic assets. That the Dutch government does not shy away from taking on geopolitical heavyweights was already evident last year, when it intervened in Nexperia and imposed temporary control measures amid concerns regarding the transfer of critical semiconductor capabilities and strategic dependence on China. The Dutch authorities justified the intervention on the basis of protecting crucial technological knowledge and capabilities considered essential for European economic security and supply chain resilience.

Questions surrounding potential US government access to data through the CLOUD Act and similar instruments have long formed part of FDI reviews in Europe. This in itself is not new – nor are calls for increased digital and data sovereignty within the EU. However, the fact that a government has actually followed through on those concerns and prohibited a US transaction is unusual, and is something that dealmakers in data-sensitive sectors will increasingly need to take into account. The Solvinity decision now demonstrates that the Dutch government is willing to apply the same logic to allied jurisdictions where concerns regarding sovereignty, data access or strategic autonomy arise. State Secretary Willemijn Aerdts explicitly stressed that the review was “country-neutral, risk-based and proportionate”, notwithstanding the fact that the acquirer was American.

Some have argued that, in the Nexperia matter, the Dutch may have bitten off more than they could chew. The same question may now arise in relation to the US. We keep our eyes focused on the shark tank and will continue to report. We keep our eyes focused on related developments and will continue to report.

HSR Update: Fifth Circuit grants abeyance in Hart-Scott-Rodino Act (HSR) appeal

Wed, 27 May 2026 09:00:00 +00:00

On May 26, 2026, the US Court of Appeals for the Fifth Circuit granted the Federal Trade Commission’s (FTC) unopposed motion to hold its appeal in abeyance in Chamber of Commerce v. FTC.

The appeal arises from the district court’s decision vacating the FTC’s 2024 rule, overhauling and greatly expanding the reporting requirements under the HSR Act. In seeking abeyance, the FTC explained that it is “seriously considering potential revisions” to the HSR notification requirements, and that the current aim is to publish any notice of proposed rulemaking further revising the HSR reporting requirements by the end of 2026. During the abeyance, the FTC will continue to accept HSR filings using the same form and instructions that were in place before the FTC’s 2024 rule took effect in February 2025.

What this means

The grant of abeyance, and the FTC’s stated rationale, suggests:

There will be no near-term appellate resolution of the district court’s vacatur of the FTC’s 2024 HSR rule
Any changes to the HSR form are more likely to come through revised rulemaking
The current (pre-2025) HSR regime is likely to remain in place through at least the remainder of 2026

Practical takeaways

Parties should use the prior HSR form as the default for current filings. The reduced upfront burden (including more limited narrative and document requirements) should continue to apply for the foreseeable future.
Expect continued agency engagement during the waiting period. Even under the prior form, agencies may seek additional information informally, particularly in transactions involving clear overlaps or vertical relationships.
Consider targeted supplemental disclosures where appropriate. In higher-risk deals, providing focused additional detail upfront may still help shape agency understanding and avoid delays.
Plan with greater timing certainty, but remain flexible longer-term. Parties should continue to monitor potential revised rulemaking that could affect transactions extending into 2027.
Remain mindful of document creation going forward. Materials prepared today (including strategic plans, competition analyses and transaction-related documents) could ultimately fall within the scope of a revised HSR regime if new requirements take effect in 2027 and should be drafted with that possibility in mind.

Held assets and the EU asset freeze – The Court of Justice on trusts

Tue, 26 May 2026 14:26:18 +00:00

Russia’s invasion of Ukraine in February 2022 led the EU to expand its sanctions list under Council Regulation (EU) No 269/2014, freezing the funds and economic resources of every individual added to it.

Several of those individuals had, in advance of being listed, placed valuable assets into trusts. The question this opened, and on which the courts had until recently said little, was whether the freeze reaches assets held in a trust where the trust deed formally excludes the sanctioned individual from any right to use or benefit from those assets. On 21 May 2026, the Court of Justice of the EU answered the question across three judgments delivered on the same day. In Case C-483/23 (T Trust), the First Chamber addressed the position of the settlor; in the joined references in Case C-428/24 (FZAR) and Case C-476/24 (SX), it addressed the position of the beneficiary. Together, the three rulings articulate a single working test: the freeze reaches trust-held assets wherever the sanctioned person retains, in law or in fact, the power to use those assets, to benefit from them, to dispose of them or to influence the trustee in relation to them.

Running out of workers – Managing Australia’s escalating labour shortage in construction contracts

Mon, 25 May 2026 09:00:00 +00:00

Rising labour costs and shortages

In November 2025, Infrastructure Australia released its Infrastructure Market Capacity 2025 Report (Infrastructure Australia’s Report), which examines public infrastructure demand and market capacity for the period 2024-2025 to 2028-2029.

Infrastructure Australia’s Report found, among other things, that:

The major public infrastructure pipeline has grown to AU$242 billion for the period 2024-2025 to 2028-2029, which is a 14% increase from last year’s outlook and reverses previous reductions in forecasted spending
This growth is driven by national priorities to supply more housing, and to accelerate the energy transition
There is an estimated shortage of 141,000 workers, which could reach a peak of 300,000 by 2027
For that reason, labour continues to pose a critical delivery risk with 63% of surveyed firms citing labour costs and 59%, citing labour and skills shortages as a substantial threat to delivery

Given those findings, companies preparing to commence new construction projects should carefully assess the risks of rising labour costs and shortages, and their contractual mechanisms for managing those risks.

Contractor-friendly considerations

Where a rise in labour costs or a shortage of labour occurs, which affects the contractor’s performance under a construction contract, but the contract contains no provision to deal with that scenario, the contractor would typically bear the risk of that change and any resulting impact on its performance.

For example, in Davis Contractors Ltd v Fareham UDC [1956] AC 696; [1956] 3 WLR 37, a contractor agreed to build 78 houses in eight months for a fixed price. Due to a shortage of labour, the project took 22 months, at an increased cost to the contractor.

The contractor made a claim for the increased cost, on a quantum meruit basis, asserting that the contract had been frustrated due to the scarcity of labour. The House of Lords rejected that claim and held that the contract had not been frustrated, even though the change in circumstances had rendered the contract more onerous than the parties had contemplated. Lord Reid said: “The delay was greater in degree than was to be expected. It was not caused by any new and unforeseeable factor or event; the job proved to be more onerous, but it never became a job of a different kind from that contemplated in the contract.” Similarly, Lord Radcliffe said: “[T]he cause of the delay was not any new state of things which the parties could not reasonably be thought to have foreseen. On the contrary, the possibility of enough labour and materials not being available was before their eyes and could have been the subject of special contractual stipulation. It was not made so.”

On the above basis, contractors concerned about the anticipated rise in labour costs or shortages of labour, should, in the words of Lord Radcliffe, “make it the subject of special contractual stipulation”.

For example, a contractor could seek to:

Contract on a “cost plus” basis, which would allow it to recover its actual labour costs from the owner
Include a price escalation mechanism in any fixed price construction contract, which is triggered on a periodic or other basis (for example, pursuant to clause X1 of the New Engineering Contract (NEC) engineering and construction contract (ECC), at each assessment date, an amount is added to the amount due to allow for inflation)
Increase the scope of provisional sums
Include a shortage of labour as either a delay event or force majeure event giving rise to an extension of time and/or delay costs (for example, pursuant to new clause 60.1(22) of the Library of Standard Amendments to the NEC4 ECC for public works projects in Hong Kong, a contractor can claim an extension of time due to a “shortage of labour which would have been unreasonable for an experienced contractor to have allowed for at the tender closing date”)
Include a broader definition of delay event or force majeure event (for example, pursuant to clause 20.1(19) of the NEC4 ECC, a “compensation event” includes “an event… which neither party could prevent, an experienced contractor would have judged at the contract date to have such a small chance of occurring that it would have been unreasonable to have allowed for it and is not one of the other compensation events stated in the contract”
Ensure that it is entitled to subcontract any part of its obligations under the construction contract without the owner’s approval, which may assist in overcoming any workforce shortages

Owner-friendly considerations

It is generally accepted that an equitable allocation of risk in construction contracts can have the effect of reducing project costs, minimising disputes and motivating timely completion of the project. Accordingly, if an owner is inclined to accept a contractor’s proposal to reallocate the risks of rising labour costs and shortages, it should seek to achieve an equitable risk-sharing position. For example, an owner could:

