Publications

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: The Dutch government blocks a US investor for national security reasons

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: Parkingeye v. Velindre University NHS Trust and Anor – High Court interprets the new automatic suspension test under the Procurement Act 2023 for the first time

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 — Prohibiting the Implementation of OFAC Sanctions

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.

No Calls During TCPA “Quiet Hours?” – Unless You Consent

Mon, 04 May 2026 13:25:26 +00:00

The Federal Communications Commission’s (FCC) rules implementing the Telephone Consumer Protection Act (TCPA) explicitly state that “[n]o person or entity shall initiate any telephone solicitation to:… [a]ny residential telephone subscriber before the hour of 8 a.m. or after 9 p.m. (local time at the called party’s location)….” A telephone solicitation is of course a pitch to sell products or services.

Deluge of class action litigation – In recent years, a few plaintiff’s attorneys have seized on this “Quiet Hours” proscription to bring TCPA class actions, alleging violations even where consent might have been given to receive telemarketing calls. Faced with this deluge of litigation, in March of 2025 the ECommerce Innovation Alliance and others petitioned the FCC to clarify that individuals who provide the requisite consent “cannot claim damages under the TCPA for messages received outside the hours of 8 a.m. to 9 p.m.” The FCC has yet to act on this petition. Many of the cases have been settled by defendants without any court addressing the scope of the ban in a reported decision, until the Federal District Court of Delaware did so on April 30, 2026.

Phyllis King et al. v. Bon Charge (2026 WL 1171386): Background Facts – In February 2021, Mrs. King “subscribed” to marketing messages from Bon Charge to get a discount from its online store. After receiving “dozens of telemarketing text messages,” she added her wireless number to the “Do Not Call List” in early 2022. But she still received the texts, “some of which came in the middle of the night or early morning.” In late 2024, she finally “unsubscribed” from the texts by texting “STOP” and Bon Charge ceased sending the messages. Mrs. King sued under the TCPA and after Bon Charge moved to dismiss, she amended her complaint “to add a claim that Bon Charge had also violated” the Quiet Hours provision.

“Consent” renders the Quiet Hours provision inapplicable here – The court noted that Mrs. King had checked the box on elements of her Quiet Hours claim until it came to consent. However, in the case of a Quiet Hours violation claim, no written form of “prior express invitation or permission” is required under the FCC’s rules. Instead, “the general definition of express consent applies and ‘an individual can provide it by ‘knowingly releas[ing] [her] phone number to the sender’” – which Mrs. King had done with Bon Charge. Such consent means that the texts were not telephone solicitations, which is what is covered by the Quiet Hours prohibition. As the court specifically held, in light of that consent, “the texts that Bon Charge sent were not ‘telephone solicitations’ and the quiet-hours provision does not apply,” and that count of her complaint was dismissed.

What Is the potential impact of the decision? –The decision could provide a “road map” for other courts who are presented with a similar question. It arguably bolsters the Ecommerce Innovation Alliance petition still pending at the FCC. Perhaps it will also have an impact on the “cost” of settling these cases, rather than taking them to court or even slowing the filing of such cases. Of course, this is but one Federal District Court precedent, based on a specific set of facts, so right now its import remains to be seen. And we will watch for more.

Building Safety F(ACT)s

Fri, 01 May 2026 09:52:26 +00:00

Welcome to Building Safety F(ACTS)s, where we explore the latest developments affecting the landscape of building safety law and practice. In this edition, we cover some key developments.

First, we look at the evolving position on construction products, as well as regulatory updates on fire doors and residential evacuation plans.

We then review some very interesting and novel case law on Health and Safety Executive (HSE) injunctions, building liability orders, remediation contribution orders and the importance of properly particularising defects claims.

This is followed by our regular “Expert Corner” slot where our guest contributor Ridge & Partners LLP consider topical issues relating to the choice of fire and building safety experts.

Finally, we highlight key issues applicable to hotels and higher-risk buildings (HRBs), and a quick guide to the Electronics Communications Code 2017.

Restructuring Roundup (UK) – Remuneration Special

Thu, 30 Apr 2026 14:55:59 +00:00

In this “special edition” of Restructuring Roundup, we have drawn together a number of recent cases that you might have missed, where the court has had to consider officeholder remuneration.

These cases provide practical insight for officeholders when preparing remuneration applications, which insolvency rules apply and when, and what the court and officeholders can do with the following key takeaways:

Carefully consider who the creditors are when seeking fee approval.
Provide the court with sufficient information to make a decision when making an application to court seeking to fix the basis or quantum of remuneration.
Officeholders do not need to be in office to make an application under Part 18 of the Insolvency Rules.
Accept risk when fixing fees on a percentage basis.
Do not seek to limit liability.

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

Open Waters, Open Questions – Allocation and Priority after the Hormuz Crisis

Thu, 30 Apr 2026 14:46:24 +00:00

Much of the market’s attention has understandably been fixed on the closure of the Strait of Hormuz (the Strait) and the immediate consequences for force majeure and nondelivery.

The next phase, however, may prove no less contentious. When operations resume, the question will not simply be whether LNG can move again, but which cargoes move first, for whom, and on what contractual basis. In that sense, the reopening of the Strait may mark not the end of the present disruption, but the beginning of a different and potentially more complicated contractual and operational problem.

Reopening Does Not Restore the Pre-disruption Position

The reopening of a disrupted shipping route does not restore the pre-disruption contractual position. Rather, it may trigger a difficult operational and legal exercise in which annual delivery programmes (ADPs), quarterly scheduling arrangements, vessel availability, short-term and spot cargo loading windows, and competing buyer entitlements come under immediate pressure. If the Strait reopens intermittently, that pressure will intensify further. Sellers managing multiple relationships may find themselves facing serious volume and slot allocation issues.

In practical terms, slot availability and vessel positioning may be uneven, scheduling assumptions may need reworking, and cargo timing may no longer map neatly onto existing ADPs. What follows may therefore be less a matter of restoring the preexisting delivery pattern and more a matter of deciding how potentially reduced, delayed or unevenly restored capacity should be sequenced across a contractual portfolio.

The answer will depend first and foremost on the contractual structure of the relevant sale and purchase agreement (SPA), master sales agreement (MSA) or confirmation notice (CN) (considered in detail below). However, alongside the formal contractual analysis, there is likely to be a parallel portfolio and relational management exercise. Sellers and market participants may seek to manage the disruption through the application of contractual club or allocation rules, reallocations, swaps, replacement purchases and other forms of commercial optimisation.

Contractual Provisions Will Shape the Answer

The starting point is the structure of the contract in question. In practical terms, the answer may differ materially depending on whether the contract and the corresponding volumes are tied to a specific train or source, or whether they are framed as broader multitrain, portfolio or multisource supply arrangements. This distinction is already central to the current force majeure debate, and it is likely to remain just as important when the focus shifts from nonperformance to resumed performance and allocation.

Where an LNG supply contract is train-dedicated, the legal and commercial consequences of infrastructure damage at a specific facility may fall more heavily on the buyers contractually linked to the affected trains. Those buyers may have a stronger force majeure defence against downstream claims, but also a weaker claim to secure replacement cargoes from unaffected trains or other sources not contractually committed to them. The disruption may therefore be more directly borne by the subset of buyers tied to the affected train.

By contrast, portfolio-based SPAs may allow the seller to source LNG from a broader pool of supply, across the same supply source, as well as from multiple export and loading facilities and third-party purchases. This potentially widens the seller’s ability to perform. However, it may also complicate any argument that force majeure affecting specific assets excuses nonperformance altogether. In a portfolio arrangement, therefore, the contractual issue is less likely to stop at whether a specific train has been impacted and more likely to focus on what the seller was still able, or required, to do elsewhere in its portfolio.

The Central Issue Will Be the Order of Priority and the (Re)scheduling Process

Once reduced or ceased production is resumed, and shipping channels are reopened, the central issue will be allocation – essentially, who gets what volume, in what amount and when? This is a critical issue in the current market where numerous contracts are colliding in their allocation of capacity to a broad spectrum of long- and short-term buyers. As such, how will available LNG be allocated among competing buyers in circumstances where Middle Eastern sellers, for example, may be contractually obliged to offer (i) makeup quantities, force majeure restoration volumes and rescheduled cargoes, to make good cargoes dropped; and (ii) new contractual quantities for spot sale, strips and ADPs moving forward?

The answer will depend on the wording of the relevant SPA/ MSA/CN, including any provisions dealing with reduced production, allocation of supply, pro rata sharing, club rules, fair and equitable allocation, and any obligations to source from alternative sources. Some contracts may require the effects of force majeure to be allocated rateably among all buyers, so that the burden does not fall entirely on one buyer alone, while other contracts may contain allocation or club rules governing how scarce supply is to be shared between long-term and short-term customers.

However, what happens where the contract in question is unclear or ambiguous in handling this issue? Where the contract leaves room for seller discretion, will commercial and relational considerations materially influence how volumes are allocated? Will the contracts of larger scale and value be given priority over smaller or shorter-term contracts? We do not know. However, the order of restoration of volumes may be contentious if contracts are not followed, and relationships are subjectively prioritised in a black box approach.

A further question is how volumes are ranked within the contractual relationship itself once deliveries resume. Does the seller first restore current base volumes under the ADP, or do makeup or other deferred quantities compete for the same volumes?

As a matter of commercial logic, one might expect the immediate focus on reopening to be the reinstatement of current scheduled deliveries and the stabilisation of the existing ADP. However, the position of accrued makeup volumes or other deferred quantities – which may be contractually valuable and time sensitive – remains unresolved. If those entitlements have already accrued during the disruption, they may quickly come into conflict with the effort to reestablish the delivery of base volumes.

A related issue here is whether any available alternative supply must be used to support performance under longterm SPAs. In other words, if the seller can source LNG elsewhere, is it contractually obliged to do so? In a recent piece, the authors actively consider the scope, meaning and effect of the reasonable endeavours duty to mitigate obligation. Since then, events in the market have provoked an attention shift from Ras Laffan to the US. Many in the market are currently speculating about the role of the Exxon Mobil/QatarEnergy Golden Pass project in mitigating the current volume shortfalls. With the first cargo loaded last week, time will tell whether those sellers use this facility and its volumes as a source of alternative mitigation supply under other agreements. Ultimately however, whether Exxon or QatarEnergy will be obliged to do this is a question of contract.

A Shadow Cast Over Next Year’s ADPs

The uncertainty does not stop with the current cycle. It is against this same background that sellers will shortly be required to set their ADPs for next year, with many contractual negotiation windows scheduled to open at the end of the summer. The lack of clarity over which quantities are genuinely available – and which are not – is likely to engender a cautious approach among sellers to the issue of committing volumes. That caution may, in turn, depress next year’s ADP quantities and constrain sellers’ ability or willingness to programme makeup or restoration volumes alongside base commitments. The result is something of a feedback loop: the present disruption shapes next year’s outlook, which then prolongs the climate of legal and commercial uncertainty into a further cycle.

The Reopening of the Strait May Generate the Next Wave of Disputes

Needless to say, it is unlikely that all parties will accept the allocation and scheduling decisions made by sellers without challenge. On the contrary, the reopening phase may prove fertile ground for the next wave of LNG disputes.

Potential disputes may concern the validity and duration of force majeure declarations, failures to comply with ADPs and rescheduling obligations, contested allocation decisions, disputed attribution of quantities, failures to deliver and contested diversions.

These disputes may also be unusually time sensitive. In an LNG chain, a disputed missed or delayed cargo can quickly generate downstream exposure, replacement cost claims and pressure across related sale arrangements. Given the timelines involved, parties may in suitable cases wish to consider whether expedited arbitration procedures, where available contractually or by agreement, offer a more commercially useful route to dispute resolution.

Potential Practical Steps Buyers Can Take Now

If you are affected by the current disruption on a shortterm trading or long-term supply basis, we recommend assessing your volume exposure and contractual position before commencing dialogue with your contractual counterparts sooner rather than later. That dialogue would serve several purposes.

First, it would allow you to ascertain the seller’s plans for addressing re-scheduling issues once their facilities fully reopen.
Second, it would provide an opportunity to highlight your contractual entitlements and put the seller on notice of their potential exposure and liability should they seek to adopt a black box approach to future rescheduling decisions – i.e., by subjectively prioritising certain relationships over others, without explanation, dialogue and potentially in conflict with contractual entitlements.
And third, it could form part of your force majeure correspondence strategy designed to record your position on the scope and duration of the force majeure event, including any restoration, makeup and pro-rata allocation obligations that you expect the seller to honour as part of the continuing duty to mitigate, and following the resumption of production and loading.

Taken together, these steps may put affected parties in a stronger position to influence – rather than simply react to – the allocation decisions that sellers will shortly be making.

If you have any questions on the subject matter of this piece, please contact the authors.

Pension Schemes Act 2026

Thu, 30 Apr 2026 09:00:00 +00:00

The Pension Schemes Act 2026 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 diverse variety of topics (from the Local Government Pension Scheme to a remedy for the fallout from the Virgin Media case), it mainly constitutes a framework that grants powers to make regulations.

Our publication provides a high-level summary of what you might need to know. Watch out for a more detailed publication next week. Read full insight to learn more.

Pensions Weekly Update – 29 April 2026

Wed, 29 Apr 2026 16:16:07 +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 Pension Schemes Bill is now in its final form. There had been some “ping-pong” between the House of Commons and the House of Lords in relation to the “reserve mandation power” that the government was keen to introduce to ensure compliance with the voluntary aims of the Mansion House Accord. The government proposed some amendments to the bill, to make the mandation provisions more closely aligned with the terms and principles of the Mansion House Accord. On 28 April 2026, the House of Lords agreed to the revised mandation provisions (which one lord referred to as “mandation light/lite”). The final version of the bill has yet to be published, but it is expected to receive royal assent shortly and become an act of Parliament. Watch out for our further publications on the contents of the bill and what you need to know.
Lucy Stone, Pensions Dashboard Business Lead at The Pensions Regulator (TPR) has issued a blog post emphasising that connection is just the start of the dashboards journey. TPR has issued an oversight report on its engagement with the largest occupational schemes. The findings show that a substantial amount of work has been undertaken on data-readiness and member record matching, but more needs to be done on value data and data quality controls. TPR has updated its dashboards guidance, this includes two checklists, one for schemes that are working to connect and one for schemes that are already connected. TPR has also recently updated its guidance on reporting breaches of the law, to include dashboards examples. Separately, the Pensions Management Institute has issued a guide with insights from industry experts to support schemes through connection, testing and the transformation dashboards will bring.
The Pensions Administration Standards Association (PASA) has published guidance exploring the significant operational challenges facing administrators of defined contribution schemes as default retirement solutions are introduced. The guidance focuses on delivery challenges and key risks, including system strain, data challenges, increased complexity and the need to support vulnerable or disengaged members more effectively. The guidance outlines a series of actions that administrators should take now, ahead of the new duties coming into force.
The Pensions Ombudsman (TPO) has produced some slides giving an update on the approach to complaints relating to the McCloud remedy. This is the remedy being implemented by public sector schemes following court rulings that the government had acted in an age discriminatory manner when introducing pension scheme changes in 2015. TPO had been taking a light touch approach, but now expects pension schemes to have an organised approach to dealing with remedy implementation. Moving forward, TPO will identify common complaints across several schemes. This approach will facilitate the publication of significant determinations on key issues, which schemes will be expected to use to inform their approach to resolve McCloud complaints internally.
The impact of changes in the global economy means that trustee boards may be more closely monitoring the strength of their employer covenant. Our handy #how2dopensions quick guides on common signs of employer stress and distress and restructuring plans are useful resources.

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

The Employment Rights Act 2025 – Checklist for October 2026

Wed, 29 Apr 2026 11:51:01 +00:00

Take a look at our October 2026 Checklist, which sets out the key Employment Rights Act (ERA) changes that are expected to come into force this October, as well as the practical steps that employers should be taking now to prepare.

Topics Covered

New obligation on employers in relation to sexual harassment in the workplace and harassment by third parties
The duty to inform workers of their right to join a trade union
The right of trade unions to access the workplace
Additional trade union changes
Tipping – new requirements on tipping policies
Procurement – two-tier code
Extension of employment tribunal time limits

We are currently working with employers to prepare for implementation of these changes. If you would like to discuss the implications of these changes for your business, please speak to your usual contact at the firm or one of our partners in the first instance.

Australia’s Merger Playbook for Power Players

Wed, 29 Apr 2026 09:00:00 +00:00

As of 1 January 2026, Australia has implemented a mandatory and suspensory merger control regime, replacing its longstanding voluntary and informal merger clearance framework.

Our April 2026 article provides an overview of the new legislative regime administered by the Australian Competition and Consumer Commission (ACCC), explaining the scope of acquisitions captured by the regime, the applicable thresholds and notification requirements for acquisitions across the Australian market. For those businesses regularly engaging in cross-border acquisitions in Australia, particular attention should be paid to the relatively low financial thresholds that may trigger a mandatory obligation to obtain ACCC approval where the acquirer already has substantial Australian turnover. In practice, this means that a broad range of acquisitions, including not only full-control transactions, but also acquisitions of minority interests giving rise to practical control and incremental stake increases, will require careful assessment to determine whether notification is required. Where notification is required, transactions will be subject to substantial lodgement fees and legal costs, and deal timelines will need to accommodate ACCC review. This article explores what businesses need to be aware of under these laws, what acquisitions are captured under the regime, and impacts to the deal process. If your business has substantial existing Australian revenues, you need to be prepared to receive ACCC clearance for acquisitions in Australia, regardless of the perceived level of competitive risks and typical clearance concerns.

The monetary thresholds applying to the mandatory merger control regime are set out below and are low in the context of major conglomerates with operations in Australia. The regime classifies businesses with ≥AU$500 million in annual Australian revenues as “very large acquirers”, and subjects them to approval thresholds on acquisitions of targets with as little as AU$10 million in annual Australian revenue. Beyond these “very large acquirers”, businesses with less existing Australian revenue can be captured by the economy-wide and cumulative acquisition thresholds that consider the Australian revenue of both the acquirer and the target.

Australian Revenue Threshold	Acquisitions Requiring Approval
Very Large Acquirers If the acquiring group’s annual Australian revenue¹ is ≥AU$500 million:	Acquisitions where the target and its connected entities being acquired have Australian revenue of ≥AU$10 million. A series of related or cumulative transactions where the cumulative Australian revenue from acquisitions that predominantly involve the same or substitutable goods or services over three years is ≥AU$10 million.
Economy Wide Threshold If the acquiring group’s annual Australian revenue is <AU$500 million, but the combined Australian revenue of the merger parties (including the acquirer, the target and their connected entities²) is ≥AU$200 million:	The Australian revenue of the target and its connected entities being acquired is ≥AU$50 million. Acquisitions with a global transaction value of ≥AU$250 million.³
Cumulative Acquisitions If the acquiring group’s annual Australian revenue is <AU$500 million, but the combined Australian revenue of the merger parties (including the acquirer, the target and their connected entities) is ≥AU$200 million:	A series of related or cumulative transactions where the cumulative Australian revenue from acquisitions that predominantly involve the same or substitutable goods or services over three years is ≥ AU$50 million.

These revenue thresholds capture all Australian revenue of the acquiring entity and its subsidiaries, affiliates and other connected entities, meaning the combined annual revenue of the group’s entire Australian operations is under the microscope, not merely revenue in the relevant market or sector to which the transaction relates.

Various international conglomerates with major diversified operations spanning multiple sectors will invariably cross these financial thresholds. Prominent examples of investor categories that may satisfy these financial thresholds include:

Diversified trading houses and conglomerates – Large multinational trading and industrial conglomerates that hold Australian interests across resources, commodities, agriculture, infrastructure and manufacturing through complex multisubsidiary structures.
Global financial institutions and asset managers – Major international banks, insurance groups and asset managers with Australian banking licences, investment platforms, funds management operations or insurance underwriting businesses.
Global technology, industrial and consumer groups – Large multinationals with Australian business services, technology, manufacturing or consumer goods operations.
Sovereign and state-backed investment vehicles – State-linked conglomerates and investment funds with broad Australian portfolio holdings across multiple sectors.