Include a guaranteed maximum price in any “cost plus” construction contract, in which case the risk of costs above the guaranteed maximum price would revert to the contractor (however, in this scenario, the contractor should ensure that the construction contract allows for the guaranteed maximum price to be adjusted for variations)
Include an incentivised target price in any “cost plus” construction contract, in which case the owner and the contractor would share in the risk of any cost overruns, or the rewards of any cost underruns, compared to the target price (again, the contract should allow for the target price to be adjusted for variations)
Include additional performance incentives to motivate the contractor to achieve timely completion (despite labour shortages)
Narrow or impose limits on the term “shortage of labour” if included as either a delay event or force majeure event (for example, pursuant to clause 8.5(d) of the 2017 FIDIC Yellow Book, the “Contractor shall be entitled subject to Sub-Clause 20.2 [Claims For Payment and/or EOT] to Extension of Time if and to the extent that completion for the purposes of Sub-Clause 10.1 [Taking Over the Works and Sections] is or would be delayed by…Unforeseeable shortages in the availability of personnel or Goods (or Employer-Supplied Materials, if any) caused by epidemic or governmental actions”);
Structure the construction contract so that it provides the contractor with a defined period of time to assess and claim the time and cost impact of a shortage of labour, but after expiry of that period, bars the contractor from claiming any additional time or cost resulting from the shortage of labour (which should motivate the contractor to address claims promptly)
Include an “early warning” mechanism to stimulate good management of any delays caused by a shortage of labour

Recommendation

The warning signs are already here. Infrastructure Australia projects a workforce shortage of 300,000 by 2027. With labour costs already ranking as the top delivery risk for the majority of firms surveyed, the pressure on construction contracts is only going to intensify. Project participants cannot afford to wait, and construction contracts should address the risks of rising labour costs and workforce shortages now, with clear and equitable risk allocation between the parties. The cost of getting this wrong (in delays, disputes and cost overruns) far outweighs the cost of getting it right from the outset.

If you would like to discuss how this may affect your projects or contracts, please contact us.

Government contractors beware: DOJ Antitrust Division doubles down on procurement bid rigging

Thu, 21 May 2026 17:19:07 +00:00

Recent statements by Department of Justice (DOJ) Antitrust Division leadership evidence the division’s heightened focus on prosecuting government contractors for procurement fraud.

Since 2019, the Antitrust Division has stood up, trained and deployed a multiagency task force charged with combatting antitrust crimes in the procurement process. In the past couple of years, this Procurement Collusion Strike Force (PCSF) has become the Antitrust Division’s primary weapon for prosecuting bid rigging, price-fixing and market allocation in government procurement. Now, with the Antitrust Division’s recent unveiling of its first ever whistleblower program, the Antitrust Division has warned that it has a “surge” of leads to fuel its investigations.¹ Government contractors should be aware that they are under the PCSF’s microscope and take care to implement a robust antitrust compliance program to prevent and detect antitrust misconduct.

The PCSF: Background and track record

The PCSF is a multiagency task force created to investigate and prosecute antitrust crimes in government procurement at the federal, state and local level, as well as abroad.² The task force is made up of the DOJ Antitrust Division, US attorneys’ offices, the Federal Bureau of Investigation and numerous inspectors general from federal agencies. In particular, the PCSF targets collusive conduct in the bidding process, such as bid rigging, where competing companies agree which will submit a winning bid; price fixing, where competitors agree what price to charge; and market allocation, where competing companies agree to divide customers or geographic markets.

The Antitrust Division has achieved significant successes in prosecuting procurement bid rigging through the PCSF.

Since its inception in 2019, the PCSF has opened nearly 200 investigations, 100 of which the task force initiated in fiscal year 2025 alone.³ As a result of these investigations, the PCSF has secured more than 85 guilty pleas and convictions and US$70 million in fines and restitution.⁴ The industries impacted have ranged from construction to IT services and involved contracts with agencies ranging from local public schools to the military services and Department of War (DOW).

Most recently, in March, the PCSF announced the first guilty plea in an ongoing investigation into bid rigging of contracts at US military installations.⁵ The owner of a shelving and storage supply company pled guilty to submitting collusive bids for healthcare-related projects at an Air Force base in Georgia that were funded through the Defense Logistics Agency, totaling US$1.6 million. The contractor admitted that he conspired with another contractor to intentionally submit higher prices than his competitor, then concealed his actions by rewriting bid forms in his own handwriting. The indictment alleges that additional co-conspirators were involved in the scheme, and additional charges likely are forthcoming.

Also in March, the PCSF announced another guilty plea in a nine-year bid-rigging scheme to defraud the US Air Force.⁶ A former service member pled guilty to conspiring to wire fraud and bribery-related charges for his role in a US$37 million fraud scheme to inflate the cost of IT contracts to the US Pacific Air Forces. The service member faces up to 20 years in prison and agreed to pay more than US$1.4 million in restitution to the DOW. He also will be subjected to a five-year debarment from doing business with the US government. The servicemember is actively cooperating in the government’s case against his co-conspirators.

In addition to securing guilty pleas, the PCSF has won convictions of government contractors at trial, resulting in significant jail sentences. In January, the owner of Independent Marine Oil Services LLC was convicted by a jury of 34 felonies related to submission of US$4.5 million in fake invoices to US Navy and Coast Guard ships attempting to purchase fuel for military operations. He was sentenced in April to five years in prison.

Antitrust Division signals pipeline of procurement bid-rigging cases

Recent public statements by Antitrust Division officials signal that the division remains committed to prosecuting bid rigging in government procurement. In March, the acting deputy assistant attorney general (DAAG) for criminal enforcement, Daniel Glad, lauded the PCSF for producing “measurable results” and emphasized that combatting procurement collusion “remains a priority” in 2026.⁷ DAAG Glad noted that nearly half of the Antitrust Division’s open investigations relate to government procurement, reflecting a steady pipeline created by the PCSF.

The Antitrust Division’s new whistleblower program likely will fuel the PCSF’s investigations. Assistant Attorney General (AAG) Omeed Assefi recently touted the new whistleblower program as having “generated a flurry of tips” that have led to criminal charges.⁸ Announced in July 2025, the program gives the division discretion to award an individual who reports original information about an antitrust offense that results in fines or recoveries of at least US$1 million with 15-30% of the recovery. Only six months into the program, the Antitrust Division announced in January a $1 million reward to a whistleblower whose information led to bid-rigging charges against an online auctioneer for used vehicles.⁹ AAG Assefi has noted a “frenzy” of whistleblower activity that could lead to prosecutions.

Why the PCSF matters to government contractors

In light of the Antitrust Division’s heightened focus on procurement bid rigging, government contractors should understand the risk of facing a criminal antitrust investigation. Those risks include:

Jail time and criminal fines – Antitrust violations such as price-fixing, bid-rigging and market-allocation schemes are prosecuted criminally and carry the weight of jail time and criminal fines. Under Section 1 of the Sherman Act (15 U.S.C. Section 1), such conduct is punishable by up to 10 years in prison and a US$1 million fine for individuals and US$100 million in criminal fines for companies.
However, the Antitrust Division has often charged antitrust crimes under Title 18, the criminal code, where fraud-related conduct can result in up to 20 years in prison for each count. Corporate fines can also exceed the statutory cap to twice the gross gain or loss and have, at times, reached billions of dollars in large, cross-border cases.
Government contractors should heed the Antitrust Division’s threat of jail time and longer prison sentences for antitrust crimes. Division leadership has made clear that they are “laser focused on individual accountability” and committed to punishing wrongdoing with “significant jail sentences.”¹⁰ In fiscal year 2025, the number of prison days to which individuals were sentenced for antitrust crimes increased by 1200%. The division also has warned that procurement collusion cases are particularly likely to result in jail time for individuals because the PCSF has the training to detect and develop evidence of bid rigging, including through analysis of bids, contracts, communications among co-conspirators and pricing patterns.
Suspension and debarment – Government contractors may also be suspended and debarred for violations of federal and state antitrust statutes relating to the submission of offers to US government agencies.¹¹ A suspension or debarment essentially bars a contractor from doing business with the US government for a period of time. Specifically, any contractor debarred, suspended or proposed for debarment is excluded from receiving contracts and subcontracts – with a few limited exceptions in the case of subcontracts. Additionally, US government agencies are restricted from soliciting offers from, awarding contracts to, or consenting to subcontracts with these contractors, unless the US government agency head determines that there is a compelling reason for such action. A contractor debarred, suspended or proposed for debarment is also excluded from conducting business with US government agencies as agents or representatives of other contractors. For a company that does a significant work with the US government, either as a prime contractor or as a subcontractor, a suspension or debarment could be its death knell.
Private civil litigation – When criminal antitrust investigations become public, they inevitably prompt private plaintiffs to file related civil class actions against the companies under scrutiny. These civil litigations often consume defendant companies for years, if not a decade or more. They also subject the defendant companies to treble damages for the antitrust conduct. As a result, government contractors who are sued in a follow-on civil class action must devote substantial time and resources to litigating and resolving these cases.
Business disruption and reputational harm – Even if a government contractor ultimately is absolved of wrongdoing, a criminal antitrust investigation can significantly disrupt the business because the company is required to produce evidence and make witnesses available for testimony. To the extent that an investigation becomes public, contractors face the risk of reputational harm and financial loss to shareholders. The combination of a government investigation with follow-on civil litigation and potential suspension or debarment can be a deadly mix for a company.