The business of many firms meeting these monetary thresholds is the acquisition of businesses, assets and other interests in Australia. If those acquisitions result in the acquisition of control of an Australian target (refer to our previous article for a further explanation of control transactions that fall within the mandatory merger regime), mandatory notification will be required for acquisitions meeting the target revenue thresholds set out in the table above.

For major conglomerates (i.e. with Australian revenue of at least AU$500 million) operating in Australia, merger clearance is required for acquisitions with as little as AU$10 million in annual revenue. Any notifiable acquisition that proceeds without ACCC clearance, a statutory exemption or waiver is automatically void under Australian law, and civil penalties may apply. Businesses, including foreign conglomerates, must not complete a notifiable acquisition without first receiving ACCC approval.

If your business engages in the acquisition of businesses in Australia and is likely to meet the monetary thresholds, you need to know the following when undertaking M&A transactions:

New lodgement fees – The mandatory merger clearance regime imposes new and significant lodgement fees on every notifiable transaction, which will need to be factored into transaction budgets moving forward. The lodgement fee for a “Phase 1” review is AU$56,800, payable on a mandatory basis where the regime is triggered and required even where there are no substantive competition concerns. If your transaction requires a Phase 2 review because competition concerns do arise, subsequent lodgement fees are payable as follows:
Fee Payable
Deal Value
AU$475,000
For transactions valued⁴ ≤AU$50 million.
AU$855,000
For transactions valued between AU$50 million and AU$1 billion
AU$1,595,000
For transactions valued ≥AU$1 billion.

Waiver applications (AU$8,300) and public benefits assessments (AU$401,000) are also available and incur additional costs.
These fees are cumulative and nonrefundable. To date, the ACCC has granted 70 notification waivers (six denied) and approved 39 notifications in Phase 1, with only two notifications being progressed to the in-depth Phase 2 assessment as a result of the ACCC identifying potential competition concerns.
Additional advisory costs – In addition to lodgement fees, you will incur additional legal and advisory fees associated with the substantial competition analysis, market definition work, calculation of market shares and competitive overlaps, and assembly of the supporting documentation required to apply for and seek clearance under this regime, including deal documents, financial information and competitive data.
Timeline impact – The mandatory and suspensory regime fundamentally changes the transactional timetable for every notifiable deal. An acquisition cannot close until 14 calendar days after the receipt of ACCC’s approval, and any transaction that does not comply with this timeline is void.
For Phase 1 reviews, businesses should build in up to 30 business days for review, with the earliest possible approval after 15 business days. If a Phase 2 review is required, the ACCC is entitled to an additional 90 business days for review, with the ability to extend. Notwithstanding these statutory timeframes, the ACCC’s data suggests material efficiency in practice. To date, 91% of acquisitions have been cleared within 20 business days. Waiver applications, in particular, have been determined swiftly, with an average decision time of 11 business days.
Market information – This new mandatory notice regime requires parties to be across key market data that needs to be provided for review and approval. This means that businesses need to be ready to describe the goods and services most relevant to the transaction, the parties’ principal industries, and any horizontal, vertical or conglomerate overlaps. For very large acquirers that will regularly need to seek approvals, this creates a practical need to maintain up-to-date internal information on Australian business lines, competitors and overlaps so that repeat acquisitions can be assessed and, if necessary, notified without undue delay on the acquisition side. Keeping across this information may require additional staff and administrative processes to ensure M&A activity can continue to flow in line with internal expectations.

Based on available data, we understand there are hundreds of major conglomerates operating in Australia that will meet these thresholds. These businesses, particularly those headquartered in the US, the UK, Japan, Hong Kong and Singapore, invest billions into the Australian market annually. With these new merger clearance rules coming into effect, these firms, trading houses, banks, hedge funds and conglomerates will need to adjust their M&A frameworks, taking into account new mandatory fees, increased costs and timeline extensions required to obtain clearance even for simple, small acquisitions without substantive competition concerns.

If you have a transaction in Australia and would like to discuss how you can comply with these mandatory merger control laws, please contact a member of our M&A team.

¹^{The Australian revenue test is based on the relevant entity’s gross revenue determined in accordance with Australian and international revenue standards, for the most recently ended 12-month financial reporting period prior to the contract date, attributable to transactions within or into Australia.}
²^{“Connected entities” means related bodies corporate under the Competition and Consumer Act 2010 (Cth) (CCA), entities controlled by each other or by a common entity.}
³^{For acquisitions of discrete assets, the global transaction value threshold is ≥AU$200 million for economy wide threshold and ≥AU$50 million for a very large acquirer.}
⁴^{The global transaction value is the higher of the market value of the acquired shares/assets and the consideration received from the acquisition.}

Federal Contractors Must Include a Mandatory Compliance Clause to Address DEI Discrimination in Their Supply Chain Based on New Executive Order

Tue, 28 Apr 2026 16:14:27 +00:00

On March 26, 2026, President Donald Trump signed Executive Order 14398 “Addressing DEI Discrimination by Federal Contractors”¹ (the “EO”) directing federal agencies to include mandatory anti-diversity, equity and inclusion (DEI) compliance clauses in all government contracts by April 25, 2026.

Federal contractors and their subcontractors that engage in “racially discriminatory DEI activities” now face contract suspension, termination, debarment and potential False Claims Act liability. As the deadline approaches, it is important for contractors and subcontractors to take immediate measures to ensure they have a compliant supply chain.

Background

The EO is the latest signed by the Trump administration to eliminate DEI-based preferences from the federal sphere. In his first term, President Trump issued Executive Order 13950, “Combating Race and Sex Stereotyping,” which prohibited federal contractors from conducting workplace training that promoted certain “divisive concepts.”²

Upon returning to office, President Trump signed Executive Order 14151, “Ending Radical and Wasteful Government DEI Programs and Preferencing” in January 2025, directing agency heads within 60 days to terminate all DEI, diversity, equity, inclusion and accessibility (DEIA) and “environmental justice” offices, positions, equity action plans, initiatives and performance requirements; and identify contractors who had provided DEI training to agency employees, as well as assess whether DEI programs had been “misleadingly relabeled”³ to preserve pre-election functions.

President Trump also issued Executive Order 14173 “Ending Illegal Discrimination and Restoring Merit-based Opportunity” in January 2025, which repealed certain affirmative action requirements for federal contractors and prohibited DEI programs that violated anti-discrimination regulations. These executive orders implemented compliance requirements on federal contractors without imposing direct compliance clauses into the federal contracts. The purpose of this March 26, 2026 EO, is to close that gap.

Revised Definitions under the EO

The EO invokes the president’s authority under the Federal Property and Administrative Services Act (FPASA) to promote economy and efficiency in federal contracting. It rests on the stated rationale that DEI activities “cause inefficiencies, waste and abuse” and “impose artificial costs in hiring, promotion and operations” that are “inevitably passed on to the federal government” when it contracts with companies engaging in racially discriminatory DEI activities.

The EO includes two key terms:

“Racially discriminatory DEI activities” – Disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring and promotions), contracting (e.g., vendor agreements), program participation, allocation or deployment of an entity’s resources.
“Program participation” – Membership or participation in, or access or admission to training, mentoring or leadership development programs; educational opportunities; clubs; associations or similar opportunities that are sponsored or established by the contractor or subcontractor.

Mandatory Contract Clause Requirements

By April 25, 2026, all executive departments and agencies, including independent establishments, subject to FPASA⁴ must ensure that contracts and contract-like instruments, including subcontracts and lower-tier subcontracts, contain the following clause:

The contractor will not engage in any racially discriminatory DEI activities, as defined in section 2 of the EO
The contractor will furnish all information and reports, including providing access to books, records and accounts, as required by the contracting agency . . . for the purposes of ascertaining compliance with this clause
In the event of the contractor’s or a subcontractor’s noncompliance with this clause, this contract may be canceled, terminated or suspended in whole or in part, and the contractor or subcontractor may be declared ineligible for further government contracts
The contractor will report any subcontractor’s known or reasonably knowable conduct that may violate this clause to the contracting department or agency, and take any appropriate remedial actions directed by the contracting department or agency
The contractor will inform the contracting department or agency if a subcontractor sues the contractor and the suit puts at issue, in any way, the validity of this clause
The contractor recognizes that compliance with the requirements of this clause is material to the government’s payment decisions for purposes of section 3729(b)(4) of title 31, US Code (False Claims Act)

Enforcement

The EO establishes a layered enforcement regime:

Contracting agencies are mandated to cancel, terminate or suspend any contract for failure to comply with this clause
Agencies must take appropriate action to suspend and debar noncompliant contractors or subcontractors
Within 120 days of the EO (i.e., July 24, 2026), each agency head must review implementation and report compliance to the assistant to the president for domestic policy
The attorney general will consider whether to bring FCA actions against noncompliant contractors, and will conduct prompt review of qui tam actions concerning federal contracts within 60 days where practicable

The director of the Office of Management and Budget (OMB) will issue guidance to contracting agencies to ensure compliance and, in coordination with the attorney general, the assistant to the president for domestic policy and the US Equal Employment Opportunity Commission (EEOC) chairman, will identify economic sectors posing a particular risk of DEI activities based on current or past conduct, and issue sector-specific guidance.

Contractors and Subcontractors Must Immediately Check Their Supply Chain for DEI Discrimination Activities

The EO applies broadly to any contractor or subcontractor at any tier performing work under a federal contract or contract-like instrument, including those subject to FPASA.

Contractors and subcontractors should act now to address any practices or programs that meet the definition of “racially discriminatory DEI activities,” and then take measures to eliminate such practices and programs internally and from their supply chains. Ahead of the April 25 effective date, contractors should consider the following preemptive actions:

Perform an internal audit to identify any practices or programs that may be considered “racially discriminatory DEI activities”
Create a plan to phase-out or eliminate any such practices or programs
Send a notice to all vendors in the supply chains about this EO
Prepare and be ready to send a certification to be executed by all parties in the supply chain certifying that they do not have any practices or programs that are “racially discriminatory DEI activities”
Establish an internal reporting mechanism, including procedures for reporting violations by subcontractors
Maintain records of compliance efforts for federal agency audits.

If you have any questions regarding this EO or need assistance in implementing a strategy for compliance, please reach out to one of the authors.

Addressing DEI Discrimination by Federal Contractors – The White House
See Exec. Order No. 13,950, 85 Fed. Reg. 60,683 (Sept. 28, 2020).
See Exec. Order No. 14,151, 90 Fed. Reg. 8,339 (Jan. 29, 2025).
Under FPASA, 40 U.S.C. 102(4)(A), the “agencies” subject to FPASA include (a) executive departments or independent establishments in the executive branch of the government; and (b) wholly owned government corporations.

The New Maritime Action Plan and Public Private Partnerships

Tue, 28 Apr 2026 09:00:00 +00:00

The Trump administration recently released “America’s Maritime Action Plan” (MAP), which is the next step towards achieving the policy goals stated in the administration’s April 9, 2025, Executive Order (EO) 14269, entitled “Restoring American Maritime Dominance.”

The MAP focuses on rebuilding the US domestic shipbuilding and port capacity, modernizing maritime regulations, increasing the size of the US merchant fleet, and increasing support for maritime workforce education and training. The fact sheet accompanying the EO further notes that President Trump has established a new Office of Maritime and Industrial Capacity at the National Security Council, which presumably will help coordinate implementation of the EO. In addition, the US Department of Transportation’s Maritime Administration (MARAD) recently announced US$500 million in additional funding to restore and revitalize American ports, shipyards and maritime capabilities.

The administration’s interest in financing, subsidizing, and supporting ports and maritime transportation is noteworthy. It has the potential to create significant new opportunities for investment in, and the development, construction and management of, port infrastructure through public private partnerships. The process is just beginning. With pending congressional legislation and federal regulatory efforts to implement the MAP, the opportunity exists to influence federal policy to maximize the role of public private partnerships in port development.

The administration has identified public private partnerships as a key component for delivering improvements to the maritime industry in the US. The MAP is aspirational in tone, with many specifics to be developed as implementing legislation and regulation are adopted. It is clear that the administration is seeking to encourage federal, state and local governments to partner with the private sector to advance the goals of the MAP. Key objectives of the MAP are to:

“Blend public and private capital for long-lived shipyard and shipbuilding component fabrication. Leverage public private partnership (PPP) platforms to create projects that attract institutional investors while securing national-security priorities.”
“Explore opportunities for PPP and technology consortiums to share costs and risks in shipbuilding programs. Create tax incentives for shared infrastructure investment in areas where shipbuilders exist. Increase funding levels for existing Maritime Administration (MARAD) programs that support investment in shipyards.”

Regarding the goal of shipyard investments, the MAP states that:

The primary vehicle for these incentives is the creation of bilateral or multi-lateral PPP, which are typically managed by State-level government agencies, local-level jurisdictions, and utility service providers …

Ports and related infrastructure improvements have long provided opportunities for the private sector to engage with public infrastructure. As with surface transportation, private activity bonds (PABs) may be used to finance “docks and wharves” and related infrastructure, including facilities for loading/unloading passengers or cargo. The MAP does not seek to alter the current rules for using tax-exempt bonds for port-related improvements, and the existing rules will continue to be available to assist the private sector in partnering with the public sector to achieve the goals of the MAP.

As described below, the current legislative context related to the MAP is fluid, and the potential exists for enhancing the availably of PABs as a financing tool for port improvements – potentially by expanding the scope of qualified improvements that may be financed with PABs and potentially adopting a program of direct federal support for ports such as that which has been created under the Transportation Infrastructure Finance and Innovation Act (TIFIA) and Water Infrastructure Finance and Innovation Act (WIFIA). With or without such changes, the MAP reflects an administration policy to bring all available resources, including capital and expertise of the private sector, to bear in the improvement of ports and the enhancement of maritime activity.

The Focus of the MAP

The MAP is premised on the notion that commercial shipbuilding and a vibrant merchant marine are directly tied to, and indeed essential to, national and economic security. Commercial shipbuilding is integral to national and economic security.

US-built and US-flagged vessels are viewed as strategic priorities.
Multiyear procurement and financing reforms aim to stabilize industrial demand.
Autonomous maritime systems are integrated into longterm industrial planning.
Arctic access and maritime infrastructure are treated as economic and security assets.
Workforce, trade, tax and regulatory reforms are used to lock in long-term maritime industrial capacity.

To increase the size of the US-flagged merchant fleet, and grow domestic shipbuilding capabilities and enhance national maritime security, the MAP is broken into the following “pillars”:

Pillar I – Rebuilding US Shipping

Increasing domestic shipbuilding capacity
Incentivizing investment in US shipyards
Establishing maritime prosperity zones to incentivize and align new domestic and allied investment in US maritime industries and waterfront communities
Addressing supply and demand issues
Reducing dependence on unreliable suppliers through heightened cooperation with allies and partners

Pillar II: Marine Workforce Education/Training

Expanding mariner training and education to address workforce challenges in the maritime sector through maritime educational institutions and workforce transitions
Providing financial and regulatory incentives for the training of shipbuilders and US-credentialed mariners
Modernizing the US Merchant Marine Academy
Enhancing maritime training capabilities to meet industry needs

Pillar III: Growing the Marine Industrial Base (MIB)

Strengthening requirements for shipping government-impelled and commercial cargoes on US-flagged vessels
Imposing a land port maintenance tax to balance payments from importations across land ports versus maritime ports
Streamlining and improving acquisition processes for US government vessels, while reducing change orders
Considering actions, as appropriate, based on the US Trade Representative’s (USTR) investigation of China’s targeting of the maritime, logistics and shipbuilding sectors for dominance

Pillar IV: National and Economic Security

The goals that are part of Pillar IV are designed to strengthen the resilience of the maritime industry as follows:

Strengthening the resilience of the MIB through improved component supply chains
Increasing the fleet of commercial vessels trading internationally under the US flag
Establishing a Maritime Security Trust Fund (MSTF)
Fostering the development of the autonomous maritime technology industry
Developing a strategy to secure arctic waterways and enable American prosperity in the face of evolving arctic security challenges and associated risks
Prioritizing the recapitalization of government-owned sealift vessels

Private capital and expertise are essential to realizing these objectives, and the administration will welcome creative approaches from the private sector to addressing these challenges.

Significant MAP Recommendations

Among the recommendations set forth in the MAP are:

Overhauling Ship Financing

Investors, the finance industry and other shipping industry professionals should take note that the MAP calls for the long-term funding and the modernization of the federal ship financing program (Title XI), as well as the US Maritime Administration (MARAD) Capital Construction Fund.

Establishing the MSTF

The MSTF would provide funding for long-term investment in the US’ shipbuilding capacity, fleet expansion and maritime workforce.

Vessel and Land Entry Fees

A universal fee on foreign built vessels from any nation entering US ports would be imposed. Revenue collected from the universal vessel entry fee would be paid to fund either infrastructure improvements, or the MSTF. The fee would be assessed on the weight of the imported tonnage arriving on the vessel.
To prevent the circumvention of the vessel entry fees, a land port maintenance tax is proposed based on 0.125% of the value of the merchandise that enters the US.

International Bridge Agreements

Reaching agreements with allied shipyard to build vessels in their home yards, while having foreign shipbuilders invest in US shipyards.

What’s Next – Expected Congressional and Agency Action

The MAP proposes hundreds of billions of dollars in new investments to achieve its goals, and private capital and expertise will be essential to the achievement of its objectives. The MAP seeks to enhance ports and maritime resources and identifies the private sector as a key player in the process, but federal legislation and favorable regulatory policy will be required to fully achieve the goals of MAP. As the legislative process unfolds, it will be essential to shape the federal, state and local law in a manner that facilitates private involvement and private financing in the accomplishment of the objectives of MAP.

The pending Shipbuilding and Harbor Infrastructure for Prosperity and Security Act of 2025 (SHIPS Act) and the Building Ships in America Act of 2025 both create opportunities to authorize expanded financing tools that will facilitate greater private involvement in shipping, ports and related infrastructure.

The approach that the federal government has taken to supporting improved surface transportation through expanded federal tools, such as enhanced utilization programs such as TIFIA and WIFIA, are models for what the federal government is capable of doing to promote the objectives of MAP. The federal government has the opportunity to realize the full potential of MAP by promoting the use of public private partnerships as a tool to achieve its objectives. Ports and related infrastructure in the US are creatures of state and local law, and operate in the context of state and local laws that govern how public port authorities may interface with the private sector. In some cases, there will be a need for implementing state and local legislation to employ the new federal resources in creative ways, including through the expanded use of public private partnerships, to realize the full potential of new federal resources.

The surge of federal interest in ports and the maritime industry will create opportunities for the private sector to bring capital and expertise to the effort. A key question will be whether implementing federal legislation and regulation, as well as state and local laws governing the financing and procurrent practices of port authorities and related public entities, will operate in a manner designed to bring the full benefit of private sector capital and other resources to bear in achieving the objectives of MAP. Private enterprise engaged in investment, construction and operation of infrastructure will have the opportunity to influence the legislative and regulatory process in a favorable manner. The time to act on behalf of our maritime and port infrastructure is at hand, and the industry has the opportunity to reverse a long-term decline in our shipping and port operations.

*This client alert has been updated to reflect revisions to certain analyses and descriptions. Readers should refer to this version as the current and authoritative version of the alert.

Representations in English Corporate Transactions – Buyer Beware

Mon, 27 Apr 2026 14:34:46 +00:00

Buyer beware (caveat emptor) is a fundamental principle in corporate acquisitions and other purchase agreements under English law. In the recent decision of Jinxin v. Aser and others [2026] EWHC 75 (Comm), the English Commercial Court has dismissed wide-ranging claims for deceit and unlawful means conspiracy arising out of alleged representations made in the course of the acquisition by Jinxin of the MPS Group. In doing so, the court has provided useful guidance on reliance on statements made in preacquisition due diligence materials.

Although any case alleging deceit will depend on the precise factual circumstances, in the corporate acquisition context, Jinxin v. Aser is helpful in clarifying:

That representations in the preacquisition context will not be interpreted overly broadly to go beyond the statements actually made.
Where statements are designed to be made to the ultimate buyer, the fact that they may be made to a representative will not prevent the buyer from relying on the representation. Nor will it matter that the buyer is a newco yet to be established when the representation was made.
Deceit claims remain available in appropriate situations, but the first port of call where an acquisition does not turn out as envisaged will continue to be the protections contained within the transaction documents.

Jinxin’s Claim

In 2016, Jinxin acquired the MPS Group, a sports broadcast and media rights group that included, among other media properties, broadcast rights for the Italian Serie A football league and FIFA World Cup.

In preparation for the transaction, MPS engaged advisers who provided various due diligence documents providing detail of the financial and legal position of the group. These documents included legal and financial due diligence reports, and Q&A documents.

The acquisition completed in mid-2016; by 2018, the MPS Group had failed, and Jinxin had lost its investment.

Jinxin issued proceedings against the sellers of MPS Group and several others. Jinxin relied at trial on seven express representations contained in the due diligence documents – which Jinxin contended were false and known by the representors to be false – as well as nine implied representations.

In deceit claim, whether the representations were, as a matter of fact, made, false and known by the representor to be false, is critical. The court considered the representations in detail, addressing the business practices of the MPS Group (and particularly whether there was anticompetitive behaviour/bribery/corruption); the reason for the MPS Group’s success in retaining the Serie A rights; the status of a criminal investigation into one of the defendants; and the accuracy of EBITDA forecasts prepared for the acquisition.

Having done so, the court concluded that while certain aspects of the MPS Group business may not have been run according to what might be expected in modern business practices and in other industries, the representations were either not made in the form alleged, or if they were, the representations were not false or known by the representors to be false. Jinxin’s claim was therefore dismissed.

Claims in Deceit

A claim in the tort of deceit (sometimes referred to as fraudulent misrepresentation) will arise where:

Person A makes a representation:
- That is false
- That Person A either knows to be false or makes without any genuine belief that it is true
The representation is intended to be believed by Person B.
Person B is caused to believe that the representation is true and suffers loss as a result.

Representations can be either expressly made, or take the form of actions. However, mere nondisclosure is not enough (save in certain limited situations where there is a duty to disclose material facts), Person A must have actively done something to cause Person B to hold the false belief.

In this case, Jinxin alleged a mix of express representations made in the diligence documents prepared by or on behalf of the sellers/MPS, and implied representations based on that diligence information provided. The court found that, on the facts, no false representations had been made (the representations were either not found to be false, or were found not to have been made).

Recipients of Representations

As part of a claim in deceit, the representation must reach the representee so as to cause them to believe it. This is logical – if a representee does not know a representation has been made, it cannot then affect their belief/behaviour. This has been likened in the case law to the damage caused by an arrow missing its target.

Jinxin was only incorporated a short time before the transaction. Representations had therefore been made not to Jinxin, but to representatives of Jinxin’s would-be shareholders. The court concluded that, for Jinxin to have received any of the alleged representations, it was suffcient that the representations reached the representative, where what the representative had received was intended for the company that eventually became the buyer.

It is common in corporate transactions for a newco to be established for the purpose of acquiring the shares in the target business; and so it will often be the case that representations will be made not to the buyer that ends up relying on any statement made, but a representative. The court’s conclusion is therefore a welcome clarification that the incorporation of a newco will not prevent reliance on preincorporation representations in an appropriate case.

The Interplay Between Deceit/ Misrepresentation and Warranty/ Indemnity Claims

In Jinxin v. Aser, as is typical in acquisition agreements, certain of the defendant sellers gave contractual warranties as to the position of the MPS Group to Jinxin. Warranties in this context will typically cover everything from the status of the shares being transferred, the financial and trading position of the group, employees, assets, disputes and other matters relating to the group’s business. The claims advanced by Jinxin at trial were not claims under these warranties. These contractual warranties will be subject to various limitations, including caps on the quantum of claims, notification requirements, and time limits for bringing claims.

Typically, the acquisition documents will include entire agreement and nonreliance clauses, which provide that the acquisition documents contain the entire deal between the parties, and, further, that the parties have not relied on any representations or statements not contained within the agreement. There will then be a carve-out for fraud (as liability for fraud cannot be excluded or limited under English law).

That was the case in Jinxin v. Aser. Accordingly, for Jinxin to seek to rely on representations alleged to have been made that were not contained within the share purchase agreement, it was required to allege that those representations had been made fraudulently. That case could, on the facts, not be established.

Jinxin v. Aser in Practice

For sellers, the court’s conclusions will be welcomed in that they make clear that statements made during an acquisition process will not be interpreted overly broadly, where such a meaning goes beyond the statement actually made; and such broad representations will not generally be implied. As said at Paragraph 260 of the judgment, “Absent the clearest words, in a business of this scale, range and complexity I cannot accept that a representation in those sweeping and comprehensive terms, admitting of no exception, was made… .” As the Court acknowledged, relaxing the requirements for claims of this type would introduce significant uncertainty for commercial life.

In circumstances where an acquisition has not turned out as expected, a buyer’s first recourse will usually be to the acquisition documents, and in particular any warranties and indemnities captured within the transaction documents. Deceit claims will typically only be pursued where contractual exclusions and limitations prevent warranty claims being made. Jinxin v. Aser indicates the diffculty for buyers in trying to rely on representations that are not captured within the acquisition documents. As such, ensuring a robust due diligence exercise preacquisition, so that issues are identified precompletion, as well as obtaining appropriate warranty, indemnity and other protections, are critical.

The 20th EU Sanctions Package Against Russia: Scope, Entry Into Force and Compliance Implications for Operators

Fri, 24 Apr 2026 09:00:00 +00:00

On 23 April 2026, the Council of the EU (the Council) adopted the 20th package of restrictive measures in response to Russia’s war of aggression against Ukraine. The package is implemented principally through Council Regulation (EU) 2026/506 amending Regulation (EU) No 833/014 on sectoral measures, and Council Regulation (EU) 2026/511 amending Regulation (EU) No 269/2014 on individual designations.

The package contains 120 additional individual and entity listings, the largest single round in two years, together with economic measures across energy, financial services (e.g. cryptocurrencies), trade and the Russian military-industrial complex. A strong anti-circumvention focus reaches financial and trade infrastructure in third countries supporting the Russian war effort, and for the first time the EU activates its anti-circumvention instrument. The package also introduces stronger legal safeguards for EU operators facing Russian retaliation, notably the protection of intellectual-property rights and remedies against abusive expropriations, as well as Russian-court proceedings.¹

Four questions arise for operators with Russia exposure: what are the main new sectoral constraints; what new constraints reach third-country transactions; how does the package protect the EU operators facing Russian retaliation and, finally, which milestones warrant monitoring?

Energy, Maritime Services and the Shadow Fleet

The cornerstone of the current package is a concentrated assault on the Russian hydrocarbon export apparatus, establishing the legal foundation for a future, comprehensive maritime services ban on the transit of Russian crude and refined petroleum. Crucially, the activation of this measure remains contingent upon a subsequent Council decision, synchronised with the G7 and the Price Cap Coalition and structured around a deliberate wind-down period; until such time, the mandate for EU operators is one of preparedness rather than immediate reconfiguration. Simultaneously, the EU has designated 36 entities across the energy value chain, spanning upstream exploration to downstream refining, with a specific focus on emerging actors who have sought to capture expanded market shares during the current volatility.

This regulatory expansion is most visible in the maritime sector, where the port-access and service ban has been extended to 46 additional vessels, bringing the cumulative total to 632. The parallel delisting of 11 vessels serves as a calculated signal that a return to compliance provides a viable “off-ramp” for operators. The framework now specifically targets the “shadow fleet” through the lens of IMO Resolution A.1192(33), addressing irregular and high-risk shipping practices. Furthermore, the transfer of tanker assets has been significantly constrained through mandatory duediligence protocols, the inclusion of “no-Russia” clauses in successor contracts and a novel scrapping provision designed to facilitate the orderly decommissioning of vessels exiting the shadow fleet.

Finally, the regime addresses the specialised liquified natural gas (LNG) and ice-breaking sectors. Effective 25 April 2026, maintenance services are prohibited for all Russia-flagged or certified LNG tankers, a restriction that will extend to foreignflagged vessels operating for Russian interests by January 2027. This temporal alignment culminates on 1 January 2027, with a categorical prohibition on the provision of LNG terminal services to Russian-controlled entities, necessitating the termination of all existing service contracts. These measures are bolstered by a targeted transaction ban on the strategic ports of Murmansk and Tuapse, as well as the Karimun terminal in Indonesia, effectively constricting the logistical nodes of Russia’s energy diplomacy.²

Banking, Crypto and Third-country Financial Channels

The financial dimension of the current package represents an aggressive contraction of Russia’s remaining access to the EU’s internal market. By imposing transaction bans on an additional 20 Russian credit institutions, subject only to stringent humanitarian exceptions, the EU has now effectively isolated 70 such entities from its financial architecture. This containment strategy increasingly targets the “facilitation layer” in third countries. Conversely, the delisting of five third-country entities underscores a conditional enforcement model, wherein relief is predicated on formal commitments to cease sanctioned conduct.

The measures governing the digital asset space signal a qualitative transition from targeted listing to sectoral exclusion. Effective 24 May 2026, a total prohibition will apply to transactions with any crypto-asset service provider or exchange platform established within the Russian Federation. This specifically encompasses the rouble-backed stablecoin RUBx and any European assistance in the development of the digital rouble, Russia’s central bank digital currency. Notably, the designation of a Kyrgyz exchange facilitating significant volumes of the A7A5 stablecoin directly addresses the “shadow” financial networks used to bypass traditional banking blocks. Finally, the regime now prohibits engagement with payment agents, whether in Russia or third countries, that offer netting or set-off services explicitly designed to obfuscate and circumvent the EU’s restrictive measures.³

Trade and the First Activation of the Anti-circumvention Instrument

In a milestone for European trade enforcement, the EU has for the first time made operational its anti-circumvention instrument, with the Kyrgyz Republic serving as the inaugural designated jurisdiction. This intervention specifically targets the export of metal-working machining centres and sophisticated telecommunications equipment, categories that have seen an anomalous 800% increase in volume since the conflict’s inception, largely mirroring a 1,200% spike in Kyrgyz re-exports to the Russian Federation. Crucially, this instrument operates at a supra-national level, independent of the standard “no-Russia” contractual obligations imposed on individual exporters, thereby creating a dual-layered barrier against the diversion of sensitive goods.

Parallel to this jurisdictional shift, the existing export ban has been broadened to encompass industrial-grade explosives, specialised laboratory glassware and high-performance lubricants. Simultaneously, the EU has introduced a rigorous import cap on Russian-origin ammonia, established at an annual quota of 688,000 metric tonnes, while further fortifying the prohibition on transit through Russian territory. These measures collectively reflect a strategy of high-precision economic attrition, designed to constrict Russia’s industrial base, while imposing a high cost on those facilitating its endurance.⁴

Military-industrial Complex and Individual Listings

The current package significantly expands the EU’s punitive architecture, designating 58 entities and their associated principals directly embedded in the manufacturing of military materiel, with a particular emphasis on the burgeoning drone sector. Perhaps more consequential is the strategic targeting of the “extraterritorial supply chain”: 16 entities across China, the United Arab Emirates, Uzbekistan, Kazakhstan and Belarus have been sanctioned for their role in funnelling dual-use components and weaponry into the Russian defence apparatus.

In a parallel move to stanch the flow of critical technology, export restrictions have been tightened on an additional 60 entities deemed vital to Russia’s technological modernisation. This cohort reflects the globalised nature of the conflict’s logistics, comprising 32 domestic Russian firms and 28 intermediaries operating out of third-country jurisdictions, notably the Hong Kong Special Administrative Region (SAR), Turkey, Thailand and the United Arab Emirates.

In total, the 120 new listings reflect a broader accounting. Beyond the immediate logistical suppliers of the war effort, the regime’s asset freezes and travel bans have been extended to the oligarchic class, state propagandists, and, most notably, those implicated in the egregious abduction of Ukrainian children and the systematic despoliation of Ukrainian cultural heritage.⁵

Legal Protection for EU Operators

The legislative architecture of the current package introduces a robust suite of safeguards designed to immunise EU operators against the predatory manoeuvres of the Russian judiciary. At the core of this defence are five distinct legal instruments intended to neutralise the impact of de facto expropriations and the erosion of intellectual property rights. Among these is the empowerment of member state courts to issue anti-suit injunctions. By imposing significant financial penalties, the EU seeks to preemptively forestall Russian claimants from exploiting Articles 248.1 and 248.2 of the Russian Arbitration Procedure Code (Арбитражный процессуальный кодекс Российской Федерации). Furthermore, the framework establishes a right to damages for EU entities should Russian judgments be enforced within third-country jurisdictions. This is bolstered by targeted transaction bans: first, against third-country actors facilitating such enforcement; second, against Russian competitors who derive commercial advantage from assets seized under “temporary management”, specifically those cited under Decree No. 302 and Federal Law No. 470-FZ and third, against those exploiting EU intellectual property rights under the auspices of the 2024 presidential decrees. Complementing these defensive measures, Regulation (EU) 2026/511 introduces a pragmatic derogation within the individual-sanctions regime. By permitting the release of frozen funds for the payment of arbitral costs to non-listed counterparties, the EU ensures that legal victories against sanctioned Russian entities are not merely symbolic but result in tangible financial recovery for European operators.⁶

Further Measures and Belarus

The regulatory landscape governing relations with the Russian Federation is set for a significant tightening, characterised by four primary pillars of escalation. Effective 25 May 2026, a comprehensive prohibition will be enacted against the provision of managed security services to both the Russian state and private interests within its jurisdiction. This coincides with a more rigorous approach to the EU’s broadcasting ban; by codifying five-point criteria, ranging from brand continuity to infrastructure overlap, authorities are now empowered to dismantle the “mirror” sites and proxy domains utilised by sanctioned entities like Russia Today and Sputnik.

Furthermore, the academic sphere faces a categorical shift: EU-based research institutes and institutions of higher learning are now precluded from accepting any financial or economic patronage from the Russian government within the research and innovation sector. This effort to insulate intellectual capital is mirrored in the luxury commodities market; as of 24 April 2026, the evidentiary burden for diamond importers has increased, requiring formal due diligence statements to verify that polished stones have no Russian provenance.

Finally, the Council has extended the Belarusian sanctions regime through February 2027, harmonising it with Russian measures, specifically regarding cybersecurity, tourism and crypto-assets. Notably, the inclusion of a Chinese stateowned entity involved in Belarusian military production marks a pivotal expansion of the regime’s extraterritorial reach.⁷

Outlook

Operators should keep in mind the following:

The timing of the G7 and Price Cap Coalition coordination, and of any subsequent Council decision activating the full maritime services ban together with the wind-down period, remains uncertain
Follow-on Council implementing regulations populating Annexes LIV, LV and LVI of Regulation 833/2014, listing Russian beneficiaries of “temporary management” measures, third-country enforcement cooperators and Russian intellectual property appropriators respectively, are expected
Interpretative guidance from the European Commission on the new sectoral crypto regime, the managedsecurity- services prohibition and the first use of the anti-circumvention instrument is awaited, together with guidance from national competent authorities.

How We Can Help

Our International Trade & Foreign Investment Practice Group is actively assisting clients in navigating the complexities of the 20th sanctions package. We provide comprehensive support, from vetting counterparties and cargo to evaluating how these new measures impact your commercial contracts and intellectual property.

Our team also reviews financing, shipping and cybersecurity documentation to ensure every detail aligns with the latest requirements. Whether you need help drafting exemption applications or require representation in regulatory matters and court actions, we are prepared to protect your interests.

¹^{Russia’s War of Aggression against Ukraine: 20th Round of Stern EU Sanctions Hits Energy Revenues, Military Industrial Complex, Trade and Financial Services Including Crypto}^,^{Council of the European Union}^{(23 April 2026);}^{EU Adopts 20th Package of Sanctions against Russia}^{, IP/26/869,}^{European Commission}^{(23 April 2026). The package is implemented by}^{Council Regulation (EU) 2026/50}^{6 amending}^{Council Regulation (EU) No 833/2014}^{, and}^{Council Regulation (EU) 2026/511}^amending^{Council Regulation (EU) No 269/2014}^{, both of 23 April 2026, OJ L (23 April 2026).}
²^{Reg 2026/506 (n 1), new Arts. 3q, 3s(3a), 3sa, 3rb; Annexes XLII and XLVII.}
³^{Reg 2026/506 (n 1), Arts. 5ad(1)(d), 5ba and new Art. 5bb; Part D of Annex XLV; Annex LIII.}
⁴^{Reg 2026/506 (n 1), Arts. 3i, 3i(3h), 3k and 3k(1a); Annexes XXI, XXIII and XXXIII.}
⁵^{Reg 2026/511 (n 1); Reg 2026/506 (n 1), Annex IV.}
⁶^{Reg 2026/506 (n 1), new Arts. 5ai, 5aj, 5sa, 11a, 11b(1a), 11ca; Annexes LIV, LV and LVI. Reg 2026/511 (n 1), new Art. 5c and amended Art. 11a.}
⁷^{Reg 2026/506 (n 1), Arts. 2f(1a), 3p(10), 5n(1)(i), 5t(2)(e)–(f); Regulation (EU) 2019/881 (managed-security-service definition); Regulation (EU) 2021/695 (Horizon Europe research and innovation framework).}

New Mandatory Australian Merger Regime

Fri, 24 Apr 2026 09:00:00 +00:00

On 1 January 2026, Australia moved from its long-standing voluntary and informal merger clearance framework to a mandatory and suspensory merger control regime administered by the Australian Competition and Consumer Commission (ACCC) under the Competition and Consumer Act 2010 (Cth) (CCA)

The move aims to improve transparency, consistency and early oversight, blocking anticompetitive mergers upfront, rather than after the fact and bringing Australia into line with jurisdictions like the EU and US.

Key Takeaways

Regulatory engagement – For international investors accustomed to the UK or EU regimes, the need to factor in regulatory engagement early in the process will be familiar. For many domestic Australian dealmakers, however, this represents a significant cultural shift. Competition analysis will need to form part of deal feasibility, valuation and risk allocation from day one.

No more voluntary clearance – Notification is now mandatory if the monetary thresholds are met, and parties cannot take steps to complete a transaction until 14 days after ACCC clearance is received or an exemption is granted. Proposed transaction agreements should include conditions precedent relating to ACCC clearance conditions where applicable.

No clearance = no deal – The stakes are high. Completing a notifiable acquisition without ACCC approval is a breach of the CCA and could trigger enforcement action and large penalties up to AU$100 million or AU$2.5 million for individuals. In addition, the transaction will be automatically void.

Increased time and cost – Transactions will be subject to formal Phase 1 (30 business days) and, if required, Phase 2 (up to 90 business days) reviews. We recommend parties plan for the time (and associated costs) to prepare filings and for possible remedies and negotiations. Substantial new fees apply to each phase and are cumulative.

Parties involved in concentrated markets or global transactions are encouraged to engage in early prenotification conferral with the ACCC to reduce the need for follow-up information requests and to avoid delay in the determination period.

Information burden – Corporate development teams, private equity sponsors and legal advisors should integrate Australian competition screening into their standard M&A workflow (as many already do for the US, EU, UK and elsewhere). Parties should expect substantial document collection and a requirement for competition analysis prefiling. That means:

Mapping relevant product and geographic markets early
Collecting Australian revenue and customer data at the heads of agreement stage, including three-year Australian-based revenues, market share estimates and lists of customers/competitors
Assessing cumulative acquisitions in the last three years for threshold purposes

Read full insight to learn more

Iran War: Implications for Business

Thu, 23 Apr 2026 14:08:14 +00:00

The US and Iran are aggressively testing each other’s pain threshold just short of a resumption of war that neither appears to want (though another round of fighting can’t be ruled out). Attacks and seizures of ships by both sides characterize a messy ceasefire that has kept the Strait of Hormuz closed to international shipping.