Steps government contractors can take to reduce criminal antitrust risk

Government contractors can reduce their risk of criminal antitrust exposure by taking the following steps to shore up their compliance programs:

Adopting effective antitrust training– Employees in positions that expose them to potential antitrust risk should receive training tailored to their company’s risk. This includes employees and executives involved in pricing, sales/bids, marketing and forecasting, as well as those who touch employee compensation and benefits given the Antitrust Division’s focus on prosecuting labor market collusion. Training should go all the way up to the C-Suite to ensure that corporate leadership sets the proper “tone from the top.”
Implementing a reliable reporting mechanism– In light of the Antitrust Division’s new whistleblower program, government contractors should ensure that they have effective and trusted internal reporting systems in order for employees to internally disclose potential antitrust violations. If companies do not have this mechanism in place, employees may blow the whistle to the Antitrust Division before the company has an opportunity to avail itself of the division’s leniency program, which could protect the company from criminal prosecution.
Reviewing the bidding process to address red flags– The PCSF has published a list of “red flags of collusion” that outline how companies can assess bid-rigging risk. They include market risks, such as few vendors who control a large share of the market or products that are standardized; bid proposal risks, such as proposals containing similar handwriting, sent from the same address, or that contain last minute changes to price quotes; bidding patterns developed among competing companies over multiple awards, such as rotation of the award winner or the winning contractor’s award of subcontracting work to the losing contractor; and suspicious behavior evidencing collusion, such as a contractor submitting multiple proposals for a contract or submitting a proposal for services the contractor does not have the ability to provide.
Contacting outside counsel– If the company detects any concerning antitrust conduct, it should reach out to experienced outside antitrust counsel to conduct an internal investigation and advise regarding the risks and benefits of reporting the conduct to enforcers.

“Acting Deputy Assistant Attorney General Daniel Glad Delivers Keynote at the Global Competition Review Cartels: Live! Conference,” DOJ Office of Public Affairs, March 3, 2026.
Procurement Collusion Strike Force, DOJ Antitrust Division.
Id.; see also “Acting Deputy Assistant Attorney General Daniel Glad Delivers Keynote at the Global Competition Review Cartels: Live! Conference,” DOJ Office of Public Affairs, March 3, 2026.
Procurement Collusion Strike Force, DOJ Antitrust Division.
“Texas Man Pleads Guilty to Rigging Bids for Healthcare-Related U.S. Air Force Projects,” press release, DOJ Office of Public Affairs, March 18, 2026.
“Former Member of the Air Force Pleads Guilty to Multi-Year Bid Rigging Schemes and Conspiracy to Defraud U.S. Air Force,” press release, DOJ Office of Public Affairs, April 2, 2026.
“Acting Deputy Assistant Attorney General Daniel Glad Delivers Keynote at the Global Competition Review Cartels: Live! Conference,” DOJ Office of Public Affairs, March 3, 2026.
“It’s Not Personal Sonny, It’s Strictly Business: Aggressive Enforcement to Protect a Free Market,” DOJ Office of Public Affairs, March 23, 2026.
“Antitrust Division and U.S. Postal Service Make First-Ever Whistleblower Payment: $1M Awarded for Reporting Antitrust Crime,” press release, DOJ Office of Public Affairs, January 29, 2026.
“Acting Deputy Assistant Attorney General Daniel Glad Delivers Keynote at the Global Competition Review Cartels: Live! Conference,” DOJ Office of Public Affairs, March 3, 2026.
See 48 C.F.R. § 9.406-2.

UK sanctions on Russian energy – The two new OTSI/DBT general trade licences of 20 May 2026

Thu, 21 May 2026 16:30:29 +00:00

On 19 May 2026, the UK Department for Business and Trade (DBT), acting through the Office of Trade Sanctions Implementation (OTSI), signed and published two general trade licences (the liquefied natural gas (LNG) Licence and the Processed Oil Products Licence, together the Licences) under regulation 65 of the Russia (Sanctions) (EU Exit) Regulations 2019 (the Russia Regulations).

Both instruments entered into force on 20 May 2026. The Licences disapply, in carefully calibrated terms, two of the most recent prohibitions inserted into the Russia Regulations: the Chapter 4LA services ban on Russian LNG and the Chapter 4IB import-and-dealing ban on petroleum products refined in third countries from Russian-origin crude. Their practical effect is to keep two operationally critical flows of Russian-linked energy lawful for UK persons, Sakhalin-2 and Yamal LNG cargoes on short contracts, and diesel and kerosene-type jet fuel processed from Russian crude by third-country refiners, while leaving the headline prohibitions in force for everything else.

Working from home or hardly working? When WFH corner-cutting becomes misconduct

Thu, 21 May 2026 10:21:02 +00:00

The Fair Work Commission (FWC, or Commission) recently confirmed that an employee who falsified timesheets while working from home was not unfairly dismissed in Mr Neeraj Kumar v Hansen Corporation Pty Ltd [2026] FWC 519. The decision highlights the importance of remote-work accountability, appropriate workplace monitoring and procedural fairness.

The Facts

The applicant was employed full-time as a database manager and permitted to work from home due to the on-call nature of his role. Concerns arose after he repeatedly failed to attend online meetings on time, prompting his manager to investigate his system activity.

Using monitoring systems including Zscaler, Microsoft Entra and SentinelOne, the employer identified negligible activity during periods where the applicant claimed full working days. Despite the manager previously approving the timesheets, the investigation concluded the recorded hours could not have been worked based on the available data.

The applicant was issued allegations concerning falsified timesheets and failure to perform contractual hours. Reports were produced that suggested that he only logged in for ten minutes on one day. His WFH arrangement was not questioned per se, but the allegations addressed his sub-par performance of work.

In response, he largely admitted the conduct, acknowledging he had been “barely keeping up with the minimum” and accepting responsibility for inaccurate time recording.

Following a disciplinary meeting, the employer summarily dismissed him for serious misconduct.

Fair Work Commission proceedings

In a move that the employer may well have found surprising, given the applicant’s admissions during the disciplinary process, the applicant brought an unfair dismissal claim, attempting to dispute aspects of the allegations. His explanations were found unconvincing, including claims that:

He was reviewing a lengthy hard-copy report that evidence showed was significantly shorter.
He had little project work despite recording “project work” in his timesheets.
He misunderstood the allegations as relating only to office attendance.

Commissioner Clarke found there was a valid reason for dismissal, describing a “gaping chasm” between the applicant’s recorded hours and his actual work activity. The Commission held that dishonesty regarding hours worked fundamentally destroyed the employment relationship and breached trust and confidence. The commissioner further referred to the 2023 decision of Budgen v Verifact Pty Ltd [2023] FWC 2224 where the employee in question had also committed timesheet fraud. “It is elemental that dishonesty in representing that work has been performed, where it has not been performed, is destructive of the employment relationship,” Commissioner Clarke aptly noted.

The Commission also found procedural fairness had been afforded. The applicant was notified of the allegations, participated in meetings, and was encouraged to bring a support person but declined. Although the investigation was brief, it was considered sufficiently systematic and fair.

Commissioner Clarke ultimately observed:

“The Applicant’s initial response to the allegations was to not contest them. That response was wise. His decision to bring and persist with these proceedings was ill advised.”

Key takeaways

While the FWC decision is hardly surprising, there are a few useful reminders that can be taken from it:

Digital monitoring evidence is highly persuasive

The case demonstrates the increasing weight placed on:

– System activity logs

– Login records

– Application usage data

– Keystroke monitoring

– Other digital forensic evidence

Where monitoring evidence is detailed, objective and internally consistent, the Commission is willing to rely upon it in proving misconduct.

Employers should maintain clear monitoring and IT policies

Employers seeking to track and monitor performance, and then wanting to rely on surveillance evidence, should ensure they have:

– Transparent and legally compliant monitoring policies

– Acceptable-use IT policies

– Clear timesheet and WFH procedures

– Proper managerial oversight and accountability

Employers should also remain mindful of surveillance obligations under legislation such as the Workplace Surveillance Act 2005 (NSW) and Workplace Privacy Act 2011 (ACT), including notice requirements and limits on monitoring outside working hours.

Procedural fairness remains essential

Even where misconduct appears obvious, employers must still:

– Notify employees of allegations

– Provide an opportunity to respond

– Conduct a fair investigation

–Allow access to a support person if requested

The decision reinforces that procedural fairness remains critical to defending unfair dismissal claims.

WFH policies and oversight should be reviewed

The case also highlights the need for robust managerial oversight in remote work arrangements. While employees remain responsible for accurately recording time worked, employers should ensure expectations regarding productivity, reporting obligations and downtime are clearly communicated and consistently monitored.

With remote and hybrid work now firmly embedded in Australian workplaces, employers should ensure that their monitoring practices, policies and procedures remain legally compliant and operationally effective, particularly when we are seeing a significant increase in the number of AI tools and platforms that are being used to monitor productivity and employee output.

If this case raises concerns or queries for your business operations, or you would like more information on the potential impact of this decision, please contact our Labour & Employment team for assistance.

China’s first prohibition order targets the EU Foreign Subsidies Regulation

Wed, 20 May 2026 16:20:44 +00:00

The European Commission’s foreign subsidies investigation of Nuctech designated an unlawful extraterritorial jurisdiction measure.

Just one week after the Ministry of Commerce issued its first blocking order, on 15 May 2026, the Ministry of Justice of the People’s Republic of China (MOJ) invoked the Regulations of the People’s Republic of China on Counteracting Unlawful Foreign States’ Extraterritorial Jurisdiction (Counter-Extraterritoriality Regulations), identifying the European Commission’s (Commission) investigation of Nuctech Co., Ltd. (Nuctech) under the EU Foreign Subsidies Regulation (FSR) against Chinese entities as an unlawful extraterritorial jurisdiction measure and prohibiting any organisation or individual from implementing or assisting in it (“Prohibition Order”).1 The Prohibition Order is the first enforcement action under the regulations, in force since 13 April 2026; the operative language names no class of addressees and no territorial limit. The order is best read not as an instrument directed at the Commission, whose institutional incentives, examined below, make retreat unlikely, but at the third parties whose cooperation the Commission’s investigation requires.

Chinese shipping container manufacturers, execs indicted in global antitrust conspiracy

Wed, 20 May 2026 15:12:11 +00:00

On May 19, 2026, the Department of Justice (DOJ) revealed indictments against four of the largest Chinese container manufacturing companies and seven executives for allegedly conspiring to restrict the output of, and fix prices for, standard unrefrigerated shipping containers, in violation of Section 1 of the Sherman Act (Section 1).¹ These claims are likely to have ongoing implications for other companies in the shipping industry, as well as any purchasers of shipping containers during the alleged conspiracy, such as logistics companies.

About the alleged conspiracy

The superseding indictment identifies the four corporate defendants as: (1) Singamas Container Holdings Ltd. (Singamas); (2) China International Marine Containers (Group) Co., Ltd. (CIMC (3) Shanghai Universal Logistics Equipment Co., Ltd. (Dong Fang) and (4) CXIC Group Containers Co. Ltd (CXIC). The superseding indictment also references two corporate co-conspirators that have not been indicted. The seven executives charged are all foreign nationals located abroad. Vick Ma, the marketing director of Singamas, was arrested at an airport in France in April, as a result of a joint effort with French law enforcement.

The DOJ alleges that four of the defendant companies met at CIMC’s headquarters in China in November 2019, where they reached an illegal agreement to restrict production of standard dry shipping containers in order to drive up prices. Specifically, they allegedly agreed to limit the number of shifts each production line could run, install video cameras on production lines to monitor each other’s compliance, not build any new containers and financially penalize any party not participating in the agreement. By March 2020, the remaining two companies allegedly joined the illegal agreement. The co-conspirators also allegedly attempted to expand the conspiracy to refrigerated shipping containers (reefers), but the reefer manufacturer solicited refused to participate in the scheme. Throughout the conspiracy, the co-conspirators allegedly tried to conceal the scheme by deleting documents.

The alleged conspiracy spanned from at least November 2019 to January 2024, during the height of the global supply chain crisis, and led to the nearly doubling of prices for standard shipping containers and a one hundredfold increase in profits for the co-conspirators. As a result, the DOJ alleges that approximately US$35 billion in global commerce transported through these shipping containers was impacted.

Why this matters to companies and executives

Shipping, logistics industries impacted – Based on the superseding indictment, the scope of the alleged scheme was broad and impacted the dry shipping container and potentially refrigerated shipping container industry. Customers, and therefore alleged victims of the scheme, include container lessors, shipping lines and logistics companies based in the US, as well as China and Europe. Companies in these industries should consider whether they have suffered harm as a result of the alleged scheme. If so, they may have civil claims that they can pursue against the defendants and should consult outside counsel.
DOJ targets foreign companies, conduct overseas –These indictments signal the Antitrust Division’s willingness to target foreign companies and antitrust conduct abroad. Section 1 has broad extraterritorial reach. Companies and individuals that engage in price-fixing, market allocation, bid-rigging or output restriction schemes outside the US can still face criminal prosecution if the conduct has a direct, substantial and reasonably foreseeable effect on US markets. Companies should ensure that their employees are sufficiently trained in US antitrust laws if their business has any impact on the US.
Executives abroad still face prosecution – While US courts cannot hail indicted individuals located abroad into court, individuals can still be provisionally arrested and deported to the US to face charges. When the DOJ charges an individual known to be abroad, it routinely requests that the International Criminal Police Organization issue a so-called red notice, which is a request to law enforcement agencies across the world to provisionally arrest that individual so that the US can seek extradition. The arrest of the Singamas executive at a French airport and subsequent effort to extradite him show the lengths to which the DOJ will go to successfully prosecute indicted individuals.

The Sherman Act criminalizes certain anticompetitive agreements among competitors, including agreements to fix price, restrict output, allocate markets and rig bids. Violations of the statute can result in hundreds of millions of dollars in fines for companies and up to 10 years in jail, and a US$10 million fine for individuals.

Maritime Chokepoints - A Year On

Wed, 20 May 2026 13:30:00 +00:00

In March 2025, we reported on the announcement by the US Federal Maritime Commission (FMC) of the initiation of a non-adjudicatory investigation into transit constraints at international maritime chokepoints: “Maritime Chokepoints and Freedom of Navigation.” A year on, we provide an update on the FMC’s investigation and highlight how chokepoints are now a topic of significant concern to the maritime community in light of the current crisis in the Strait of Hormuz.

In this insight we cover:

Update on FMC investigation
Current closure of the Strait of Hormuz
Concerns about copy cat attempts to control access to international chokepoints
New classifications of chokepoints
Conclusion