Business and economic impacts are multiplying differently across regions of the world. Divisions within Iran’s leadership between more pragmatic nationalists and ideological Islamists (on display during negotiations in Pakistan and in recent announcements on the strait) make an agreement with the US harder to reach. President Trump’s extension of the ceasefire may be a strategy to see how those Iranian divisions play out under increasing economic deprivation due to the US blockade on shipping in or out of Iranian ports.

Ideal for international business would be a clear agreement to resume free and safe navigation through the Strait of Hormuz, while addressing other issues (nuclear, missiles, proxies and economic incentives for Iran) in a slower track. But that would require Iran and the US to give up significant leverage, while consigning critical issues to long and uncertain negotiations.

Our five scenarios remain valid, but their probabilities have shifted, providing insight into the war’s direction. Our partner VICO, an AI model that forecasts political, geopolitical and economic events, provided percentage probabilities for each scenario; the authors have noted where we differ. We also offer a regional analysis of the war’s business impacts. After this fourth weekly edition of “Iran War: Implications for Business,” we will publish another when circumstances warrant.

Status quo for the next two weeks: 29% (down from 38% last week) – The Strait of Hormuz remains essentially closed by Iranian threats and the US blockade on Iranian shipping. Negotiations may resume but without a deal that reopens the strait. The ceasefire is shaky, but without significant additional damage to energy and other Gulf infrastructure.

The authors believe this probability is understated and should be 40%.

War resumes within two weeks: 68% (up from 55% last week) – US and Israel resume attacks on Iran, and Iran attacks Gulf energy and civilian targets within two weeks, removing more oil and gas supply from global markets for months or years required for repairs and further damaging Gulf economies.

The authors believe this probability is overstated and should be 35%.

Red Sea closes within two weeks: 29% (down from 50% last week) – War escalates to include Houthis or Iranians attacking shipping in the Red Sea, effectively closing the Suez Canal. This would also impede Saudi Arabia’s pipeline exports of 7 million barrels per day.
Strait reopens within two weeks: 3% (down from 7% last week) – The US and Iran agree to reopen the Strait of Hormuz with a level of certainty that reassures insurers, while other issues (Iran’s nuclear, proxy and missile capabilities, as well as sanctions relief) are addressed in longer-term negotiations.

The authors believe this probability is understated and should be 20%.

US-China confrontation over Iran within two weeks: 45% (up from 35% last week) – President Trump and President Xi appear committed to stability in the relationship ahead of their planned summit on May 14-15. However, President Trump said an Iranian-flagged ship traveling from China that US forces intercepted was carrying a “gift from China,” raising suspicions of military or dual-use cargo. Any Chinese assistance to Iran’s military could trigger US sanctions and Chinese retaliation.

Comparative Regional Analysis

Instead of the sectoral analysis in our previous editions, this week we highlight the war’s differing regional impacts on business.

Asia

Beyond the Gulf, Asia has been most impacted, due to its reliance on Gulf crude, LNG and shipping. Japan is particularly vulnerable, with an energy self-sufficiency ratio of only 13% and 90% reliance on crude oil that transits the Strait of Hormuz. Reduced supplies of naphtha in Japan are impacting prices of surgical gloves and other medical supplies, with shortages possible in the near future. The Japanese government has instituted fuel-saving policies and consumer companies are reducing delivery frequencies. Japan has released 20 days’ worth of oil supplies from its strategic reserve. South Korea, with an energy self-sufficiency ratio of 22%, has also released fuel from strategic reserves and is working to secure emergency oil from the UAE. Strong semiconductor exports have mitigated the macroeconomic impacts of price hikes in Korea’s energy-intensive sectors. In contrast, China appears relatively insulated from the immediate shock due to robust storage and an energy mix less reliant on oil and gas (coal, nuclear and renewables account for three-quarters of its total supply).

The Philippines, Vietnam and Pakistan, as well as other countries in South and Southeast Asia, are suffering extraordinary fuel price increases directly impacting businesses; fertilizer and diesel have become unaffordable for many farmers, threatening food security. Many governments have implemented stringent austerity measures, including energy rationing, work-from-home mandates and shortened work weeks.

Europe

Europe has experienced a substantial industrial and consumer price shock. The European Commission has outlined two scenarios: first, a durable ceasefire, in which shipping routes reopen and prices stabilize within months, starting with jet fuel and diesel, but LNG markets remain constrained until 2030 due to infrastructural damage in Qatar, and second, a protracted conflict with Europe facing difficulties meeting energy demands this winter. The European Commission has proposed cutting electricity taxes, coordinating gas purchases and summer storage refills, and faster electrification to reduce dependency on imported fossil fuels.

The International Energy Agency has warned that Europe has about six weeks of jet fuel stocks, though some estimates extend that. Jet fuel prices have increased far more than oil, impacting passenger and air freight prices. Air cargo rates from Vietnam to Europe, for example, have nearly doubled. Airlines in Europe are cutting unprofitable short flights.

Beyond energy and transportation, European chemicals and energy-intensive manufacturing have been severely affected. Germany recently halved its 2026 growth forecast to just 0.5%, while the UK’s 2026 growth forecast declined from 1.3% to 0.8%.

Middle East

The Middle East has received the most direct and multidimensional business shock. The United Nations Development Programme (UNDP) warned the conflict could cause a profound and unprecedented economic crisis across the region, potentially plunging four million people into poverty and wiping out up to 6% of the region’s economic output. UNDP estimates that a month of conflict costs the region US$194 billion in lost output, exponentially worsening if fighting continues and structural weaknesses sink in. The crisis is particularly acute in Gaza, Lebanon and Syria, which are already facing massive reconstruction needs, while Egypt, Iraq and Jordan risk being tipped into severe economic distress. Oil-producing Gulf states traditionally finance regional reconstruction, but may be unable to this time because of their own reconstruction from attacks on energy production.

Latin America

Latin America is splitting along the familiar oil-exporter/ importer line, but with an interesting overlay in how the fertilizer supply chain is quietly reshaping the region’s agribusiness outlook. Brazil imports roughly 85% of its fertilizers, and Iran was the third-largest urea supplier in 2024. Soy planting decisions for the 2026/27 cycle are already disrupted. Although barely covered internationally, this is the most discussed economic concern in Brasilia now.

Brazil, Colombia, Guyana, Ecuador, and Trinidad and Tobago benefit marginally from higher energy prices. The IMF’s latest World Economic Outlook projects Latin American and Caribbean growth of 2.3% in 2026 and 2.7% in 2027, with Brazil up by 1.9% this year.

Venezuela, frequently cited as a beneficiary, is not in practice. PDVSA’s collapsed operational capacity hinders scaling output in the short term. Higher prices help regime cash flow, not Venezuelan supply. Argentina is the genuine supply story. Vaca Muerta combined with President Milei’s RIGI investment framework can add barrels within 12 to 18 months, with YPF and the majors already moving.

Non-oil-exporting nations are worse off. Mexico stands out: a net gasoline importer, with President Sheinbaum inheriting rising subsidy pressure and a bleeding Pemex. Central American and Caribbean importers face deeper debt and fuel strain. Regional inflation is projected to rise to 6.6% this year before easing to 4.2% in 2027, driven by fuel, transport and food costs.

Africa

Africa is the most vulnerable region for macro-economic, fuel and food impacts. Developing economies across Africa are experiencing varied impacts, with oil exporters faring slightly better than oil-importing nations. Nigeria and Angola face broader economic constraints (including higher domestic fuel prices) but not immediate fuel shortages like import-reliant nations. Higher shipping and transport costs are driving up the price of commodities, both imports and bulk exports. Transportation of fertilizer, already costing more, can raise prices up to 45%. Fertilizer supply (80% dependent on imports) remains constrained. Diesel and oil-dependent sectors, such as mining, are also under strain.

Financial markets have also been impacted. The South African rand dropped more than 6% against the dollar in March, with continued volatility and declines in April. Many African governments have had to intervene with subsidies or tax relief programs to protect consumers. African corporations have also lobbied for corporate relief, particularly in Kenya, calling for lower employee taxes to help manage rising costs. In the long term, the crisis is expected to spur growth in renewables to reduce reliance on imported fuel.

UK R&D Relief and Clinical Development Activities – Opportunities for Life Sciences Sponsors Partnering with UK Contract Research Organisations

Thu, 23 Apr 2026 10:45:44 +00:00

Over the last few years, the UK R&D tax regime has undergone significant changes, in particular new rules have been introduced for contracted-out R&D shifting the benefit onto the party that initiates and bears the financial risk of the R&D.

SPB is proud to have collaborated with Fortrea, a leading contract research organisation, in preparing this paper which provides a high level summary outlining how the UK tax landscape may support clinical development programmes, the types of organisations and activities that may be eligible, as well as the importance of early planning to align clinical trial design, operational delivery and tax strategy.

General Trend in Increased USDA and CFIUS Scrutiny for “Foreign Person” Related Investment in US Agricultural Lands

Thu, 23 Apr 2026 09:00:00 +00:00

Since the US Government Accountability Office (GAO) issued a report in 2024 recommending updates to the Agricultural Foreign Investment Disclosure Act of 1978 (AFIDA) regulations¹ to provide for greater verification and monitoring of foreign investment in agricultural land and coordination with the Committee on Foreign Investment in the United States (CFIUS), the Trump Administration has steadily increased scrutiny of foreign person investment in covered US agricultural land. Most recently, the US Department of Agriculture (USDA) published an advanced notice of proposed rulemaking (ANPRM) seeking comments on revisions to AFIDA regulations and processes, including means to increase coordination with CFIUS relating to foreign investment in US agriculture lands.²

The USDA has already updated a new digital filing process, and with this ANPRM, USDA is taking additional steps to increase efficiency to “provide timely, accurate, and detailed data for CFIUS agencies’ use”³ to better protect national security interests. Investors, including fund managers, should take stock of their “foreign person” status and take preemptive compliance steps to manage the increased risks of enforcement in this area, ahead of anticipated regulations enhancing monitoring and reporting obligations.

Overview of AFIDA and Proposed Revisions

AFIDA requires “foreign persons” who invest or hold interests in US “agricultural land” to submit a report. For the purposes of this requirement, a “foreign person” and “agricultural land” have the following meanings:

A “foreign person” includes non-US entities and persons and any investor that is 10% or more, or 50% or more in the aggregate, owned by any such persons.⁴
“Agricultural land” covers US land used for forestry production or, within last five years, for farming, ranching, or timber production, with certain exceptions for smaller sized properties with minimal sales and production.⁵

In the report to the USDA, AFIDA requires detailed reporting on, among other things, the relevant foreign ownership, legal description and acreage of agricultural land, and subject property interest, to the secretary of agriculture through a newly developed online reporting system.

The ANPRM sought public input on the proposed updates to improve reporting efficiency and information collection activities, and provide timely, accurate and detailed foreign person ownership data for CFIUS agencies’ use, all of which to better address national security interests arising from foreign person ownership or use of agricultural land.

Current Perceived Gaps in AFIDA Reporting Requirements

In the ANPRM, the USDA highlights several gaps in the current AFIDA regulations that it aims to address with US national security and agricultural land interests in mind. These include difficulties in accurately identifying land and property boundaries, the high reporting threshold for foreign persons with a “significant or substantial interest” (e.g., those with directly/indirectly 10% or more interests), the absence of exemptions for countries with long-standing US ties compared to foreign adversaries’ reporting requirements, and limitations on obtaining additional information from indirect interest holders multiple tiers of ownership removed from the direct interest holder.

The GAO, in its 2024 report, concluded that the USDA’s “processes to collect, track, and report key information are flawed,” including its reliance on paper forms.⁶ During the GAO’s review, the USDA had already been “keeping a real-time log of AFIDA filing activity for investors from the People’s Republic of China, Russia, Iran and North Korea,”⁷ consistent with its obligations under the Consolidated Appropriations Act of 2023. But this information was not effectively shared among national security agencies “early in the process except through a manual process of scanning and e-mailing AFIDA forms.”⁸ In the ANPRM, the USDA explained its efforts to streamline its processes, including its electronic submission process for AFIDA submissions, in response to requirements under the Consolidated Appropriations Act, 2023.⁹

ANPRM Proposals to Expand/Revise Reporting Requirements

In the ANPRM, the USDA outlined the following priorities to consider for updates relating to its AFIDA improvement goals:

Improving efficiency in identifying “foreign persons” required to file reports under AFIDA regulations and determining if foreign adversaries should meet different (more stringent) reporting standards, by revisiting the sufficiency of the existing foreign ownership thresholds (starting at 10% directly or indirectly).
Updating the scope of the information the filer is required to provide about agricultural land and reviewing potential changes to exclusions within the definitions of “agricultural land” and “any interest,” such as the exemption for leases under 10 years, to ensure comprehensive reporting and stronger national security oversight.
Enhancing the disclosures necessary for multitiered interest holders and ensuring indirect foreign person ownership data is complete and verifiable, such as by requiring additional details about foreign interests throughout an ownership chain or in a complex corporate structure with multiple holding companies.
Clarifying how reporting requirements apply to foreign persons with indirect interests, such as when more than one foreign person has a “significant interest or substantial control” in any given filer. The USDA noted in the ANPRM that such a filing person may then be required, upon request, to submit additional reporting on additional interest holders.
Considering whether filers should provide precise geospatial property boundaries and maps, noting that current narrative descriptions often have limited utility for officials who are not physically present on the land.

Recent Enhancements to the Monitoring of Foreign Investments

The USDA has already implemented changes to the information collection process to streamline filings and better share information with other agencies, namely CFIUS. Some of the more relevant enhancements to the reporting and monitoring of foreign ownership include the following:

Digital filing process – Historically, filings were made at the Farm Service Agency (FSA) county office local to the agricultural land. On January 22, 2026, the USDA implemented a new electronic filing process, moving away from the legacy “paper-only” system (Form FSA-153) that the USDA argues allowed for “inaccuracies and delays.”¹⁰
Online whistleblower reporting process – The USDA launched “an online portal for farmers, ranchers and the public to report possible false or failed reporting of foreign investments in US agricultural land.”¹¹
USDA-CFIUS Memorandum of Understanding – On July 7, 2025, USDA Secretary Brooke Rollins signed this memorandum of understanding with the Department of the Treasury to formalize the USDA’s role as a member of CFIUS for reviews involving agricultural land, biotechnology and industry, replacing prior informal consultations with a structured process for identifying and addressing national security risks from foreign investment.¹²

Key Comments Received by the USDA

Farmers’ unions, think tanks, state entities and reform coalitions submitted comments to the ANPRM. These commenters were generally aligned on the need to improve filing efficiency, verification and monitoring, but offered different thoughts on the best approach. For example:

One of the farmers’ unions thought the AFIDA filing improvements should be paired with audits and consistent enforcement.¹³
A state department of agriculture and some nonprofit organizations argued for stricter reporting requirements or enforcement for applicable investments by foreign adversaries (including lower thresholds for such investments).¹⁴

Some Unanswered Questions

There are some unanswered questions regarding how broadly CFIUS and AFIDA will apply the new regulations and procedures. Among the open questions:

How and whether the new regulations be applied to investment in, or acquisitions of, country grain elevators that are often built on or adjacent to farmland, and that receive, store and ship grain directly from farmers, or how about other grain transshipment terminals, river terminals and export grain elevators?¹⁵ (Some of which may be currently captured under existing CFIUS real estate authorities but not AFIDA.)
How and whether the new regulations be applied to agriproduct processing facilities, such as plants that clean, grade and refine commodities like wheat, corn and oilseeds? These facilities are critical for transforming raw crops into flour, feed, ethanol, vegetable oils and starches.¹⁶
How and whether the new regulations be applied to foreign investment in nontraditional agricultural industries, e.g., animal feed mills (usually to support already existing foreign investment in poultry, pork or beef production operations), aquaculture, alfalfa or other premium forage crops (which have seen very significant investment from Japan, China, Saudi Arabia and the UAE)? Another sector that has seen significant foreign investment is the fruit and nut sector.
What about foreign fund investors or pension funds that have been investing as passive investors in agricultural lands (notably investors from Canada, the EU and the UK)?

Take Away: New Direction Indicates Increased CFIUS Risks to Investors in US Agriculture Sectors

The agencies that comprise CFIUS, including the Department of Defense, rely on the information provided to the USDA by foreign persons (via the data required from AFIDA filings) as part of their mandate to “identify and review transactions that may pose national security risks.”¹⁷CFIUS’ review authority extends to certain investments in US real estate that is within defined proximities to sensitive military bases,¹⁸which often involves agricultural land. One of the goals of reforming the AFIDA process was to facilitate the prompt exchange of information with CFIUS, whether reporting AFIDA filings to CFIUS, or by allowing CFIUS to review and access historical AFIDA filings (note, CFIUS has the authority to review prior covered transactions that were not reviewed and cleared by CFIUS, an effort carried out by CFIUS’ non-notified transaction team.)¹⁹

Foreign investors in US agricultural land should be aware of the current changes and proposed changes to the AFIDA reporting process and take steps to manage their compliance and risks. Although revisions are still underway, investors should expect a more robust and extensive AFIDA submissions process, as well as the potential for harsher penalties for violations.

¹^{US Government Accountability Office, GAO-24-106337, Foreign Investments in US Agricultural Land: Enhancing Efforts to Collect, Track, and Share Key Information Could Better Identify National Security Risks (January 2024) (hereinafter “2024 GAO Report”) (}^{available online here}⁾
²^{US Department of Agriculture, Proposed Rule, Agricultural Foreign Investment Disclosure Act: Revisions to Reporting Requirements, 90 Fed. Reg. 60,581 (December 29, 2025) (}^{available online here}^).
³^Id.
⁴^See^{7 C.F.R. § 781.2 (g)}^.
⁵^See^{Id. at. § 781.2 (b).}
⁶^See^{2024 GAO Report, p.2.}
⁷^{Id. at p.20-21.}
⁸^Id.
⁹^See^{ANPRM at p.60581 (“2023, Congress passed a Consolidated Appropriations Act that included a requirement for USDA to streamline its process for electronic submission and retention of AFIDA disclosures”); see also Public Law 117–328, 136 STAT. 4509, Sec. 773 (December 29, 2022) (}^{available online here}^).
¹⁰^{Press Release, US Department of Agriculture, USDA Launches New Online Portal for Reporting Foreign-Owned Agricultural Land Transactions (January 22, 2026) (}^{available online here}^).
¹¹^{Press Release, US Department of Agriculture, USDA and DoW Advance Key Parts of the National Farm Security Action Plan (February 11, 2026) (}^{available online here}^).
¹²^{Memorandum of Understanding between the Department of Agriculture and the Department of the Treasury (July 7, 2025) (}^{available online here}^).
¹³^{See Comment of North Dakota Farmers’ Union on Agricultural Foreign Investment Disclosure Act: Revisions to Reporting Requirements, Comment ID. USDA- 2026-0001-0012 (January 28, 2026) (}^{available online here}^).
¹⁴^{See Comment of Nebraska Department of Agriculture on Agricultural Foreign Investment Disclosure Act: Revisions to Reporting Requirements, Comment ID USDA-2026-0001-007 (January 13, 2026) (}^{available online here}^{), and Comment of The Foundation for Defense of Democracies on Agricultural Foreign Investment Disclosure Act: Revisions to Reporting Requirements, Comment ID USDA-2026-0001-0010 (January 28, 2026) (}^{available online here}^).
¹⁵^{Some of the largest investment in recent years in US grain storage and logistics infrastructure has been by foreign agricultural trading interests, notably from Japan and China.}
¹⁶^{Investors tied to geopolitically adverse countries making investments in real estate (including agricultural land) have faced significant US regulatory and political scrutiny, which is particularly true for Chinese investments, such as the Fufeng Group’s proposed US$700 million investment in a North Dakota corn mill, which triggered intense scrutiny at the state and national levels (see summary of the CFIUS case involving the Fufeng investment}^{available online here}^{). The investment was blocked, in large part over national security concerns, particularly regarding proximity to military bases.}
¹⁷^{Agricultural Foreign Investment Disclosure Act: Revisions to Reporting Requirements, 90 Fed. Reg. 60,581 (proposed December 29, 2025) (}^{available online here}^).
¹⁸^See^{31 C.F.R. pt. 802}^.
¹⁹^{Foreign Direct Investment Regimes USA 2026, § 3.8, International Comparative Legal Guides (November 17, 2025) (}^{available online here}^).

Family Office Insights: “Institutional Investor” Restrictions on Single-family Home Purchases: What Family Offices Need to Know

Wed, 22 Apr 2026 15:45:00 +00:00

Procedural History: Executive Order to Proposed Legislation

On January 20, 2026, President Donald Trump issued an executive order titled “Stopping Wall Street From Competing With Main Street Homebuyers” (the “EO”), aimed at preserving the supply of single-family homes for American families and increasing the paths to homeownership. The EO directs certain federal agencies to begin taking steps to limit federal support of “large institutional investors” purchasing “single-family homes.” Notably, the executive order does not define the terms “large institutional investor” or “single-family home,” and instead directs the secretary of the treasury to provide those definitions within 30 days of the order’s issuance.

Nearly three months have passed since the EO was issued, and the treasury has not released further guidance on these critical definitions. However, Congress has moved to address this gap.

On March 10, 2026, the Senate passed the 21st Century ROAD to Housing Act (the “Senate Bill”) with significant bipartisan support. Section 901 of the Senate Bill, titled “Homes Are For People, Not Corporations,” responds to the EO’s legislative demand to prohibit institutional investors from purchasing single-family homes and proposes language for the missing definitions. The Senate Bill was sent to the House of Representatives on March 16, 2026, and remains subject to further consideration and amendments. Given its incorporation of the EO’s framework, the Senate Bill also appears to have the support of the Trump administration.¹

The Senate Bill’s Institutional Investor Definition

At its core, the Senate Bill prohibits “large institutional investors” from directly or indirectly purchasing single-family homes. Whether an entity qualifies as a “large institutional investor” under the Senate Bill turns on the following three-part statutory definition.

First, the entity must be a for-profit entity that “is engaged, in whole or in part, in the business of investing in, owning, renting, managing or holding single-family homes.” Second, the entity must, “alone or in concert with one or more other entities, beginning after the date of enactment of this act, directly or indirectly [have] investment control² of not less than 350 single-family homes in the aggregate,” excluding homes acquired through certain “excepted purchases.” Third, the entity must not be a governmental body.³

For purposes of the Senate Bill, a “single-family home” is defined as “a structure that contains two or fewer dwelling units that are each intended for residential occupancy by a single household; and does not include a manufactured home, as defined in section 603 of the National Manufactured Housing Construction and Safety Standards Act of 1974.”⁴

Implications for Family Offices

As currently drafted, the Senate Bill’s definition of a large institutional investor should exclude most family offices, as it is premised on investment control over “350 or more single-family homes”. That said, the EO and the Senate Bill are still relevant for family offices in several important ways:

First, both the EO and the Senate Bill are forward-looking. Neither requires large institutional investors to sell existing holdings. This means that existing portfolios are not subject to forced divestiture, and that prior investment decisions are not being revisited under a new regulatory regime. For family offices with existing exposure to residential real estate, this substantially reduces the potential for near-term disruption and allows time for thoughtful planning as the policy landscape evolves.

Second, the combined effect of the EO and the Senate Bill is already influencing the single-family housing market and is likely to continue doing so if the Senate Bill is enacted. Together, these actions have introduced uncertainty in certain investment strategies, particularly those involving aggregation of existing single-family home portfolios or partnerships with large institutional sponsors that have significant single-family home portfolios. This uncertainty is likely to impact deal flow, pricing and exit assumptions. For family offices, this means that some opportunities to partner with private equity sponsors holding significant single-family home portfolios may come under increased regulatory scrutiny, while other strategies, particularly those aligned with new construction, redevelopment or renter-to-homeowner strategies, may become more attractive.

Third, family offices contemplating future investments involving single-family homes should closely review any control rights. While many family office investments can take the form of passive limited partner interests, the Senate Bill’s definition of “investment control” is broad.⁵ Control may arise not only from ownership, but also from veto rights, appointment or removal rights or other rights that influence management decisions. In practice, even minority investors could be viewed as exercising control if their contractual rights extend beyond those of a traditional passive investor. As a result, family offices should be attentive to how control rights are allocated in partnership, co-investment and joint venture arrangements involving single-family housing.

Finally, as the Senate Bill advances in the House, it remains subject to change, especially given controversial provisions unrelated to housing such as those in Section 1001, which restrict the creation of a federal digital currency.⁶ We will continue to monitor legislative developments, including any changes to the definitions of “large institutional investor” or “single-family home,” and will provide updates as the process unfolds.

¹Luke Baynes, Despite White House and Senate Attention, Single-Family Investor Activity Remains Muted, Scotsman Guide (Mar. 4, 2026).

²As defined in section 901(a)(4)(B) of the Senate Bill, “an entity has direct or indirect investment control over a single-family home if the entity - (i) owns, or has primary authority or fiduciary responsibility to make material investment or management decisions relating to, the single-family home; (ii) is, or directly or indirectly controls, the general partner or managing member of the entity that owns the single-family home; (iii) is or controls the investment manager, management company or investment advisor of the entity that owns the single-family home; (iv) owns or controls more than 25% of any class of equity interests of the entity that owns the single-family home, unless such entity is a passive investor or (v) otherwise controls the entity that owns the single-family home.”

³Senate Bill (Section 901(a)(4)).

⁴Senate Bill (Section 901(a)(3)).

⁵See footnote 2.

⁶Senate Bill (Section 1001).

Latest Updates on Law Decree No. 21/2026: Energy Costs, Grid Access and Data Centres

Tue, 21 Apr 2026 09:31:53 +00:00

Introduction

On 8 April 2026, the Italian Parliament converted into law (the Law) the Law Decree of 20 February 2026, No. 21 (the Decree), concerning “urgent measures to reduce electricity and gas costs, enhance industrial competitiveness, support decarbonisation, address virtual congestion in the national electricity grid and integrate data centres into the electricity system”.

The Law introduced several amendments and additions to the original text of the Decree, as previously analysed here. The Law has already entered into force upon publication in the Official Gazette.

This client alert provides a high-level overview of the most relevant changes arising from the parliamentary conversion process.

Electricity and Gas Costs

Extraordinary Support for Household Electricity Costs

Against the background described in the previous alert, additional safeguards were introduced in relation to the voluntary support mechanism. In particular, the Law clarifies that the granting of any supplementary contribution by electricity suppliers may not be made conditional upon the purchase of additional services or products, nor may it entail any adverse changes to the contractual terms.

In addition, Parliament introduced the new Article 1, Paragraph 8-bis¹ , establishing a prohibition on unsolicited sales calls and text messages aimed at offering or concluding electricity and gas supply contracts. Any contracts entered through such unlawful practices are deemed null and void. End users may report infringements to the Italian Communications Regulatory Authority (AGCOM).

The prohibition will become effective 60 days after the entry into force of the Law.

Discounted Rates for District Heating Supply

The Law introduces further provisions aimed at extending existing support mechanisms and strengthening consumer protection. In particular, the new Article 1-bis introduces compensation measures for district heating (teleriscaldamento) costs.

The provision extends to district heating at the discounted rate regulated by Law Decree No. 185/2008, as subsequently converted into law with amendments, which previously applied only for energy and gas supplies.

Fairness, Transparency and Adequacy

New Articles 1-ter, 1-quater, 1-quinquies and 1-sexies introduce overarching principles of fairness, transparency and adequacy applicable to operators in the energy, natural gas and telecommunications sectors.

Furthermore, these provisions are complemented by specific rules aimed at enhancing consumer protection, and ensure transparency in supplier switching process.

Alternative Sources Support (ASOS) Reduction and Nondomestic Support Measures

The Law introduces targeted amendments to Article 2 of the Decree, specifically with respect to the early exit regime.

In particular, the threshold for qualifying as “integral refurbishment” has been lowered. Pursuant to the Law, the comprehensive refurbishment of the photovoltaic (PV) plants must ensure a minimum increase in production of 30% (as opposed to the previous threshold of 40% set out in the Decree), applicable to both ground-mounted and non-ground-mounted modules.

Renewable Energy

The Law introduces further clarifications and amendments to the guarantee mechanism, promoting long-term renewable electricity contracts, as set out in Article 4 of the Decree:

SACE S.p.A. may issue guarantees in favour of GSE S.p.A. at market conditions, with a maximum coverage of 70% of the underlying exposure. Of the guaranteed amount, 20% is borne directly by SACE S.p.A., while the remaining 80% is covered by the Italian state.
The maximum overall commitment remains capped at €250 million, financed through the fund established under Law Decree No. 23/2020.
The operational procedures for the issuance of guarantees and insurance coverage are to be defined by specific agreement between GSE S.p.A. and SACE S.p.A.

Grid Connections

Also, Article 7 of the Decree is significantly amended and expanded in the course of the parliamentary conversion process. In particular:

The Italian Parliament amended the definition of “intervention” (intervento), excluding from the scope of Legislative Decree No. 190/2024 certain activities related to the development and expansion of the national transmission network, as well as independently operated distribution networks.

The Law now directly sets forth specific procedural rules applicable to the simplified authorisation procedure (PAS)². This includes (i) a mandatory 90-day deadline from receipt of the appropriate assessment (valutazione di incidenza), or building permit for submission of the PAS application, (ii) a mandatory 90-day deadline from the granting of the public concession (if any) for submitting the appropriate assessment application or obtaining the building permit, (iii) automatic expiry of the public concession (if any) in the event of failure to submit the required appropriate assessment or building permit within the relevant deadlines and (iv) extension of the prohibition on undertaking works incompatible with the project covered by the PAS, until the PAS or the single authorisation (AU) becomes effective.

Furthermore, the simplified procedure is confirmed to also apply to the implementation of the intervention under Article 11-quarter of Legislative Decree No. 190/2024, regardless of the location of the works. For the purpose of calculating the time limits, reference is made to the later of (i) the date of acceptance of the connection solution, and (ii) the date of issuance of the relevant concession.

Data Centres

New Article 8, Paragraph 1-bis provides that, for the purpose of the single authorisation procedure for the construction, expansion and grid connection of data centres, it is sufficient for the project documentation to include a temporary medium-voltage grid connection solution. This is without prejudice to the obligation to subsequently implement the final solution in accordance with the procedure established by the competent authority.

Tax

New Article 3-bis extends to 31 December 2026 (previously 31 December 2025), the deadline for cooperatives located in the provinces of Trento and Bolzano to qualify as historic concessionary cooperatives, as provided under Article 1, Paragraph 258, of Law No. 213 of 30 December 2023.

Biogas, Biomass and CCUS

Article 11 of the Decree is amended to introduce new Paragraph 1-bis, providing procedural simplifications for complex projects, with a view to ensuring an appropriate balance between environmental impacts and socio-economic benefits³. In particular:

For complex projects implemented in sequential phases, where the Environmental Impact Assessment (EIA) application expressly covers the entire project lifecycle, the competent authority may issue a single environmental compatibility assessment (giudizio di compatibilità ambientale) covering all phases.
The environmental impact assessment may be drafted based on estimates or models where final data are only available at the end of the research phase
A favourable environmental compatibility decision must be subject to verification of such estimates and models, with the competent authority empowered to require any corrective measure

These provisions also apply to pending EIA procedures which, as of the date of entry into force of the Decree, have not yet resulted in a final environmental compatibility decision, provided that the project applicant submits updated documentation within 60 days from the entry into force of the Law of the Decree. The Law further extends the deadline for the implementation of smart charging functionalities for private standard charging points from 30 June 2026 to 1 January 2027⁴.

Carbon Phase-Out

The Law introduces a new Article 5-bis, providing that all coal-fired power plants must cease operations by 31 December 2038. The phase-out of coal-fired power plants is addressed in the national integrated interim report on energy and climate⁵.

^{1 These measures amend the current Article 51 of the Italian Consumer Code.}

^{2 Applicable in the cases set out by Article 4, Paragraph 12 and 12-bis of the Legislative Decree No. 190/2024, which govern the assessment procedure for projects subject to prior screening of appropriate assessment (valutazione di incidenza) under Article 5 of Presidential Decree No. 357 of 1997.}

^{3 These measures are introduced through the amendment of Article 25 of Legislative Decree No. 152 of 3 April 2006.}

^{4 The original deadline was established by Legislative Decree No. 199/2021 on the promotion of the use of energy from renewable sources.}

^{5 Article 17 of EU Regulation No. 2018/1999.}

Pensions Weekly Update – 22 April 2026

Tue, 21 Apr 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 government’s latest proposals on the Pension Schemes Bill were debated in the House of Lords on 20 April. The Lords disagreed with a number of proposals, including the reinsertion of mandation clauses and the government’s amendments to asset allocation provisions. The Lords Insistence, Disagreement, Reasons, Non-insistence and Amendments in Lieu will be debated in the House of Commons on 22 April 2026.
A press release from The Pensions Regulator (TPR) underlines key messages given in the recent Pension Scams Action Group’s (PSAG) fighting pension fraud webinar (a recording of which is available via the link). The webinar includes PSAG’s latest work to disrupt potential scam websites, as well as an update from the Fraud Minister, Lord Hanson.
The Pensions Administration Standards Association (PASA) has issued guidance for trustees and administrators on assessing and calculating contingent spouse pensions (CSP). The guidance sets out where CSP values may need to be calculated, and how the approach is dependent on the availability and reliability of underlying data. PASA says: “accurate CSP data is critical not only for insurer transactions, but also for effective ongoing administration, actuarial valuation, regulatory readiness and, most importantly, ensuring dependants receive the correct benefits at the appropriate time”.
The Society of Pension Professionals (SPP) recently conducted a survey of its members to establish the degree to which the adoption of Artificial Intelligence (AI) has changed in the UK pensions industry over the last year. The results showed that 100% of respondents are now using AI, up from 87% last year, and most respondents expect to see an increase in usage. Matthew Giles, SPP council member and head of pensions at Squire Patton Boggs said: “We have gone beyond the experimental phase of using AI to the realisation of tangible benefits, particularly in terms of speed, efficiency and the potential to deliver more personalised services while reducing costs. At the same time, concerns around risks such as inaccuracy and organisational nervousness are beginning to ease. Challenges remain, but it looks as though the industry is on the right track – ensuring AI is deployed responsibly so that it enhances, rather than replaces, the human expertise that underpins good pension outcomes”.
Matthew Kirk and Paul Jones, our international affairs advisers, look at implications for business stemming from the Iran War. Several scenarios are explored.

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

Tokenisation in Australia – Common Structures and How They Are Interpreted Under Australian Law

Tue, 21 Apr 2026 09:00:00 +00:00

On 8 April 2026, the Corporations Amendment (Digital Assets Framework) Act 2026 received royal assent. The act has accordingly moved beyond the proposal stage and is now enacted law, with the new regime to commence 12 months after royal assent and industry participants then expected to navigate the applicable transition and compliance timetable. In our earlier commentary, we addressed the key features of the legislative framework itself. This article turns to a related but distinct question: the common tokenisation structures we have seen being used in practice, and how those structures may be analysed under Australian law.

Tokenisation is often described as the process of putting realworld assets on-chain. That is commercially helpful, but legally it can be misleading, particularly in Australia.

Under Australian law, tokenisation is not a standalone legal category. It is a method of representing, transferring and administering rights using digital infrastructure. The real question is not whether an asset has been tokenised, but what legal rights the token holder actually receives.

That distinction matters. Much of the global commentary on real-world asset tokenisation still uses broad labels such as “security token”, “RWA token” or “direct asset tokenisation”, often drawing on US or offshore concepts. In Australia, those labels do not do the legal work. The Australian Securities and Investments Commission says that international digital asset categories, such as security tokens, utility tokens and exchange tokens, do not necessarily translate to equivalent products in Australia, and that the definition of a financial product in Australia is often broader than comparable concepts in other jurisdictions.1

Here, the same tokenised arrangement may be characterised as a share, debenture, interest in a managed investment scheme (MIS), derivative, noncash payment facility, or not a financial product at all, depending on how it is structured.

That is the lens through which Australian issuers, platforms, custodians and investors should be analysing tokenisation projects.

Practical Structuring and Regulatory Consequences

A more useful approach is, therefore, to begin with the common tokenisation structures currently seen in the market and then assess how Australian law is likely to analyse each. In broad terms, those structures include:

Tokenised special purpose vehicle (SPV) structures, where the token represents rights in a vehicle holding the underlying asset
Tokenised feeder or pooled investment structures, where token holders obtain exposure to a fund or common enterprise
Tokenised debt instruments, where the token evidences rights to repayment of principal and usually interest
Direct asset tokenisation models, where the token is intended to correspond more directly to the underlying asset or asset-backed entitlement

Each structure can produce a different regulatory outcome under Australian law. Depending on the rights attached and the surrounding legal arrangement, the tokenised product may amount to a share, debenture, interest in a MIS, derivative or noncash payment facility, or may fall outside the financial product perimeter altogether. Likewise, the platform or service provider involved may need to consider not only Australian Financial Services Licence (AFSL)-related issues, including under the new Digital Assets Framework laws, but also whether its activities amount to custody, dealing, arranging or even operating a financial market.

Tokenised SPVs or Nominee Structures

One of the most common tokenisation models is to place an asset into a company, trust or SPV and issue tokens representing an interest in that structure.

Commercially, this is attractive. It can help with ringfencing, governance and isolating risk. But in Australia, using an SPV does not answer the regulatory question. It simply changes where the legal analysis starts.

If the token carries equity-style rights, it may amount to a share. If it gives a right to repayment of money, it may look like a debenture. If investors contribute funds into a pooled arrangement and do not have day-to-day control, it may instead be an interest in a MIS.

That is a key Australian point. An SPV may be a useful structuring mechanism, but it is not, by itself, a regulatory solution.

For businesses building in this space, the practical issue is that the legal wrapper and the token terms need to be analysed together to ascertain what, if any, licensing requirements arise. It is not enough to say that the asset sits in a separate vehicle.

Tokenised Feeder Funds

Tokenised feeder structures are increasingly being used to bring traditional fund exposures on-chain. Investors subscribe into a feeder vehicle, and that vehicle invests into a master fund or another upstream structure. The token represents the investor’s exposure to the feeder.

In Australia, many of these structures will need to be analysed under the MIS regime. If investors contribute money into a pooled or common enterprise to generate benefits, and they do not have day-to-day control, the fact that their interest is tokenised does not change the core legal character, i.e. it may, in fact, be a MIS interest.

That means tokenisation does not displace the normal Australian funds analysis. Retail structures may trigger scheme registration, responsible entity and AFSL requirements. Even wholesale-only structures still require careful thinking around licensing, disclosure perimeter, distribution controls and custody.

In many cases, tokenisation in Australia is better understood not as the emergence of a new asset class, but as a new technological rail for the issuance, distribution, administration and transfer of existing legal rights and products.

Tokenised Debt

Tokenised debt instruments are one of the more straightforward categories conceptually. If the instrument embodies a promise to repay principal, usually with interest, it is likely to be analysed in Australia as a debenture.

That does not make it legally simple in every respect. It means the core product analysis is familiar.

The blockchain layer may improve settlement, transfer processes, coupon administration and register management. But it does not change the legal substance of the product. A tokenised bond is still likely to be treated as a debt security first, and a digital instrument second.

For issuers, that means ordinary securities law questions still matter. For platforms and intermediaries, the harder issues may be whether they are issuing, arranging, dealing, making a market or providing custody in relation to those tokenised debt products.

In practical terms, tokenised debt may become one of the strongest early institutional use cases in Australia precisely because it fits relatively comfortably within an existing legal category.

Direct Asset Tokenisation

Direct asset tokenisation is often marketed as the cleanest structure, as the token is said to represent the asset itself, with no SPV or fund wrapper in between.

In Australia, this is usually where complexity returns.

A blockchain record does not automatically replace the underlying title system, statutory register or property law requirements that apply to the asset. Whether a token transfer actually transfers legal or beneficial ownership depends on the surrounding legal arrangements, not merely on the fact that the token moves on-chain.