Pensions Weekly Update – 20 May 2026

Wed, 20 May 2026 09:00:00 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

Following on from its technical note on inheritance tax, HM Revenue and Customs (HMRC) has published a technical consultation on draft information sharing regulations. These relate to changes in the Finance Act 2026 that will bring unused pension benefits and death benefits into a deceased person’s estate for inheritance tax purposes. The draft regulations amend the Registered Pension Schemes (Provision of Information) Regulations 2026. They set out how information will be shared between pension scheme administrators and personal representatives of deceased members, and with beneficiaries and HMRC, in order to ensure compliance with the requirements relating to inheritance tax on unused pension pots. The measures will apply in respect of deaths on and after 6 April 2027. There is a very short consultation window running until 11:59 p.m. on 11 June 2026.
The Pensions Regulator (TPR) has launched a regulatory initiative to assess how defined benefit and hybrid schemes are preparing their dashboards data, with a particular focus on value data. This builds on previous regulatory interventions, which highlighted that many schemes were more focused on data matching than value data. This work will help inform discussions on the timing of the launch of the MoneyHelper dashboard.
The second pension commission has issued its independent, interim report Pensions 2050: Evidence and Future Priorities. The report considers the economic, demographical and societal changes since the first pension commission was appointed in 2002. Among the conclusions, the commission notes that private pension saving is inadequate, with around four in 10 people undersaving. The commission concludes that “responsibility for overcoming these challenges rests with the same three actors as it did 20 years ago: the state, employers, and individuals”. The commission invites views to inform its final recommendations that are due to be made to the government in Spring 2027.
The Pension Schemes Act 2026 introduces what has been colloquially referred to as the “Virgin Media remedy” – an opportunity to apply a retrospective fix where an alteration purporting to have been made to the rules of a scheme formerly contracted-out on the reference scheme test basis did not comply with the necessary legislative formalities (or there is no evidence to confirm compliance). The act provides that such an alteration is a “potentially remediable alteration” in certain circumstances, and if certain conditions are met. An actuary can now furnish retrospective actuarial confirmation if they are satisfied that the reference scheme test continued to be met following the historic amendment. This will help in relation to schemes that met the reference scheme test during the relevant period, but which do not now have a full set of written actuarial confirmations. Consideration should now be given to next steps, with legal advice.
Our full publication summarising the contents of the Pension Schemes Act 2026 and what is next, along with a timeline of expected developments, is now available. If you are short on time, our short form publication summarises the key measures.
While the timeline of expected developments flowing from the Pension Schemes Act 2026 extends to 2032 and beyond, watch out for some pensions developments that are expected during the next six months, including:
- A consultation around draft guidance on trustees’ fiduciary duties – In December 2025, the pensions minister, Torsten Bell, said that this would be published in the first few months of 2026.
- A consultation on enhancing transfer requirements – Torsten Bell confirmed in a written statement that the government would consult in the coming months on its “work to strengthen the transfer process with enhanced protections”.
- The decision in Verity Trustees v Wood – This is expected before the summer and might provide further clarification in relation to questions left unanswered by the Virgin Media remedy in the Pension Schemes Act 2026.
- A consultation on secondary regulations for the value for money framework – This Department for Work and Pensions’ consultation is expected by the end of June, alongside a final consultation by the Financial Conduct Authority (FCA), to ensure alignment.
- A consultation on changes to the pension charge cap – Ensuring it does not disincentivise investments that may provide higher returns for consumers despite having higher performance fees. This FCA consultation is expected before the end of June 2026.
- Consultations on regulations for guided retirement and superfunds – These are expected during summer 2026.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

Pension Schemes Act 2026: What You Need to Know

Tue, 19 May 2026 10:02:49 +00:00

The Pension Schemes Act 2026 (Act) received royal assent on 29 April 2026. It took less than a year from its first reading in the House of Commons, to becoming an act of Parliament. While the Act covers a variety of topics (release of surplus, superfunds, value for money and a remedy for the fallout from the Virgin Media case to name but a few), it mainly constitutes a framework that grants powers to make regulations. On 30 April, we published our short form publication, which looked at the highlights of the Act.

In this more detailed publication, we take a journey through the Act and signpost you to the key provisions and what is next. Read full insight to learn more.

A new era for automatic suspensions

Fri, 15 May 2026 16:28:08 +00:00

Overview

The High Court handed down the first judgment on the test for lifting an automatic suspension under the Procurement Act 2023. The court refused to lift the suspension and confirmed that Section 102 of the Procurement Act 2023 introduces a substantively different test from the previous American Cyanamid approach. The key shift is that adequacy of damages is no longer decisive. Contracting authorities seeking to proceed with contract award will need clear evidence that lifting the suspension serves the public interest, not merely that the new contract is preferred or commercially beneficial.

Are Your Products Ready? California’s Truth in Recycling Labeling (SB 343) Restrictions Become Effective in Less Than Five Months (October 4, 2026)

Thu, 14 May 2026 16:58:43 +00:00

After five years of leadup, SB 343’s “Truth in Recycling” labeling restrictions, which will have far-reaching ramifications in the US consumer product market, finally becomes effective on October 4, 2026. SB 343 restricts environmental marketing claims that the state deems to be false or misleading by prohibiting the “chasing arrows symbol” and other recyclability indicators on products and packaging unless producers can demonstrate specific criteria are met.

While there are alternative ways to meet the recyclability criteria, products are generally considered recyclable if the producer can demonstrate they satisfy all the following requirements:

Accepted for collection by jurisdiction recycling programs collectively serving at least 60% of the California population
Sorted into defined streams by large volume transfer/ processing facilities that:
- Collectively serve at least 60% of statewide recycling program
- Send them to a reclaimer and reclaim them consistent with the Basel Convention
Satisfy specific composition and design limitations:
- For plastic packaging, products or non-plastic products, the design does not include any components, inks, adhesives or labels that prevent recyclability
- The product or packaging does not contain an intentionally added chemical identified in regulations from the US Food and Drug Administration (FDA) and the Office of Environmental Health Hazard Assessment (OEHHA) pertaining in the manufacture of food service packaging
- The product or packaging is not made from plastic or fiber that contains intentionally added Per- and polyfluoroalkyl substances (PFAS), or PFAS at or above 100 parts per million

SB 343 places responsibility for recyclability labeling on the producer of the product and packaging, who must also substantiate that recyclability criteria are met. Cal. Bus & Prof. Code § 17580(a). This means companies must maintain documentation showing each of their covered products meet the recyclability criteria.

These requirements directly impact the commonly used “chasing arrow symbol”:

It also reaches variants of that symbol that are likely to be interpreted by a consumer as an implication of recyclability, including, but not limited to, one or more arrows arranged in a circular pattern or around a globe.” Cal. Bus & Prof. Code § 17580(f). This potentially includes other common industry recycling symbols, including the Terracycle Loop, the Green Dot, Corrugated Recycles, NAPM Recycled and others.

Therefore, it will be critical for all companies, but especially any foreign companies doing business in the US who may have UK-based or EU-based recycling symbols on packaging, to ensure compliance with SB 343 if its products make their way to the California market. In addition, any recyclability statements (as opposed to symbols) are also prohibited unless recyclability criteria are met. Careful review of all product labeling is necessary to ensure compliance.

Resin Identification Codes (RICs) also present challenges under SB 343. While California now provides that RICs may only use a solid equilateral triangle, 29 other states have RIC requirements that specifically mandate a chasing arrow symbol.

California’s SB 343 would likely deem these symbols “misleading” to consumers and in violation of Truth in Recycling. This leaves companies with no clear path for one set of uniform packaging that complies with all state laws, and CalRecycle has offered no guidance to help address this discrepancy. We recommend consulting with regulatory counsel to develop a tailored approach for your company.

Compliance with SB 343 will be crucial for several reasons, but there is one aspect of SB 343 that sets it apart from other laws. While SB 343 does not create a private right of action by itself, violations under SB 343 can be enforced by private citizens in consumer claims (e.g., California’s False Advertising Law, the California Consumers Legal Remedies Act and California’s Unfair Competition Laws) in addition to the enforcement by the attorney general. Moreover, a private citizen or member of the public is entitled to request (and a company must furnish) substantiation on SB 343 compliance if a consumer product has a recyclability claim, or chasing arrow symbol. Cal. Bus & Prof. Code § 17580(b). This threatens to create a cottage industry with increased risk of enforcement from citizen watchdog groups and litigious plaintiff attorneys. This has been the case in other areas of California law and notably Proposition 65’s similar labeling requirements.

Companies should have already or should now be assessing product compliance with SB 343, as there are less than six months left. Squire Patton Boggs is happy to assist with any questions on SB 343 or other packaging, labeling or recycling laws.

Limitation Periods on Corporate Insolvency Claims

Thu, 14 May 2026 09:58:53 +00:00

This guide explains how limitation periods apply to corporate insolvency claims in the UK and why they are critical for preserving recoveries.

It outlines that different claims – such as fraudulent or wrongful trading, misfeasance, and transactions at an undervalue – have varying or sometimes no clear statutory time limits, especially following recent case law (e.g., Zedra), though courts may still refuse claims where there has been unfair delay. Limitation usually runs from when the cause of action arises, but may be postponed in cases of fraud or concealment, and special rules apply depending on whether the claim belonged to the company or is one which only an insolvency practitioner can bring. The guide also highlights practical steps insolvency practitioners can take to protect claims nearing expiry – such as standstill agreements or issuing protective proceedings – and stresses the importance of early identification, careful monitoring, and prompt action to avoid claims becoming time-barred.

Pensions Weekly Update – 13 May 2026

Wed, 13 May 2026 14:45:02 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

The full text of the Pension Schemes Act 2026 is now available. Our short form publication summarises the key measures in the Pension Schemes Act 2026. Watch out for a more detailed publication later this week.
The Pensions Regulator (TPR) has issued its annual funding statement 2026. This is particularly relevant for defined benefit (DB) schemes with valuation dates between 22 September 2025 and 21 September 2026. Most schemes continue to see positive funding levels. Estimates as of 31 December 2025 indicate that around 90% of schemes are in surplus on a technical provisions basis, 80% of schemes are in surplus on a TPR-derived low dependency basis (with 60% of schemes funded at more than 110% on this basis) and 60% of schemes are in surplus on a buyout basis. TPR expects most schemes in this tranche (now called T25/26 to reflect the calendar year) to be shifting their focus from deficit recovery to endgame planning. In its accompanying press release, TPR says that “while the overall picture is positive, trustees should remain alert to wider economic and geopolitical uncertainty. Understanding the risks to investment strategies and employer covenants remains essential, particularly as schemes move closer to their long-term objectives.” TPR will shortly publish a statement outlining issues that trustees should consider around surplus release, in advance of detailed guidance that will sit alongside regulations expected to come into force in 2027.
TPR has published a report on DC consolidation and economies of scale: emerging evidence, looking at the benefits of scale arising from the consolidation of small defined contribution (DC) schemes into master trusts and the links between scale, governance capability and access to private market investment. The report notes that “current UK evidence linking scheme size with gross investment returns is weak” but the new value for money framework will provide additional, comparable data on returns. In conclusion, “there is some evidence emerging of economies of scale benefits, but this is not unequivocal or guaranteed.”
The Pensions Ombudsman (TPO) has issued its corporate plan for 2026/27, backed by a new three-year funding settlement from the Department for Work and Pensions. TPO notes a significant increase in the number of cases closed over the last two years despite a rise in demand for its services. TPO’s plans include improving user online experience, providing more information on common topics, expanding the use of lead cases and engaging early with industry on systemic issues affecting large numbers of scheme members.
TPR has published a consultation on its corporate strategy for the next five years. TPR is seeking answers to the following questions in particular: (1) Does its vision of people having a sustainable income in retirement set the right long-term ambition for the pensions system? Could it be strengthened? (2) Are the trends identified – including consolidation, scale, technology, digitalisation and artificial intelligence – the main forces that will shape the system over the next five years? What’s most important? Is anything missing? (3) Where could TPR’s role be more active, or targeted, to maximise saver outcomes and support a resilient and sustainable market? The closing date is 8 June 2026.
HMRC has published a technical note on inheritance tax. This sets out the timetable for consultations, guidance and regulations before the requirements relating to inheritance tax on unused pension pots come into force on 6 April 2027. The note explains the process for scheme administrators to identify and verify the executors or personal representatives of a deceased member’s estate before a grant of probate or letters of representation have been obtained. The note also explains the point at which a beneficiary becomes jointly and severally liable for inheritance tax in relation to a pension benefit.
Colleagues in our Labour & Employment team have published an interesting blog post on the Employment Rights Act 2025 and what is keeping businesses awake at night.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

China Issues Its First Blocking Order

Mon, 11 May 2026 09:50:41 +00:00

Five years after its entry into force, on 2 May 2026, China’s Ministry of Commerce (MOFCOM) for the first time invoked the Measures for Blocking the Improper Extraterritorial Application of Foreign Laws and Measures (Blocking Measures) to issue a blocking order (Blocking Order), prohibiting the implementation of US sanctions that were imposed by the US Department of the Treasury’s Office of Foreign Assets Controls (OFAC) on five Chinese companies for their alleged involvement in Iranian oil transactions.

Details of the Blocking Measures were discussed in our firm’s previous article.

OFAC has recently imposed successive sanctions on a number of Chinese companies under Executive Order 13902 and Executive Order 13846, designating them as specially designated nationals (SDNs) on the grounds that they, as “teapot refineries,” purchased large quantities of Iranian oil. Unlike prior rounds of similar sanctions, many of the Chinese companies targeted this time are large petrochemical enterprises and key players in the industry. These sanctions form part of the US’ “maximum pressure” campaign against Iran in the current wartime context.¹

The issuance of the Blocking Order marks China’s first formal countermeasure against US OFAC sanctions. It also cannot be ruled out that the move serves as negotiating leverage ahead of an anticipated meeting between the leaders of the two countries.

Sanctions Targeted by the Blocking Order

The sanctions prohibited by the Blocking Order are the measures taken by the US pursuant to executive orders 13902 and 13846, under which OFAC designated the following companies to the SDN List (Blocked OFAC Sanctions):

Hengli Petrochemical (Dalian) Refining & Chemical Co., Ltd.
Shandong Shouguang Luqing Petrochemical Co., Ltd.
Shandong Jincheng Petrochemical Group Co., Ltd.
Hebei Xinhai Chemical Group Co., Ltd.
Shandong Shengxing Chemical Co., Ltd.

Content of the Blocking Order

The Blocking Order provides that the above-mentioned OFAC sanctions shall not be recognised, implemented or complied with. The order does not provide further details or specific implementation measures. Accordingly, how the order is to be implemented in practice will need to be explored through enforcement and compliance experience.

Who Is Required To Comply With the Blocking Order

The MOFCOM announcement does not expressly specify the entities required to comply with the Blocking Order. However, based on the Blocking Measures, it is understood that the order applies to Chinese citizens, legal persons and other organisations, including Chinese nationals and legal persons or other organisations registered in China (including Chinese subsidiaries of foreign entities), but excluding foreign citizens within China.

For example, a Chinese subsidiary of a US company is required to comply with the Blocking Order, whereas a US national serving as an executive of that subsidiary is not.

Availability of Exemptions

Pursuant to Article 8 of the Blocking Measures, Chinese citizens, legal persons or other organisations may apply to MOFCOM for an exemption from compliance with the Blocking Order by providing justifications. MOFCOM shall decide whether to grant approval within 30 days of acceptance of the application, or promptly in urgent circumstances.

Consequences of Noncompliance

Failure to comply with the Blocking Order may result in the following consequences:

Where Chinese citizens or organisations fail to comply, MOFCOM may issue a warning, order rectification within a specified period, and impose fines depending on the severity of the circumstances.
Where any person (including foreign individuals and enterprises) implements the Blocked OFAC Sanctions and thereby causes losses to Chinese citizens or organisations, the affected Chinese citizens or organisations may initiate litigation seeking damages.

In other words, for Chinese citizens and organisations, noncompliance with the Blocking Order exposes them to both administrative penalties and litigation risk. Foreign persons not directly subject to the Blocking Order may still face litigation risk if they implement the Blocked OFAC Sanctions. A precedent was set last year in which a Swiss company was sued by a Chinese company for suspending a payment due to US sanctions against the Chinese company. ²

At the same time, the US position has hardened. Just yesterday, at a press conference, US Secretary of State Marco Rubio confirmed that any entity complying with the Blocking Order, foreign financial institutions expressly included, would face secondary sanctions exposure and potential loss of access to the US financial system, with Treasury designated as the lead enforcement agency.³

Takeaways

China is increasingly demonstrating a willingness to adopt countermeasures in response to sanctions and restrictive measures involving China, as further illustrated by MOFCOM’s decision of 24 April 2026 placing seven EU defence and aerospace entities (e.g. FN Herstal, FN Browning, and HENSOLDT) on the unreliable entity list in response to the inclusion of Chinese companies in the EU’s 20th sanctions package.⁴
Companies need to more carefully design OFAC sanctions compliance policies and avoid overcompliance, especially those with Chinese subsidiaries. For example, many multinational companies simply block all transactions with SDN-listed entities worldwide, even where OFAC rules do not require such broad restrictions. For companies transacting with the five Chinese enterprises protected by the Blocking Order, transactions should be carefully reviewed, particularly their nature and currency, to determine whether they are in fact restricted by OFAC and whether any other legal, compliance or reputational concerns would prevent the company from moving forward with a transaction.
Where a company is genuinely placed in a dilemma (i.e. where compliance with the Blocking Order would violate OFAC sanctions, or vice versa), the company may consider applying for an exemption from MOFCOM or applying to OFAC for a licence.