For assets that are fungible, a direct tokenisation model may be more workable, particularly where there is a robust custody and allocation framework. By contrast, for real property, registrable interests and other assets dependent on formal title systems, “direct” tokenisation is often more difficult in practice than the marketing may suggest.

That is why many so-called direct tokenisation models still end up relying on some off-chain legal architecture, whether that is a trust, custody arrangement, nominee model or contractual rights framework.

The Real Regulatory Question: Function Not Form

In Australia, legal risk often lies less in the token itself than in the surrounding functions it enables or supports, including custody, wallet operation, payment functionality, secondary trading, settlement and market operation.

A platform may describe itself as merely facilitating transfers, but where it brings together buyers and sellers of tokenised financial products in an organised way, the better view may be that it is operating regulated market infrastructure. Likewise, a tokenisation provider may present as a technology business while, in substance, undertaking regulated activities such as issuing, arranging or providing custody.

In practice, this is where many tokenisation businesses will require the closest legal scrutiny. The critical question is often not “what is the token?” but “what function is each participant in the tokenisation stack actually performing?”

New EU Rules for Environmental Marketing Claims – What Japanese Companies in the EU Market Need to Know

Mon, 20 Apr 2026 09:00:00 +00:00

The EU is in the process of significantly strengthening its legal framework to address growing concerns about misleading environmental marketing claims¹, or “greenwashing”. While the proposed Green Claims Directive has stalled due to a lack of political backing, and is indefinitely postponed, there is still a very important separate Directive on Green Claims that will become law in September this year - it is called Directive (EU) 2024/825 on Empowering Consumers for the Green Transition (“EmpCo Directive”²).

This new law will substantially reshape the way environmental claims³ can be used in the Business-to-Consumer (B2C) channel. Japanese companies that sell products or provide services, including digital services and digital content on the EU market, or that target EU consumers through advertising, online sales or branding, should be aware of these rules. Environmental claims that have until now been considered acceptable may soon become unacceptable, and thereby expose companies to heightened enforcement risks, penalties and reputational damage.

1. Practical Issues Regarding Compliance with the EmpCo Directive

While the EmpCo Directive has been viewed as a significant issue within the EU, there appears to be a considerable gap in awareness with the level of concern among Japanese companies. We wish to draw attention to this point.

First, Japanese companies engaging in commercial communications targeting consumers within the EU must comply with the EmpCo Directive. Caution is needed here, as some Japanese companies mistakenly believe that the EmpCo Directive does not apply to them because they have no branch within the EU.

We have encountered situations where statements commonly used by companies were found to constitute claims prohibited by the EmpCo Directive, surprising our clients. Such seemingly innocuous expressions can harbor pitfalls, demanding meticulous attention. Recently, we frequently observed numerous Japanese companies using expressions like “sustainability” on their websites. Even such commonly used terms require prior analysis.

Furthermore, determining whether a company’s expressions comply with the EmpCo Directive can be challenging. For example, the term “natural” is listed by the European Commission in recent guidance as a potential environmental claim. Determining whether “natural” constitutes a generic environmental claim (See 2.3 below), or a simple environmental claim is extremely difficult, as it requires considering the context in which the term is used. For instance, if the term appears alongside statements regarding the company’s philosophy, it is more likely to be judged as a simple environmental claim. However, even in such cases, factors like the degree of closeness between the “natural” expression and the statements about the company’s philosophy must also be considered.

Beyond the inherent difficulty in assessing compliance with the EmpCo Directive, urgent action is required to comply with it (See 2.5 below). Furthermore, various risks exist surrounding the EmpCo Directive (See 2.6 and 2.7 below). Therefore, particular attention must be paid to ensuring compliance with the EmpCo Directive.

2. Background and Outline of the EmpCo Directive

2.1 A Shift From General Consumer Law To Targeted Greenwashing Rules

The EmpCo Directive amends two cornerstone instruments of EU consumer law: the Unfair Commercial Practices Directive (UCPD) and the Consumer Rights Directive. The objective is to improve consumer protection by ensuring that marketing claims relating to environmental aspects of products and services are accurate, transparent and verifiable.

Historically, most environmental claims were assessed under the “umbrella” provisions of the UCPD, which prohibit misleading practices likely to distort the decision of the average consumer when buying a product or service. In practice, this required national authorities to carry out audits of suspected infringing behavior, and to demonstrate that a given claim had negatively influenced consumer behavior. While effective in theory, this approach often placed a heavy evidentiary burden on enforcement authorities and resulted in uneven application across EU member states. The EmpCo Directive will attempt to address some of these enforcement shortcomings by introducing more prescriptive rules and making it easier for enforcement authorities to act if they suspect non-compliant behavior.

2.2 The First EU-wide Definition of “Environmental Claim”

One of the most significant contributions of the EmpCo Directive is the introduction of new definitions, and notably the first harmonized EU definition of an “environmental claim”. The concept is defined broadly and can be summarized as:

Any non-mandatory message or representation, in any form used in a commercial context that states or implies a positive, neutral or improved environmental impact of a product, meaning a good or a service, a product category, a brand or a trader.

This definition explicitly includes text, images, symbols, labels, brand names or product names. As a result, environmental claims are no longer limited to explicit sustainability statements made by companies, but may also arise indirectly through packaging design choices, visual prompts or branding strategies.

2.3 New Blacklisted Practices Prohibited in All Cases

There is currently a blacklist of prohibited practices under the UCPD, which account for the most serious offences. The key aspect here is that enforcement authorities do not need to prove that consumer behavior was affected when buying the product or service; they need only prove that the practice existed. The EmpCo Directive will expand this list by adding the following practices, among others:

Uncertified sustainability labels
The use of sustainability labels that are not based on a recognized certification scheme or established by public authorities is prohibited.
Unsubstantiated generic environmental claims
Generic environmental claims, such as “eco‑friendly”, “green” or “climate friendly”, are also prohibited unless the trader can demonstrate recognized excellent environmental performance relevant to the claim. In practice, this will make such broad statements extremely difficult, if not impossible, to justify.
Misleading claims
Claims that present an entire product, or an entire business as environmentally beneficial where, in reality, the claim relates only to a specific component or activity. This would be the case, for example, where a product is marketed as being made of “100% recycled plastic,” even though only the bottle’s lid is manufactured from recycled material.
Claims about carbon neutrality based on greenhouse gas offsetting
Claims about a product’s carbon neutrality based on greenhouse gas offsetting are banned. Acceptable climate-related claims on products must instead be grounded in actual lifecycle emissions and reductions achieved within the company’s own value chain or be limited to the company’s ambition.
Others
Additional prohibitions address durability claims, the transparency of software updates affecting product performance and misleading statements regarding the use of non-original consumables or spare parts. While not always framed as environmental issues, these rules support the broader objective of promoting sustainable consumption and product longevity.

2.4 Stricter Scrutiny of Future-Oriented and Comparative Claims

Beyond blacklisted practices, the EmpCo Directive strengthens the rules applicable to other potentially misleading claims. This includes claims about future environmental performance or sustainability commitments, which must be clear, realistic and verifiable. Comparative environmental claims are also subject to stricter conditions, requiring transparency about the basis of comparison and ensuring that like-forlike goods or services are assessed.

2.5 A Tight Timeline and No Grandfathering – but a potential ‘soft law’ solution may come this summer

As with all EU directives, the EmpCo Directive has to be transposed into national law by each member state. The transposition deadline was 27 March 2026, and while many member states are delayed in the transposition, most of them are currently working on adapting their national rules. The new rules will apply from 27 September 2026. Some member states have already begun the transposition process, and careful monitoring of national legislative initiatives is therefore strongly advised.

Importantly, and according to the letter of the law, no ‘grandfathering’ should be allowed. This means that products already sold now in the EU, as well as existing marketing materials, must comply with the new rules as of 27 September 2026. In practical terms, and for the sake of prudence, companies may need to take urgent action to relabel products already on shelves, apply corrective stickers or adjust point‑of‑sale communications within a short timeframe.

However, we are aware of ongoing discussions between the main affected EU trade associations, the Commission and the Consumer Protection Cooperation Network (“CPC Network”) about potentially relaxing the immediate enforcement of the EmpCo Directive, and instead allowing the exhaustion of non-compliant products already placed on the market by 27 September 2026. This would avoid the need for product withdrawal, relabelling, or stickering. The content and form of such a potential “common understanding” among the CPC Network is currently unknown and may only become clearer towards this summer.

As this “common understanding” remains opaque and uncertain for now, and as enforcement remains the prerogative of Member State authorities (meaning that they all might not agree to this “common understanding”), we advise caution should companies already wish to rely on it. A more prudent approach, if practicable, would be to create a compliance plan without relying on this “common understanding”, at least while its form and content remain unclear.

2.6 National Enforcement and Sanctions: A Fragmented but Increasingly Strict Landscape

Although the legal framework tends toward greater harmonization at EU level, enforcement remains a national responsibility. Competent authorities, enforcement priorities and sanction levels therefore differ significantly across member states.

For example, in Ireland, misleading commercial practices expose the infringing party to a potential prison term of up to 18 months, or a fine of up to 4% of annual turnover (capped at €2 million) depending on the gravity of the offence. The infringing party will also likely have to pay compensation, for an amount appropriate to the loss or damage suffered, to the aggrieved consumer. In the majority of cases, there is an automatic publication of the investigation on the Irish consumer protection agency’s website and hence the infringing company would be publicly identified.

In France, misleading commercial practices may expose the infringing party to criminal sanctions, including a prison sentence of up to two years and a fine of €300,000. The fine may be increased, in proportion to the benefits derived from the infringement, to up to 10% of the average annual turnover, calculated on the basis of the last three known annual turnovers at the date of the offence or to up to 50% of the expenses incurred for the advertising or commercial practice concerned, which may be increased to 80% in certain circumstances.

Italy is another jurisdiction where enforcement activity has been particularly active. Over the past few months, the Autorità Garante della Concorrenza e del Mercato (AGCM) has imposed some of the highest publicly reported sanctions for misleading environmental practices. These include, for example, a fine of €1 million imposed on a fast‑fashion company for misleading green claims, as well as an enforcement action against a food company requiring it to remove language from its website and advertising statements suggesting that the production of its “Eco-green” bottles had no environmental impact.

As a general principle, enforcement action is expected to be progressive, with authorities typically starting with recommendations, corrective requests or, where appropriate, minor fines. However, it should be borne in mind that, depending on the specific circumstances and the severity of the infringement, a stricter approach may be adopted. In such cases, additional measures may be imposed, including injunctions, corrective measures or product recalls, in particular where noncompliance persists, or where the competent authority takes into account previous infringements by the company.

2.7 Exposure to US-style Class Actions

Another critical risk factor when assessing the potential consequences of making environmental claims in the EU is the growing use of collective redress mechanisms, also known as “class actions”. The UCPD is expressly listed in the Representative Actions Directive (EU) 2020/1828, which enables qualified consumer organizations to bring cross‑border collective actions for breaches of EU consumer law, including misleading environmental claims. These actions can seek injunctions, compensation and the cessation of unlawful practices. The first high-profile cases have already emerged, notably in the Netherlands where an airline company was sanctioned in 2024 for a misleading CO2 neutrality claim⁴, and this trend is expected to intensify as environmental claims come under closer scrutiny.

3. Conclusion: Preparation Should Start Now

For Japanese companies active in the EU, environmental claims are rapidly becoming one of the most sensitive areas of consumer law compliance. Enforcement activity is increasing, sanctions can be severe and collective actions add an additional layer of financial and reputational risk.

Given the relatively short lead time before the rules apply this 27 September 2026, we recommend companies begin reviewing their environmental communications now. Early action is key to navigating the evolving EU framework and mitigating any risks associated with greenwashing allegations.

For further advice, please feel free to contact the authors of this article.

^{1 “Claims” means message or representation including text, images, symbols, labels, brand names and product names.}
²^{Also called “ECGT Directive”.}
^{3 See 2.2 below for the meaning of “environmental claims.”}
^{4 District Court of Amsterdam, Foundation for the promotion of the fossil free movement, judgment of 7 June 2023, C/13/719848/HA ZA 22-524.}

The Dutch Sanctions Modernisation Bill: A Guide for International Businesses

Fri, 17 Apr 2026 15:58:40 +00:00

On 19 February 2026, the government of the Netherlands transmitted to the House of Representatives (Tweede Kamer) the bill for an International Sanctions Measures Act (Wet internationale sanctiemaatregelen, the Bill), under dossier number 36 898. The Bill repeals almost the entirety of the Dutch Sanctions Act of 1977 (Sanctiewet 1977, the 1977 Act), and replaces it with what its proponents consider to be a more up-to-date framework.

It introduces administrative enforcement of international sanctions alongside the existing criminal-law track, designates four sectoral supervisors with new enforcement powers, creates a central reporting point for sanctions, expands the grounds for interagency data exchange and equips the government with new powers in respect of Dutch-established undertakings affected by sanctions. The legislative process began with the Cabinet’s approval of the proposal on 11 July 2025 and continued through the advice of the Advisory Division of the Council of State (Afdeling advisering van de Raad van State, the “Council of State”) of 8 December 2025.¹

Current Status of the Bill

The Bill implements recommendations made in May 2022 by the National Coordinator for Sanctions Compliance and Enforcement (Nationaal Coördinator Sanctienaleving en Handhaving), Stef Blok, in response to the operational stress placed on the Dutch sanctions infrastructure by the EU’s response to the Russian invasion of Ukraine. The coordinator’s report identified the absence of any administrative- enforcement option, inadequate grounds for interagency data exchange and a fragmented system of reporting points. The report also flagged an inadequate management regime for long-term frozen assets. All four defects are addressed in the Bill, the procedural status of which is now settled enough to permit operator planning.²

Cabinet approval came on 11 July 2025, followed by the Council of State’s B-dictum advice on 8 December 2025. The Minister of Foreign Affairs, D.M. van Weel, signed the further report (nader rapport) on 12 February 2026, and the Bill was formally introduced into the Tweede Kamer on 19 February 2026. The Standing Committee on Foreign Affairs has set 15 April 2026 as the deadline for written questions, with entry into force expected in 2026 or 2027.³

The Bill is independent of EU sanctions-criminalisation legislation. The Minister of Justice and Security notified the European Commission on 15 April 2025 that Directive (EU) 2024/1226 of 24 April 2024 was already implemented through the 1977 Act in combination with the Economic Offences Act; the Netherlands was accordingly excluded from the Commission’s 24 July 2025 infringement proceedings against 18 member states. The Bill therefore modernises enforcement at the national level rather than discharging an EU transposition obligation.⁴

The Dual Enforcement System and Designated Authorities

The most consequential change is the creation of an administrative-enforcement track parallel to the existing criminal-law channel under the Economic Offences Act (Wet op de economische delicten, the WED). Under the 1977 Act, every breach of an international sanctions measure was channelled into prosecution as an economic offence regardless of gravity. The WED route remains in place under the Bill but is supplemented by the classical instruments of Dutch administrative law: orders subject to administrative enforcement (last onder bestuursdwang), orders subject to a periodic penalty (last onder dwangsom) and the administrative fine (bestuurlijke boete). Criminal proceedings remain the ultimum remedium, but the new framework would provide a faster, more proportionate response, available for more commonplace breaches.⁵

The Bill names four administrative authorities to operate the new track. The Customs Administration (Douane) will enforce sanctions standards on the import, export and transit of goods. The Investment Screening Bureau (Bureau Toetsing Investeringen) at the Ministry of Economic Affairs will enforce ownership and control standards over unlisted Dutch undertakings. The Financial Supervision Offce (Bureau Financieel Toezicht) will supervise the regulated legal-services and accountancy professions, including notaries, accountants and tax advisers. A dean designated under the Dutch Bar Act (Advocatenwet) will supervise the legal profession. Maximum administrative fines are capped at the maximum of the corresponding criminal fines, and coordination with the Public Prosecution Service (Openbaar Ministerie) is required to avoid duplication and ne bis in idem breaches.

Other Substantive Reforms and the Administrator Mechanism

Beyond the dual track, the Bill contains four further reforms. The first creates a Central Notification Centre Sanctions (Centraal Meldpunt Sancties) as a single front door for sanctions notifications, replacing today’s dispersed model in which obligations run to several authorities, including the Dutch Central Bank (De Nederlandsche Bank), the Netherlands Financial Markets Supervision Authority (Autoriteit Financiële Markten) and the Central Offce for Imports and Exports (Centrale Dienst Invoer en Uitvoer). The second establishes a statutory basis for the administrators of the Trade Register (Handelsregister), the Land Register (Kadaster) and other public registers to annotate registered entities and assets where there is a relationship with a sanctioned person. These two reforms address information flow; the third addresses governance concerns.

Due to major developments in the Netherlands involving governance concerns and the conflict between the US and China’s global economic interests, the third reform has been the most controversial. The Bill empowers the Minister of Economic Affairs to appoint, on their own initiative, an undisclosed administrator (stille bewindvoerder) at a Dutch-established company where a sanctions measure jeopardises the financial stability or continuity of the company, and may produce serious adverse societal, economic or employment effects. The Council of State has criticised this regime as overreach, because it sidelines the current process for such interventions stipulated in the Goods Availability Act of 1952 (Wet beschikbaarheid goederen), which showed itself capable of intervening during the recent Nexperia proceedings.⁶

The fourth reform extends sanctions supervision for the first time to legal practitioners and the accountancy professions, with statutory secrecy obligations capable of being pierced where necessary for sanctions compliance.

Practical Consequences for Operators

For operators trading goods through the Netherlands, the migration of low- and mid-severity cases from the slow criminal channel to a faster administrative one will sharpen the importance of incident-response readiness, and the existing voluntary self-disclosure channel at the Customs Administration becomes commensurately more valuable. Financial institutions and trust offices will continue under existing supervision by the Dutch Central Bank and the Netherlands Financial Markets Supervision Authority pending the Bill’s expected second tranche.

Operators using Dutch corporate vehicles, particularly those with a sanctioned parent or sanctioned ultimate beneficial owner, should treat the undisclosed administrator regime as a live group-structure issue. Notaries, tax advisers and accountants fall directly within sanctions supervision for the first time, with the Investment Screening Bureau and the dean acquiring administrative-enforcement instruments; self-reporting decisions for these groups will need to be reevaluated against the Public Prosecution Service’s 2024 guidance on self-reporting and cooperation.⁷

Outlook

Two near-term events will set the trajectory of the regime: the close of the written consultation o 15 April 2026, when the government’s response will indicate whether the Council of State’s recommendations on the undisclosed administrator regime make their way into the amendments; and the Bill’s expected second tranche, addressing the financial sector after the EU Anti-money Laundering Regulation takes effect on 10 July 2027, the written consultation of which was launched on 15 April 2026, and which will run until 27 May 2026.⁸

How We Can Help

Our international trade and sanctions team can advise businesses with European exposure on the matters reshaped by the Bill. Our team assesses your specific exposure to the dual enforcement track, maps the four newly designated supervisors against your existing compliance perimeters and reviews your internal compliance programs. We also assist with self-reporting analysis, beneficial-ownership diligence and contingency planning.