^{1 OFAC recently issued an alert to warn financial institutions about the sanctions risks of dealing with independent/“teapot” oil refineries in China, primarily in Shandong Province; see OFAC Alert, “Sanctions Risk of Dealing with Teapot Oil Refineries”, 28 April 2026.}

^{2 Nanjing Maritime Court, “}^{Nanjing Maritime Court Trial Report on Foreign and Hong Kong, Macao, Taiwan-related Cases (2020-2025)}^{”, 29 September 2025 (N.B. identifying the case as the “national first civil tort case concerning the Anti-Foreign Sanctions Law”); vid. Supreme People’s Court of the People’s Republic of China, “}^{Key Takeaways from SPC 2024 Work Report}^{”, 27 March 2025; cf. South China Morning Post, “Is This Maritime Court Case a Model of China’s Anti-sanctions Law in Action?”, 27 February 2026.}

^{3 US Secretary of State Marco Rubio, US Embassy & Consulates in China, “}^{Remarks to the Press}^{”, 6 May 2026}

^{4 Reuters, “}^{China Condemns EU’s Inclusion of Chinese Entities in Sanctions Package Against Russia}^{”, 25 April 2026.}

Pensions Weekly Update – 6 May 2026

Wed, 06 May 2026 09:00:00 +00:00

Here is our weekly summary of key legal and regulatory developments relevant to occupational pension schemes that you might have missed, with links for further information.

We noted in last week’s update that the Pension Schemes Bill had been agreed by the House of Commons and House of Lords. The bill received royal assent on 29 April 2026, and is now an act of Parliament. Our short form publication summarises the key measures in the Pension Schemes Act 2026. Watch out for a more detailed publication, once the text of the act has been published.
The National Insurance Contributions (Employer Pensions Contributions) Bill also received royal assent on 29 April 2026, and is now an act of Parliament. This imposes a cap of £2,000 on the amount of pension contributions that can be made (without being subject to national insurance contributions) as part of a salary sacrifice arrangement. This measure was first announced at Budget 2025, and will come into force on 6 April 2029.
The Pensions Regulator’s (TPR) updated code of practice for collective defined contribution (CDC) schemes was laid before Parliament on 29 April 2026. TPR has also issued its response to consultation. The code has been expanded to cover multi-employer CDC schemes and is expected to come into force mid-October 2026. According to TPR’s press release, multi-employer schemes could be operating early in 2027, and TPR is in discussion with “several potential entrants to this market”. More details can be found in the Department for Work and Pensions’ (DWP) explanatory memorandum.
The Pensions Dashboards Programme (PDP) has issued a blog post, Pensions dashboards connection deadline: your questions answered. With less than six months to the connection deadline, the blog reminds stakeholders of some key duties and contains links to useful resources.
Our Labour & Employment team has published a helpful checklist setting out key measures in the Employment Rights Act 2025 that are expected to come into force in October 2026.

If you would like specific advice on any of these issues or anything else, please contact a member of our Pensions team.

The 1 May 2026 Executive Order on Cuba: A New Era for US Sanctions on Cuba

Tue, 05 May 2026 16:00:00 +00:00

On 1 May 2026, the president of the US signed an executive order entitled “Imposing Sanctions on Those Responsible for Repression in Cuba and for Threats to United States National Security and Foreign Policy” (Executive Order), marking an unprecedented expansion of US sanctions on Cuba. Prior to 1 May 2026, Cuba sanctions were almost entirely limited to Cuba as a country and Cuban persons.

Unlike most modern US sanctions authorities, Cuba sanctions did not authorise the sanctioning of foreign persons for their dealings with Cuba or Cuban persons. With the issuance of the Executive Order, the US now has the authority to deploy sanctions against a wide swath of foreign persons engaging in a variety of economic activities involving Cuba – a scope similar to what has been imposed upon Iran and Russia. Foreign financial institutions and foreign companies engaging in transactions involving Cuba are now potentially at risk.

Background

The US sanctions framework for Cuba, as it stood before the Executive Order, was largely limited to blocking Cuba as a country and Cuban persons wherever located and enforcing the resulting prohibitions on US persons. There were certain measures that extended the scope of sanctions to foreign actors, or otherwise sought to discourage foreign persons from engaging with Cuba, such as extending the Office of Foreign Assets Control’s (OFAC) enforcement jurisdiction to foreign subsidiaries of US companies; the Helms-Burton Title III private right of action and the Title IV entry-exclusion regime; and the 10% de minimis threshold for US-controlled content under the Export Administration Regulations. However, in the absence of a modern sanctions authority for Cuba, foreign commercial actors with no US nexus were largely insulated from US sanctions risks for their dealings with Cuba.

The Executive Order of 1 May 2026

Section 2 of the Executive Order now authorises the secretaries of state and the treasury to sanction any foreign person determined to satisfy a wide variety of criteria. These criteria largely fall into three buckets. First, it authorises the sanctioning of any foreign person determined to operate in the energy, defence, mining, financial services or security sectors of the Cuban economy.

As we have seen in other contexts, this would include, for instance, foreign companies simply engaging in the exchange of goods or services with Cuban companies, either private or public, in these sectors of the economy, or even engaging in ordinary correspondent dealings with Cuba’s Central Bank. Second, it authorises the sanctioning of any foreign person determined to have engaged in virtually any transaction with the government of Cuba, or any other person that has been sanctioned by the Executive Order. Third, it authorises sanctions on foreign financial institutions determined to have conducted or facilitated any significant transaction(s) with any person subject to sanctions under the Executive Order.

While the entire Cuban government is already subject to existing Cuba sanctions, we anticipate that the US will start sanctioning individuals and entities throughout the Cuban government and, even simultaneously, sanctioning foreign companies and foreign financial institutions for their dealings with the Cuban government. If the US intends to follow a roadmap similar to that of its Iran sanctions, we would anticipate aggressive sanctions actions in the near future covering a variety of foreign companies alongside domestic actors in Cuba.

One of the primary targets of these new measures is likely Cuba’s Grupo de Administración Empresarial S.A. (GAESA) and foreign persons dealing directly or indirectly with GAESA. GAESA is the holding company associated with the Cuban military and the principal commercial vehicle of the Cuban military leadership. GAESA’s subsidiaries (e.g. Gaviota S.A., tourism and hospitality; CIMEX, retail and financial services; Orbit S.A., remittance processing; Fincimex’s successor; and the BFI, TRD Caribe and Almacenes Universal) span the breath of the Cuban economy, particularly in the sectors highlighted by the Executive Order. The US Department of the Treasury has previously described GAESA as a Cuban government enterprise with interests in tourism, financial investment, import/export and remittances in Cuba. Many of GAESA’s companies are incorporated in countries outside of Cuba.

No designations were made on the day the president signed the Executive Order. While OFAC posted the document online, it did not list any specific names or issue any general licences or guidance at the time.¹ Despite this quiet start, this is very likely a warning of significant sanctions in the near future. Major news outlets are calling this the most significant move against foreign companies since the Cuba embargo began.²

The structure of this new framework mirrors the aggressive toolkit used against Iran. It gives the US the power to either restrict bank accounts or completely block assets, leaving no middle ground for those caught in its reach.

EU Law Implications

For operators from the EU, the Executive Order presents a familiar but intensified version of the conflict between US extraterritoriality and the protective architecture of the EU Blocking Regulation. Article 5 of Council Regulation (EC) No 2271/96 prohibits EU operators from complying with the US Cuba measures listed in its Annex;³ the Annex currently captures the Helms-Burton Act, the Cuban Democracy Act and the Cuban Assets Control Regulations. Whether the European Commission will add the Executive Order to the Annex is an open question. The Court of Justice of the EU, in Bank Melli Iran v. Telekom Deutschland GmbH,⁴ held that Article 5 prohibits compliance with US secondary sanctions even in the absence of a specific US enforcement action, and that an EU operator terminating a contract for reasons connected with US sanctions must, in principle, be able to demonstrate that the termination is unrelated to those sanctions. The practical position of European institutions since Bank Melli has been one of formal resistance combined with substantive de-risking, in which termination decisions are framed by reference to antibribery, human-rights or commercial criteria rather than by reference to US sanctions.

This history of enforcement shows why banks have been so quick to pull back. In 2014, BNP Paribas paid nearly US$9 billion in total penalties, with almost US$1 billion of that going to the OFAC to settle thousands of violations involving Cuba and other sanctioned countries.⁵ A few years later, Société Générale reached a US$1.34 billion settlement, largely because of a credit facility for a Dutch client that dealt with Cuba.⁶ The Executive Order changes the math for future cases. In the past, a Cuba-related enforcement action required some kind of direct link to the US within the transaction. Now, the US only needs to find that a foreign actor operated in a certain sector of the Cuban economy or engaged in commercial activities with the Cuban government, to include companies like GAESA, or that a foreign bank handled a significant transaction for someone blocked under the Executive Order. This shift makes it much easier for the US to step in and impose sanctions on foreign persons in contexts where there is no US nexus.

Outlook

Three areas warrant very careful monitoring and consideration in the coming weeks. First, the initial round of sanctions designations will likely signal how US authorities intend to use the Executive Order, as will any follow-up guidance that OFAC might render. It has yet to be seen if any European companies will be specifically targeted early on. Second, the US may issue “general licences” to allow some companies to wind down their existing businesses. Similar instruments were issued in the past with regard to operations in Russia and Iran. Any new guidance defining what a “significant transaction” is will be critical for foreign banks gauging their risk exposure. Finally, the US Supreme Court is expected to rule soon in Havana Docks Corp. v. Royal Caribbean Cruises et al. That decision will clarify the legal risks for hotel and cruise operators accused of using confiscated property.

How We Can Help

Our International Trade & Foreign Investment team advises EU, Asian, Latin American and Caribbean clients on the practical implications of US restrictive measures, including those directed at Cuba. This includes the current Executive Order, as well as its predecessors. We help our clients ensure their operations remain fully compliant with the evolving US framework, including conducting detailed risk assessments for businesses involved in correspondent banking, trade finance, shipping, insurance, hospitality and energy supply. We evaluate your specific exposure under the new Executive Order, focusing on the criteria for sectoral activity, material support, human rights and corruption. We can assist companies in utilising general licences that would permit a wind-down of their existing businesses in Cuba.

Our team also helps you manage the difficult tension between US law and the EU Blocking Regulation. This includes preparing authorisation requests to the European Commission when necessary and defending against Helms-Burton lawsuits. As we wait for new regulations and guidance from OFAC, we are ready to help you update your compliance programmes. For any matters that require direct contact with US regulators like the Bureau of Industry and Security, OFAC or the Department of State, we work seamlessly with our colleagues in the US to protect your interests.

¹Office of Foreign Assets Control, Issuance of Executive Order Imposing Sanctions on Those Responsible for Repression in Cuba and for Threats to United States National Security And Foreign Policy, 1 May 2026; Federal Register publication pending as at 4 May 2026.

²Reuters reporting carried by CBC News, Trump signs executive order to broaden sanctions against Cuban government, 1 May 2026.

³Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom, OJ L 309, 29.11.1996, p. 1, as amended by Commission Delegated Regulation (EU) 2018/1100, OJ L 199 I, 7.8.2018, p. 1.

⁴Case C-124/20, Bank Melli Iran v. Telekom Deutschland GmbH, EU:C:2021:1035, judgment of 21 December 2021.

⁵Office of Foreign Assets Control, Settlement Agreement between the U.S. Department of the Treasury’s Office of Foreign Assets Control and BNP Paribas SA, 30 June 2014.

⁶Office of Foreign Assets Control, Settlement Agreement between the U.S. Department of the Treasury’s Office of Foreign Assets Control and Société Générale S.A., 19 November 2018.

Update: Law Commission Considering a New Consumer Class Actions Regime – What You Need To Know

Tue, 05 May 2026 15:14:04 +00:00

The Law Commission of England and Wales, at the request of the government, has launched a project to consider the benefits and risks of introducing a consumer class actions regime, with the questions being asked making clear it is looking at a potential US-style opt-out regime.

While group claims have been on the rise in England and Wales over the last decade through existing mechanisms, if a new opt-out consumer class actions regime is introduced, this could be a game changer for the English litigation landscape, where opt-out claims are currently only really available in the Competition Appeal Tribunal (CAT) for breaches of competition law.

Such a regime would bring potential benefits for consumers, but the risk of increased high-value claims for defendant consumer businesses.

What Does This Mean?

While we have long had mechanisms for bringing group claims in England and Wales (group litigation orders (GLOs), representative actions under Civil Procedure Rule 19.8, multiparty or “omnibus” claim forms, and through the court’s own case management powers), opt-out claims – where all those within the defined class are included in the claim, unless they actively take steps to opt out – have largely been confined to the CAT for breaches of competition law (there have been attempts to use the representative actions regime to get opt-out claims off the ground, but the tight “same interest” test has curtailed this).

The CAT’s collective proceedings regime – introduced by the Consumer Rights Act in 2015, but which only really took off following the Supreme Court’s certification decision in Merricks v. Mastercard in 2020 – is itself currently under review, but this latest announcement suggests class actions may be opened up, rather than restricted, in England and Wales.

By their nature, opt-out claims are typically brought on behalf of a large defined class, and the individual sums claimed are therefore multiplied a thousand- or millionfold. In Merricks v. Mastercard, the class size was approximately 44 million UK consumers, with the claim initially valued at £14 billion, though it settled for £200 million.

Who Does This Impact?

Consumers would obviously be impacted by any such proposals: damages claims that individually are not large enough to make it viable for them to be pursued through the courts could be brought on a collective basis on their behalf. However, the reality is that, in many existing opt-out competition claims, a large proportion of the class may have no idea the claim is even happening, unless and until there is a damages award or settlement. Even then, depending on the individual claim value, and based on the limited data available on CAT claims to date (given the length of time it takes for such claims to reach trial and the limited number of settlements so far), the takeup of any damages may be small, leading to questions over who should keep unclaimed damages – should it be the defendant, the lawyers, the funders, or charity?

The real impact could therefore be on defendant consumer businesses. There have been over 50 applications for collective proceedings orders (CPOs), both opt-out and optin, since the CAT regime really took off in the early 2020s. We have also seen novel attempts to class nontraditional competition law claims, e.g. environmental-related claims, as breaches of competition law such that they could be pursued as opt-out claims in the CAT. Outside of the competition space, we have also seen existing mechanisms used to bring opt-in group claims and increased willingness by the High Court to accommodate these through its existing case management powers. As a result, the English claimant-firm and funding landscape has matured significantly over the last 10 years, so it is likely that any extended class actions regime would swiftly be utilised.

With appropriate safeguards in place (e.g. a certification stage or initial hurdle to rule out weak claims, tighter rules around funding and costs recovery, and clarity as to what should happen to unclaimed damages) a single consumer class actions regime may actually have benefits to consumer businesses – it would provide certainty as to the route to such claims, would weed out spurious claims, and should avoid multiple claims being brought by different groups in relation to the same issue, as we currently see.

However, without sufficient safeguards in place, it risks defendant businesses facing increased high-value claims, with a question mark over whether this really benefits underlying consumers as intended.

What Sort of Claims Will It Cover?

This is one of the questions the Law Commission is considering through this process. Product pricing claims are often competition law-related so are already permissible under the CAT’s existing regime. Other types of consumer claims may include product liability/product defect claims, mis-selling claims or secret commission claims. It is not yet clear whether it would extend to data breach claims by consumers, which have, to date, been restricted by the representative actions regime.

Given the current focus on “consumer” claims, businesses are unlikely to be able to join forces to bring business vs. business claims on a group basis under any new regime, as they can in the CAT.

What Comparisons Can Be Drawn?

The Law Commission’s initial questionnaire suggests it is interested in learning from other regimes, either in this jurisdiction or elsewhere.

Learnings can and will certainly be taken from the CAT, though the operation of its CPO regime is still being developed through case law of the CAT and the appeal courts.

Looking overseas, the US has a long established class actions landscape, which can inform the approach, as does Australia. The EU Representative Actions Directive 2020/1828, which requires all member states to have at least one mechanism for collective consumer redress, has now been implemented, albeit in varying ways across Europe, so will also inform this debate, though still in its own early stages.

Next Steps

This is not a formal consultation, and no firm proposals have yet been made. The suggestion is that, after taking initial soundings on the idea, the Law Commission will go out to consult on a proposal. That being said, given the importance to businesses of ensuring proper safeguards are in place, we plan to respond to the initial questionnaire with our thoughts based on our combined experience in this area. The initial questionnaire remains open until 30 October 2026 and can be found on the Law Commission website. Please do get in touch if you would like to discuss with us.