^{1 Tweede Kamer der Staten-Generaal,}^{Wet internationale sanctiemaatregelen ‘Wetsvoorstel’,}^{dossier 36 898, kamerstukken 36 898 nrs. 1–4 (17 February 2026), arts. 1, 2, 8.}

^{2 Stef Blok,}^{Rapport van de Nationaal Coördinator Sanctienaleving en Handhaving}^{, Ministerie van Buitenlandse Zaken (12 May 2022), recommendations 1–11, at 5–7.}

^{3 Rijksoverheid,}^{Kabinet komt met wetsvoorstel voor toekomstbestendige sanctiemaatregelen}^{(11 July 2025).}

^{4 Mededeling van de Minister van Justitie en Veiligheid van 15 april 2025, Staatscourant 2025, 12900 (28 April 2025), with appended transposition table; Directive (EU) 2024/1226 of 24 April 2024, Offcial Journal of the European Union L 2024/1226 (29 April 2024).}

^{5 Memorie van Toelichting, kamerstuk 36 898 nr. 3,}^{Voorstel van wet houdende regels over de uitvoering van internationale sanctiemaatregelen}^{(12 February 2026), ‘Algemeen deel’, §§3.1–3.3.}

^{6 Afdeling advisering van de Raad van State,}^{Advies inzake het voorstel van wet houdende regels over de uitvoering van internationale sanctiemaatregelen}^{, W02.25.00209/II (8 December 2025), point 3 (a–d); Government of the Netherlands,}^{Minister of Economic Affairs invokes Goods Availability Act}^{(12 October 2025).}

^{7 Openbaar Ministerie,}^{Aanwijzing zelfmelden, medewerking en zelfonderzoek (2024A007)}^{, in force 1 January 2025, §§3–4.}

^{8 Tweede Kamer der Staten-Generaal, supra n. 1, schriftelijk overleg activity entry of 15 April 2026.}

Employment Rights Act 2025 Round-up: Trade Unions, TUPE and Transition to the Fair Work Agency

Fri, 17 Apr 2026 15:01:14 +00:00

In our Employment Rights Act (ERA) 2025 April round-up, we provide details on the following recent developments.

New Statutory Right for Trade Unions to Access Workplaces

Earlier this month the government issued a response to its consultation on the new statutory right for trade unions to access workplaces, which is due to come into force in October 2026. The response provides the government’s final policy position on matters such as how trade unions should request access, how employers should respond, the factors the Central Arbitration Committee (CAC) should consider when determining whether access should be granted and how enforcement mechanisms, including penalty fines, should operate in cases of noncompliance.

The government also issued a draft code of practice for consultation. The code will be the main source of practical

guidance for employers and trade unions on the new statutory access framework, and includes greater detail on how requests should be made and how access agreements should be negotiated and implemented across different workplaces. This consultation is open until 20 May.

In the meantime, we are waiting for the government to issue the draft regulations that will include further specifics on how some of the new access arrangements will work.

The government believes this new right will make a big difference – we will of course have to wait and see. Trade unions do not currently have any general rights of access to the workplace, and so this certainly represents a significant change for employers, especially those that do not currently have a trade union presence and are not used to dealing with trade unions. Indeed, such employers are the ones most likely to be targeted by trade unions when it comes to exercising this new right, potentially with an eye to the longer-term goal of gaining recognition for collective bargaining purposes.

To support employers in preparing for this change, we have produced some FAQs, which set out the typical questions they may have about this new right, and our outline answers.

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE)

As if it doesn’t have enough on its plate implementing its ERA 2025 changes, the government has this month also issued a call for evidence on possible changes to TUPE. You might think that it should have better things to do at present, and it shows. As documents go, this one is more than a bit flimsy. The government says it is keen to hear about experiences under the current TUPE framework, and it will then consider how they might be improved. Responses to the call for evidence will be used to develop policy proposals, which will then be the subject of a further consultation on any potential changes to the regulations. The closing date for responses is 1 July 2026. Don’t hold your breath for the subsequent consultation, let alone actual legislative change.

This is not the first time a government has contemplated changes to TUPE, since they were last heavily amended back in 2014. The most recent exercise was in 2024, when the conservative government proposed some “clarifications” to address some tricky issues that had been created for employers by case law, in particular the application of TUPE to workers and the “splitting” of employment contracts between multiple transferees. These proposals were never actioned, and it remains to be seen whether they will be picked up again as part of this latest exercise. The latter issue arose from the ECJ’s decision in ISS Facility Services NV v Govaerts in 2020 plus the Scottish EAT’s ruling in McTear v Bennett. While the two in combination certainly contained the seeds of chaos within them, most UK employers have since taken the pragmatic course of ignoring both cases, meaning that the practical point of an amendment now may be limited.

Transition – From the Gangmasters and Labour Abuse Authority and the Employment Agency Standards Inspectorate to the Fair Work Agency (FWA)

The FWA was officially established on 7 April 2026 and took over the existing enforcement functions of the Gangmasters and Labour Abuse Authority in relation to gangmasters licensing and serious labour abuse, and of the Employment Agency Standards Inspectorate in relation to agency workers. During 2026/2027, National Minimum Wage (NMW) enforcement will continue to be delivered by HM Revenue and Customs (HMRC) under a contracting arrangement with the FWA, with the full transfer of NMW functions to the FWA now taking place in April 2027.

The government has published its expectations for the FWA for its transitional year of operation (2026/2027). According to this, the FWA will also commence holiday pay enforcement in 2027. No mention was made at this time of when its enforcement powers in relation to Statutory Sick Pay will be introduced.

The extent of real threat the FWA poses to non-compliant businesses remains to be seen. On the one hand the government’s document confirms that the FWA has been given greater funding to support it in its enforcement activities, but on the other, concerns have already been expressed by some trade unions that it risks becoming “a dead duck” after Matthew Taylor, its new chair, said that its priorities in its first year of operation included “thought leadership” and “reducing regulatory burdens”.

Obviously, compliant employers would notionally have nothing to fear from the FWA, but in our experience even reputable “good” employers can find themselves accidentally non-compliant due to the complex, vague and/or technical nature of some employment legislation. Furthermore, companies could still face the financial and administrative burden of having to defend complaints raised with or by the FWA, even if they are wholly without merit.

To avoid steep penalties, employers should ensure in particular that they are calculating holiday pay and NMW entitlements correctly and look again at whether the individuals they are treating as fully self-employed are actually workers and so entitled to such payments after all.

Similarly, carrying out such a review in advance of a corporate disposal may be prudent to ensure that any irregularities are identified and rectified (where possible) in advance of the formal due diligence process.

Need help? Based on our extensive experience of undertaking compliance audits for clients, including in relation to HMRC investigations, we can provide valuable insight on key areas of risk for employers in this area, including practical advice on how to mitigate any such risks and handle such investigations. Sign up for our webinar on 8 July 2026, when we will discuss in more detail the FWA’s new powers, the implications for employers and the steps employers should be taking now to ensure they do not appear on the FWA’s radar.

Misuse of Non-disclosure Agreements: New Consultation

The government is clearly on a roll this month and at the time of writing it has just issued a consultation seeking views on its proposals to prevent the misuse of non-disclosure agreements (NDAs) in cases of workplace harassment and discrimination.

Under the ERA 2025 any provisions in an agreement, such as a settlement agreement, which seek to prevent a worker from making an allegation or disclosing information relating to “relevant harassment or discrimination”, or the employer’s response to such harassment or discrimination, will be void.

There will, however, be a carve out for provisions in an “excepted agreement” and this latest consultation seeks views on the regulations that will be introduced setting out which NDAs will still be valid – from the conditions which an NDA must meet (of which there are many!) to the list of individuals that workers who have signed the NDA will still be able to speak to. The consultation also invites views on whether these new protections should be expanded to cover a broader group of individuals in the future, e.g. agency workers and the self-employed.

The consultation closes on 8 July, and the government has indicated that these changes will come into force in 2027.

If you would like to discuss the implications of the ERA 2025 for your business, please speak to your usual contact at the firm or one of the partners listed.

IRS Opens its Online Business Tax Accounts to Tax-exempt Organizations; Organizations Should Consider Establishing Accounts

Thu, 16 Apr 2026 15:57:18 +00:00

In early April, the Internal Revenue Service (IRS) expanded access to its online business tax account (BTA) portal to include tax-exempt organizations.

You can access the IRS’s news release here: Business Tax Account. We encourage our tax-exempt organization clients to consider establishing a BTA and granting access to appropriate organization officers. Use of the BTA may simplify dealings with the IRS and allow you to avoid mailings to the IRS, as well as long waits on phone lines.

The BTA is a secure, centralized platform that allows eligible users to manage their federal tax responsibilities online. It has been available in the past to certain business entities.

The IRS requires a designated official (DO) to register on behalf of the organization. The IRS website says that the following are eligible DOs of a tax-exempt organization:

• An officer of the organization (president, vice president, treasurer, secretary, Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Operating Officer (COO))

• A board chairperson

• A trustee of a trust

The DO can authorize other designated users to access certain functions within the BTA platform for additional ease and convenience. Organizations should evaluate internally who should have access and how the platform fits into existing controls and procedures.

Once your organization has BTA access, you can, among other things:

• See the business name and address and other information on file with the IRS

• View tax balances, make payments and see payment history

• View eligible transcripts, such as payroll and income

• Request a tax compliance check

• Download select digital notices

The IRS may add new features to the BTA in the future. Those features may save your organization steps in dealing with the IRS and allow for quicker access to information than can be obtained by phone.

For additional information about BTAs, please visit the IRS’ official website. Remember to keep your log-in information secure, but available to more than one officer or director

Iran War: Implications for Business

Thu, 16 Apr 2026 13:09:58 +00:00

Profound uncertainty characterizes next moves in the Iran war as business impacts metastasize across industries. After the failure of initial negotiations in Pakistan, the US shifted to an economic coercion strategy, blockading Iranian trade or toll-paying ships from transiting the Strait of Hormuz.

This strategy may take weeks to play out before lack of storage forces Iran to curtail oil production, its main source of export revenue. Both Iran and the US/Israel believe they have the upper hand, while appearing (as of this writing) inclined to engage in further negotiations, which are unlikely to succeed in the short term. The current military standoff risks an incident triggering renewed fighting, which could potentially expand to impact transit through the Suez Canal or US-China relations. Many countries are taking extraordinary steps to mitigate domestic energy price increases or shortages, while others are stepping up efforts to mediate or plan ways to stabilize shipping through the strait after a more durable ceasefire or negotiated agreement.

Squire Patton Boggs developed the scenarios below, which are followed by a sectoral analysis updated from last week’s publication. We partnered with VICO, an AI model that forecasts political, geopolitical and economic events, to assign percentage probabilities to each scenario.

Status quo for the next two weeks: 38% – The Strait of Hormuz remains essentially closed by Iranian threats and the US blockade on Iranian shipping. Negotiations may resume but without a deal that reopens the strait. The ceasefire is shaky, but there is no significant additional damage to energy and other Gulf infrastructure. Shipping insurers will not offer affordable rates until a clear US-Iran agreement reestablishes safe shipping conditions.
War resumes within two weeks: 55% – Iran attacks Gulf energy and civilian targets within two weeks, removing more oil and gas supply from global markets for months or years required for repairs.
– The authors believe this probability is overstated and should be 35%.
Red Sea closes within two weeks: 50% – War escalates to include Houthis or Iranians attacking shipping in the Red Sea, effectively closing the Suez Canal, as threatened by Iran. This would also impede Saudi Arabia’s pipeline exports of 7 million barrels per day (bpd).
– The authors believe, despite Iranian threats, this probability is also a little high and should be 40%.
Strait reopens within two weeks: 7% – The US and Iran agree to reopen the Strait of Hormuz with a level of certainty that reassures insurers, while other issues (Iran’s nuclear, proxy and missile capabilities, as well as sanctions relief) are addressed in longer-term negotiations.
US-China confrontation over Iran within two weeks: 35% – President Trump and President Xi appear committed to stability in the relationship ahead of their planned summit on May 14-15. However, a sharp downturn in US-China relations could be triggered by US blocking Iranian oil bound for China, confirmation of reporting that China has assisted Iran’s military with air defense or satellite-based targeting, or secondary sanctions enforcement against financial institutions that continue to support Iran’s activities, per a warning on April 14 by the US Department of the Treasury. Such sanctions could affect companies using impacted Chinese financial institutions.

Sector Analysis

The IMF characterized disruptions to supply chains from the Iran war as a “shock that is large, global, and asymmetrical” and lowered its global growth forecast for 2026 to 3.1%, from 3.3% in January. Impacts continue to ripple through multiple industries.

Shipping and Logistics

Emergency rerouting of shipping has become the new operating reality. Shipment diversions, which were below 2,000 per week pre-conflict, have now jumped to 9,000 per week in early March, with a peak of 9,655 in late March.

Despite the two-week ceasefire, many shippers and other industry stakeholders say that they are not ready to risk crew safety, or the investments of their vessels and cargo in current conditions in the strait. Insurance premiums are very high, reflecting not just hull and cargo value, but also the possibility of ecological disaster in the Gulf. Most owners and insurers will remain risk averse until there is a fully documented agreement between the US and Iran that removes the risk to shipping. The US blockade against Iranian ports has likely worsened conditions for shipping by increasing legal ambiguity and uncertainty for insurers.

Oil and Energy

The US blockade of Iranian oil exports took an additional 1.7 million bpd off international markets, mostly bound for China. Saudi Arabia announced on April 12 it restored 700,000 bpd cut by wartime damage to its East-West pipeline, which is now operating at full export capacity of 7 million bpd. Assessments emerged of significant damage to energy infrastructure in the region, including pipelines, refineries and export terminals. Some of the world’s largest oil refineries, essential for turning the region’s crude into fuels, have suffered numerous hits, with an estimated 2.4 million bpd of capacity offline.

Saudi Arabia confirmed a series of attacks on four refining facilities reduced oil production capacity by 600,000 bpd, 5% of the country’s total 12 million bpd capacity.
Qatar lost nearly one-fifth of its output, expected to take years to restore.
Strikes on the UAE’s Ruwais refinery, Habshan gas processing plant, the largest in the UAE, and two gas fields, led to production suspensions. The port of Fujairah remained open, but strikes on storage facilities halted operations multiple times.
Closure of the strait and attacks on infrastructure have forced Iraq to reduce more than three-quarters of its oil production, shutting down the Rumaila oilfield.
Multiple strikes on two major Kuwaiti oil refineries, Mina Al Ahmadi and Mina Abdullah, caused serious damage, leading to predicted shortages of jet fuel in Asia and Europe.
Bahrain was forced to declare force majeure after Sitra refinery was struck, with repairs expected to take several months.
Oman experienced fewer attacks than its neighbors, but air strikes disrupted operations at the port of Salalah, causing Maersk to suspend operations.
Iran sustained strikes on three fuel depots in Tehran and one in Karaj, while attacks on the South Pars gas field forced the removal of several units from production.

US crude exports are projected to hit a record high in April as customers, mainly in Asia, look for replacement supplies. Oil research group Kpler estimates US exports will jump from 3.9 million bpd in March to 5.2 million bpd this month, with demand from Asia rising by 82% to 2.5 million bpd. The export surge reaffirms the growing US role as a global swing supplier.

Aerospace and AirTravel

This war has caused jet fuel prices to more than double, far outpacing the rise in crude oil costs, and now representing about 27% of aircraft operating expenses. Airlines are responding with aggressive cost-cutting and revenue-generating measures, including suspending share buybacks to preserve cash, hiking airfares, introducing fuel surcharges, trimming less profitable routes and, in some cases, furloughing cabin crew and grounding older, fuel-inefficient aircraft. Some commentators expect industry consolidation, including potential mergers. Some airlines, industry groups and airport authorities are warning of shortages expected within weeks. European airlines are urging the EU to take emergency steps, such as bloc-level kerosene purchasing, scrapping certain aviation taxes and temporarily suspending the carbon market for aviation.

Plastics and Synthetics

Petrochemical facilities within the region, such as Dow’s Sadara joint venture, have suspended operations due to inventory storage filling up with no way to ship it out. The supply disruptions have led to a 50% increase in polyethylene prices in Asia. Producers in North America are ramping up production to fill the void. The US is particularly well positioned to benefit from this shift, with Port Houston reporting a 12% increase in container exports.

These supply chains are slow to react, and experts warn that even an immediate cessation of hostilities would not allow a return to normal for the remainder of the year. The recovery will be hindered by a massive dislocation of shipping containers and a prioritization of fertilizers and oil over petrochemicals when Gulf shipping lanes reopen. Ultimately, these supply chain issues are expected to take quarters rather than months to resolve.

Agriculture

Fertilizer prices continue to rise as farmers across the globe make spring planting decisions. Chemical inputs for fertilizers have become more scarce and expensive. Urea prices, for example, have jumped from US$400-US$450 per metric ton to US$700. In Europe, fertilizer inputs like nitrates and ammonia have increased around 15%-20% and 12%, respectively. The situation in Africa could become particularly acute.

Mining and Heavy Industry

Aluminum is currently the metal most affected by the conflict due to its extreme sensitivity to energy availability and logistics. Middle Eastern producers’ smelting plants, about 9% of global production, have faced direct Iranian strikes in UAE and Bahrain, forcing shutdowns and declarations of force majeure on roughly 3 million tons of annual capacity, with expected restart timelines ranging from six to 12 months. Because the aluminum market had historically low inventories when the war began, these supply losses have triggered sharp price increases and global supply tightness.

The impact on other bulk commodities like iron ore is felt more through cost inflation than supply loss. Iron ore mining is diesel-intensive, meaning sustained oil price increases and rising insurance premiums for shipping have significantly compressed profit margins for producers. Conversely, copper markets have absorbed higher energy costs and tighter availability of sulfur, which is a key input for refining, due to elevated global inventories and continued production growth in China. Secondary effects are also affecting nickel, lead and zinc through the sulfur market. Sulfur, a byproduct of oil and gas refining, is essential for producing the sulfuric acid used in processing several base metals. Notably, the global battery metal supply chain is affected because Indonesia, the world’s largest nickel producer, relies on the Middle East for about 75% of its sulfur needs.

Excused but Not Absolved: Reconciling Force Majeure Relief With the Ongoing Duty To Mitigate

Thu, 16 Apr 2026 09:33:38 +00:00

Over the last six weeks, there have been an increasing number of declarations of force majeure in the global LNG market reported, both under (i) single source/single train SPAs with Middle Eastern sellers, such as QatarEnergy, following missile attacks at the Ras Laffan facilities; (ii) portfolio agreements from portfolio LNG sellers with offtake capacity or supply arrangements in the Middle East; and (iii) short-term or trading transactions.

In our previous articles, we highlighted the importance of carefully scrutinising the contents of a force majeure notice to ascertain its validity and compliance with the relevant agreement and verifiable facts. In this article, we delve deeper into the two questions provoking much debate in the market right now:

What is the scope and extent of the duty to mitigate?
What are legal and commercial options for traders in managing the supply shortfalls on the trading desk?

China’s New Countermeasures Regulation: Identification, Blocking and the Malicious Entity List

Wed, 15 Apr 2026 16:40:23 +00:00

On 13 April 2026, the State Council of the People’s Republic of China (the State Council) promulgated the Regulations of the People’s Republic of China on Countering Improper Extraterritorial Jurisdiction by Foreign States (中华人民共和国反外国不当域外管辖条例, the Regulations), signed by Premier Li Qiang and effective on publication.¹ The instrument consists of 20 articles and draws its legal authority from the National Security Law of 2015, the Foreign Relations Law of 2023 and the Anti-foreign Sanctions Law of 2021. Official commentary frames the Regulations as defensive in purpose, presenting foreign extraterritorial measures as a form of interference in China’s internal affairs to which a law-based response is warranted.² Their practical effect is to consolidate into a single State Council instrument the identification, blocking and counter-sanctioning tools that Beijing has accumulated since 2020, and to add new ones.

The Instrument

The Regulations are a State Council administrative regulation, a category of normative instrument subordinate to statutes enacted by the National People’s Congress and its Standing Committee, but superior to departmental rules. The earlier Chinese blocking instrument, the Rules on Counteracting Unjustified Extraterritorial Application of Foreign Legislation and Other Measures of 2021 (阻断外国法律与措施不当域外适用办法, the 2021 Blocking Rules), was a departmental rule issued by the Ministry of Commerce of the People’s Republic of China (MOFCOM).³ The Regulations elevate that material into a higher rank and reassign lead identification authority to the State Council rule-of-law department, that is, the Ministry of Justice of the People’s Republic of China (the MOJ).⁴ MOFCOM retains its existing portfolios, notably the Unreliable Entity List (不可靠实体清单) regime and export- control implementation, which now sit alongside rather than under the new MOJ-led identification pipeline. Although trade ministries remain central to designations and to enforcement, the shift signals that Beijing conceives of the countermeasures architecture as foreign-related rule-of-law infrastructure rather than as trade policy, and it is likely to produce a more legalistic identification process with greater documentary output.

The Political and Geopolitical Backdrop

The Regulations arrive at the end of a 12-month cycle in which Beijing constructed, deployed and selectively paused a reciprocal counter-toolbox against US and EU extraterritorial measures. The most consequential US step in that cycle was the Affiliates Rule (Expansion of End-User Controls to Cover Affiliates of Certain Listed Entities, the BIS Affiliates Rule) issued by the Bureau of Industry and Security of the US Department of Commerce on 29 September 2025, which extended Entity List and Military End-User List licensing requirements to any entity owned 50% or more, directly or indirectly, by a listed party.⁵ China responded in October 2025 with an expansion of its own export-control regime, notably a rare-earth licensing framework that for the first time reached re-exports and foreign-made items containing controlled Chinese-origin content, or manufactured using controlled Chinese technologies. Both sides then paused: President Donald Trump and President Xi Jinping agreed at a meeting in Busan, South Korea, on 30 October 2025 to extend the bilateral truce for one year, and the BIS Affiliates Rule was suspended for a phase running to 9 November 2026.⁶ Against that backdrop, the Regulations are best understood as legal infrastructure built during a negotiated pause. Official commentary presents them as defensive, and the triggering standard under Article 6 retains substantial discretion for the interagency mechanism, which allows Beijing to hold identifications and designations in reserve without breaking the current diplomatic posture. That combination of institution-building alongside deliberate restraint is consistent with the strategic direction reaffirmed at the Fourth Plenum of the 20th Central Committee of the Communist Party of China, held in Beijing from 20 to 23 October 2025, which adopted the recommendations for the 15th Five-Year Plan and placed particular emphasis on scientific and technological self-reliance, as well as on national and economic security.⁷

The EU backdrop is secondary, but increasingly salient. The EU Blocking Statute of 1996, amended in 2018 in response to the reimposition of US secondary sanctions on Iran, and the Anti-coercion Instrument that entered into force on 27 December 2023, form part of what Beijing increasingly frames as a single Western pressure environment rather than two distinct regulatory poles.⁸ Although the primary target of the Regulations remains US extraterritorial measures, Article 3 is facially neutral across foreign states, which leaves EU sanctions packages, foreign-subsidies controls and member state disclosure orders within the foreseeable scope of Article 6 identification. European operators that already reconcile EU and US compliance obligations may now face a third jurisdictional vector that pulls in the opposite direction.

Identification, Prohibition Orders and the Malicious Entity List

Identification of a foreign measure is the precondition for every other instrument under the Regulations. Under Article 6, the MOJ, working through an interagency mechanism, assesses whether a foreign measure constitutes improper extraterritorial jurisdiction by reference to its conformity with international law, the adequacy of the connection between the foreign state and the regulated conduct, as well as the harm to Chinese interests or rights. The test is open-textured, and a residual reference to “other factors” preserves substantial administrative discretion for the MOJ and the interagency mechanism.

Once an identified measure has been publicly announced, three principal enforcement instruments become available. Article 7 authorises state-level countermeasures across policy fields that include diplomatic and consular measures, trade and investment restrictions and entry-and-exit controls. Article 13 authorises the MOJ to issue a prohibition order (禁执令, a Prohibition Order) directing a specified organisation or individual not to comply with the foreign measure, breach of which carries the Article 17 penalties, which extend across public procurement and bidding, trade in goods and technology and international services trade. Article 8 authorises relevant State Council departments to place on the Malicious Entity List foreign organisations and individuals that promote or participate in the implementation of an identified measure, with consequences ranging across visa and entry measures, asset freezes and transaction and investment bans. Article 8 separately permits the extension of those measures to organisations that are controlled by, or whose formation or operation involves, persons already on the list.⁹

The Regulations also set out procedural safety valves on each side of a designation. Article 9 permits a designee to apply to the designating State Council department for suspension, modification or cancellation of countermeasures on the basis of corrective action, and Article 11 permits a counterparty facing commercial necessity to apply for case-by-case authorisation to engage in otherwise prohibited dealings with a listed person.

Article 16 assigns industry associations and chambers of commerce a coordinating role in rights protection and dispute resolution, which may become a practical channel for industry-level representations to the interagency mechanism.

Pursuant to Article 14, Chinese citizens and organisations whose rights have been infringed by a party’s compliance with an improper foreign measure may sue in Chinese courts for cessation of infringement and for damages. Article 14 reaches the act of compliance, not the location of the complying party, with the consequence that a foreign entity with no operations in China may still face suit where its compliance with a foreign sanctions designation has injured a Chinese counterparty. The private right of action is likely to prove the most commercially consequential feature of the Regulations for foreign counterparties operating in China or doing business with China.¹⁰

The Jurisdictional Claim

Article 4 of the Regulations asserts a Chinese right to exercise extraterritorial jurisdiction over conduct with an “appropriate connection” to China, whether derived from treaty, from domestic law or from the principle of reciprocity. Although earlier Chinese instruments gestured toward this posture, the articulation in a State Council regulation is the clearest statement to date that Beijing intends to construct a symmetric long-arm capacity, not merely a defensive shield against foreign assertions.

The second structurally significant feature is the elevation of data-flow restrictions from the data-protection corpus into the sanctions toolkit. Article 8(4) permits a designated person to be cut off from the provision of data or personal information by any Chinese organisation, and Article 17 permits restrictions on cross-border data flows as a penalty for non-compliance with countermeasures or with a Prohibition Order. The data-layer consequences supplement, and in some cases duplicate, the existing Personal Information Protection Law and Data Security Law pathways and they are likely to have a more direct operational bite on technology, cloud and industrial operators than traditional visa or asset measures.¹¹

Implications for Operators

The immediate consequence for operators is a sharper conflict-of-laws exposure. Where a foreign measure has been identified under Article 6, conduct that gives effect to it becomes potentially actionable through Article 17’s administrative penalties, through an Article 14 damages claim or through a Malicious Entity List designation against a foreign parent or affiliate. The calibration pressure this creates is most acute for financial institutions, maritime and logistics operators and technology and data handlers, whose existing compliance programs treat US and EU measures as the controlling reference point.

Operators with China-nexus counterparties should review sanctions, termination and force majeure provisions to reduce the risk that a contractual exit invoked on foreign-sanctions grounds will not be later characterised as assistance to an identified measure. Dispute-resolution choices merit parallel review, because Chinese courts hearing an Article 14 claim will apply Chinese public-policy doctrine, which is likely to be shaped by the Regulations.

A precautionary or over-broad reading of a foreign sanctions designation is the precise conduct that an Article 14 plaintiff may characterise as participation in implementation, and the legal analysis supporting any refusal to perform should be tightly reasoned and contemporaneously documented. Where the foreign regime offers an exemption pathway, including a specific license from the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) for an otherwise prohibited payment, an application is worth making even where rejection is the more probable outcome; the application is itself evidence of an attempt to perform and may be deployed defensively in a subsequent Chinese proceeding.

The Regulations empower restrictions on the entry, stay and cross-border movement of natural persons, which brings compliance officers and senior commercial executives who sign off on terminations within the foreseeable range of the instrument, particularly where a Malicious Entity List designation is being contemplated.

Outlook

The most informative near-term indicator will be the first Article 6 public identification, which will fix the concrete perimeter of the regime and reveal the discretion the interagency mechanism intends to retain. A second indicator is the fate of the BIS Affiliates Rule, the suspension of which runs through 9 November 2026; its reinstatement would supply an obvious candidate for identification.¹² A third indicator is the relationship of the Regulations to the State Council Provisions on the Security of Industrial and Supply Chains (供应链产业链安全管理条例, the Supply Chain Provisions), which entered into force on 31 March 2026, and cover overlapping factual ground.

How We Can Help

Our international trade and sanctions team helps multinationals, banks and logistics firms navigate the messy overlap of Chinese countermeasures, US/EU sanctions and export controls. We do not just spot where your global obligations might clash; we are in the trenches with you, drafting force majeure clauses for China contracts, auditing compliance programs and building strategies for exemptions. Whether you are preparing for “Malicious Entity List” issues or need to know what a new enforcement action means for your business, we are here to help.

^{1 “受权发布｜中华人民共和国反外国不当域外管辖条例,” Xinhua News Agency (via China News Service), 13 April 2026, arts. 1, 20; vid. “}^{China issues rules on countermeasures against foreign states’ unlawful extraterritorial jurisdiction}^{,” State Council of the People’s Republic of China, 13 April 2026.}

^{2 “China issues rules on countermeasures against foreign states’ unlawful extraterritorial jurisdiction,” supra n. 1.}

^{3 “}^{Measures to Block the Improper Extraterritorial Application of Foreign Laws and Measures}^{,” Ministry of Commerce of the People’s Republic of China, Order No. 1 of 2021, 9 January 2021, arts. 4–7.}

^{4 Regulations on Countering Improper Extraterritorial Jurisdiction, supra n. 1, arts. 5–6; nb. art. 6 designates the “State Council rule-of-law department” as the lead identification authority, which in current interagency practice is the Ministry of Justice of the People’s Republic of China.}

^{5 “}^{Department of Commerce Expands Entity List to Cover Affliates of Listed Entities}^{,” Bureau of Industry and Security, U.S. Department of Commerce, 29 September 2025.}

^{6 “}^{Full text: MOFCOM on China’s recent export controls, other trade policies}^{,” CGTN (via Xinhua News Agency), 12 October 2025; vid. “T}^{rump-Xi meeting in Busan: Key takeaways from the summit}^{,” Al Jazeera, 30 October 2025.}

^{7 “}^{CPC plenum concludes, adopting recommendations for China’s 15th Five-Year Plan}^{,” State Council of the People’s Republic of China (via Xinhua News Agency), 23 October 2025.}

^{8 “}^{Regulation (EU) 2023/2675 of the European Parliament and of the Council of 22 November 2023 on the protection of the Union and its Member States from economic coercion by third countries}^{,” Offcial Journal of the European Union, L series, 7 December 2023; cf. Council 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, as amended by Commission Delegated Regulation (EU) 2018/1100 of 6 June 2018.}

^{9 Regulations on Countering Improper Extraterritorial Jurisdiction, supra n. 1, arts. 6, 7, 8, 13, 17.}

^{10 Ibid., arts. 9, 11, 14, 16.}

^{11 Ibid., arts. 4, 8(4), 17.}

^{12 BIS Affliates Rule, supra n. 4.}

China’s New Supply Chain Security Regime — State Council Order No. 834 and Its Implications

Wed, 15 Apr 2026 11:34:19 +00:00

On 31 March 2026, the Premier of China, Li Qiang, signed State Council Order No. 834, promulgating the Provisions of the State Council on the Security of Industrial Chains and Supply Chains (供应链产业链安全管理条例, the Provisions).

Adopted on 13 March 2026 and effective upon publication, the Provisions constitute the first dedicated administrative regulation in China on industrial and supply chain security. ¹ In only eighteen articles, the instrument establishes new investigation procedures, vests broad countermeasure authority over foreign states and private actors alike, restricts supply chain-related information gathering in China, and imposes compliance obligations on every organisation and individual within Chinese territory. For operators from the US, the EU, the UK, Japan, South Korea and elsewhere, the Provisions introduce a new and consequential layer of legal risk.

The Provisions were publicly announced on 7 April 2026 in a question-and-answer session conducted by the Ministry of Justice (MOJ). A senior MOJ offcial explained that no single earlier instrument had offered a unified framework for risk prevention, emergency response and countermeasures; the Provisions fill that gap, consolidating authorities drawn, inter alia, from the National Security Law, the Foreign Relations Law and the Foreign Trade Law.^2-

Geopolitical Context and Timing

The Provisions arrive at a moment of acute supply chain stress: US-China tariff escalation, semiconductor and advanced-manufacturing export controls coordinated among the US, Japan, the Netherlands and South Korea, and Chinese retaliatory measures on critical minerals and rare earths. The Provisions are best understood not as a reactive measure but as the culmination of a legislative trajectory pursued systematically since at least 2020, accelerating after entity-list designations, semiconductor controls and the secondary sanctions experience of the Russia-Ukraine conflict.³

The October 2025 sequence merits particular attention. The Ministry of Transport opened an investigation into the impact of US Section 301 maritime measures on China’s shipping, shipbuilding and related supply chain security, and imposed special port fees on US-linked vessels on a staged schedule running through 2028.

Structure and Core Provisions

The Provisions combine preparatory and coercive functions. Institutional responsibility is distributed across roughly fifteen central government departments (e.g. industrial, security, cyberspace, customs and financial-regulatory), with provincial governments participating under national coordination. State Council departments must develop a dynamically adjusted “key sectors” list, establish information-sharing and risk monitoring systems, organise strategic reserves, and prepare emergency-response plans authorising requisition, mandated production and directed transportation in the event of supply chain disruption. Article 13 separately restricts supply chain related information gathering within Chinese territory; Article 9 authorises enterprises, industry associations and chambers of commerce to report situations affecting supply chain security, creating a bottom-up enforcement channel alongside top-down state monitoring.⁴

Articles 14 and 15 set out the countermeasures architecture. Article 14 reaches foreign states, regions and international organisations that adopt “discriminatory prohibitions, restrictions, or similar measures” against China in the supply chain domain; available measures include, inter alia, import and export prohibitions on goods, technology and international services trade, together with special levies. Article 15 extends the same logic to foreign organisations and individuals that violate “normal market-transaction principles” or adopt discriminatory measures causing or threatening “substantial harm” to China’s supply-chain security. Available remedies include prohibitions on the target’s imports, exports, investment in China and transactions with Chinese entities; bars on entry of personnel and vehicles; and the revocation of work or residence permits, with the measures extending to entities effectively controlled by, or established with, the target.

Article 16 then completes the framework: all organisations and individuals within China “shall execute” those countermeasures, with noncompliance attracting exclusion from government procurement, restrictions on import, export and international services trade, and restrictions on the cross-border transfer of data and personal information.

Implications for Operators

European operators face particular exposure, even though the Provisions are jurisdiction-neutral on their face. The European Commission’s (EC) alignment with US semiconductor export controls (e.g. the Dutch and Japanese restrictions on advanced lithography and chipmaking equipment) has been characterised by Chinese official media as participation in supply-chain coercion, even as the EU itself builds derisking instruments such as the Anti-Coercion Instrument, in force since December 2023. Any EU-origin company that restricts, downgrades or terminates supply relationships with Chinese counterparts in compliance with EU or multilateral export controls could face investigation and the full range of countermeasures under Article 15.⁵

The result is a structural compliance conflict. A European manufacturer in China may simultaneously face an EU obligation to restrict certain exports and a Chinese obligation, under Article 16, to execute the countermeasures adopted in response, with full compliance with one jurisdiction’s rules potentially constituting a violation of the other. Article 15’s reach extends beyond overt sanctions compliance to ordinary commercial decisions (i.e. terminating supply, withdrawing from China-linked supply chains, or altering sourcing under home-jurisdiction pressure), each of which may be characterised as discriminatory or as causing substantial harm to China’s supply-chain security. Article 13’s information gathering restrictions, moreover, create legal risk for routine compliance; environmental, social and governance (ESG); and human-rights due diligence conducted within China.

For foreign groups with operations in China, Article 16 may be the single most consequential provision: its penalties reach not only the enterprise (e.g. exclusion from procurement, trade restrictions and cross-border data controls) but also individuals, through restrictions on entry, exit, stay and residence. Expatriate managers and local personnel may face personal consequences where a China-based subsidiary has failed to execute a countermeasure that its home-jurisdiction law forbids. Banks, insurers, trade-finance providers and payment intermediaries face indirect exposure on the same axes: any matter involving designated parties, blocked transactions, restricted services trade or cross-border data restrictions may place a financial institution in conflict-of-laws territory.

Litigation Risk

Administrative penalties under the Provisions are not the only avenue of exposure. Article 12 of the Anti-Foreign Sanctions Law (AFSL), enacted in 2021, expressly prohibits any organisation or individual from implementing, or assisting in the implementation of, discriminatory restrictive measures imposed by foreign countries against Chinese citizens or entities. A party that violates this prohibition, and thereby infringes the lawful rights and interests of Chinese parties, may face civil liability, including orders to cease the infringing conduct and to compensate for any resulting losses. Accordingly, if a specific sanction falls within the scope of “discriminatory restrictive measures” under the AFSL, a court may refuse to enforce a termination clause based on the imposition of sanctions, on the ground that its enforcement would itself contravene Article 12.⁶

Litigation under Article 12 has already taken place before a Chinese maritime court. In a case published by the Nanjing Maritime Court in 2025, a Chinese marine engineering company and a Swiss company entered into a subcontract for the construction of a seawater treatment and injection module for a floating production, storage and offloading (FPSO) project. After the Chinese company completed and delivered the module, the US Department of the Treasury’s Office of Foreign Assets Control (OFAC) placed it on the Specially Designated Nationals and Blocked Persons List (SDN List). The Swiss company subsequently suspended payment of the final instalment, claiming that it had to comply with the OFAC directive. During the proceedings, the court expressly informed the Swiss company of the legal consequences under Chinese law of assisting in the implementation of foreign unilateral sanctions. The Swiss company then sought a payment licence from OFAC, and, with the court’s facilitation, the parties reached a settlement, enabling the Chinese company to recover the outstanding payment. The published case does not disclose whether the contract between the parties contained a sanctions-related termination clause.⁷

How We Can Help

Navigating the friction between global sanctions and Chinese regulatory shifts requires more than legal advice. It requires a clear map of your exposure. Our international trade and sanctions compliance team helps multinationals, financial institutions and energy leaders manage these conflicting obligations across borders.

We do not just identify the risks. We build the frameworks to manage them. Our team designs the supply chain due diligence programmes. We draft the force majeure clauses for Chinese contracts. We assess how the new provisions impact your current deals. Our focus remains on protecting you from regulatory heat and litigation.

^{1 State Council of the People’s Republic of China, “}^{Provisions of the State Council on the Security of Industrial Chains and Supply Chains}^{”, Order No. 834, adopted 13 March 2026, promulgated 31 March 2026.}

^{2 Ministry of Justice of the People’s Republic of China, “}^{Offcial Q&A on the Provisions of the State Council on the Security of Industrial Chains and Supply Chains}^{”, 7 April 2026; vid. People’s Daily, “}^{Rollout Coverage of the Provisions on the Security of Industrial Chains and Supply Chains}^{,” 8 April 2026.}

^{3 Key precursors in the Chinese economic-security framework include Standing Committee of the National People’s Congress, “}^{Export Control Law of the People’s Republic of China}^{”, 17 October 2020; “Data Security Law of the People’s Republic of China”, 10 June 2021; and “}^{Foreign Relations Law of the People’s Republic of China}^{”, 28 June 2023.}

^{4 Order No. 834, supra No. 1, arts. 3 (institutional responsibilities), 7 (key sectors list), 8-10 (information sharing, monitoring and risk prevention), 9 (reporting by enterprises, industry associations and chambers of commerce), 11 (emergency management), 12 (research, development and technology security), 13 (information-gathering restrictions), 14-15 (countermeasures against foreign states and private actors) and 16 (compliance obligation and penalties).}

^{5 European Parliament and Council of the European Union, “}^{Regulation (EU) 2023/2675 on the Protection of the Union and Its Member States from Economic Coercion by Third Countries}^{”, Official Journal of the European Union L, 7 December 2023; cf. Council of the European Union, “}^{Council Regulation (EC) No 2271/96 Protecting Against the Effects of the Extra-territorial Application of Legislation Adopted by a Third Country,}^{” Official Journal of the European Communities L 309, 29 November 1996.}

^{6 Standing Committee of the National People’s Congress, “}^{Anti-Foreign Sanctions Law of the People’s Republic of China,}^{” 10 June 2021, Art. 12.}

^{7 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.}

Fee Payable	Deal Value
AU$475,000	For transactions valued⁴ ≤AU$50 million.
AU$855,000	For transactions valued between AU$50 million and AU$1 billion
AU$1,595,000	For transactions valued ≥AU$1 billion.