Sheldon Mills

Quick update on recent thinking in the UK on reform of the Modern Slavery Act corporate TISC statement regime. Particularly interesting to see the proposals to give it more teeth and make the obligations on businesses more proactive, in line with developments in the EU #globalcompliance

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JROC has published its proposals for the design of the Future Entity (“FE”) for UK open banking (19 April 2024). https://lnkd.in/erNGX83K The FE follows on from the work undertaken by the Implementation Entity (Open Banking Limited aka OBL) and will “in due course take on the development and delivery”. JROC is now consulting on various recommendations about that journey as well as a new recommendation for the immediate creation of an Interim Entity (to follow the consultation) to cover an interim regulatory phase which will takeover the 5 workstreams currently being progressed by OBL. This will precede the full transition to FE. Part 2 covers the proposed shape of FE Part 3 covers the creation of the Interim Entity Annex 3 provides a useful, concise summary of JROCs proposals for both new entities. Have you got a view on what the future funding options should be (in terms of the impact to your organisation perhaps)? Do you think the Interim Entity should be a subsidiary of OBL? (See Q3) If you want to have your say, the deadline for responding is 20 May 2024.

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There has been a fair amount of comment in the press regarding the recent landmark #EqualPay case for the private sector, involving the retailer Next (including the article below today in the Times). The Tribunal's judgement in the case is complex (80 pages), nuanced and many commentators are missing the devil in the detail. We've set out our own view here: https://lnkd.in/ePKdV5MF I think the Times article fails to understand that the female shop workers in the Next case weren't comparing themselves to workers your traditional "fork lift trucks" warehouse environment, but to workers in an e-commerce fulfilment centre who are "picking" individual items. This nuance helps to explain why work was found to be of equal value to the store staff in the previous judgement. This judgement looked at whether Next had a genuine material factor (in effect, a good reason) explaining the difference in pay, which was not discriminatory. They were found not to have directly discriminated against the women. However, when it comes to indirect discrimination, "cost alone" is never sufficient justification. There needs to be something more, otherwise it would allow employers to drive a coach and horses through the equal pay legislation on the basis that it is "too expensive" to pay women the same as men performing work of equal value. Next showed they had genuine material factors explaining the difference in pay in respect of some pay elements but not others. For employers caught by the EU Pay Transparency Directive, which focuses on comparisons for roles of "equal value", this case is an important lesson. #FairPay #UKemplaw #EqualPay #PayTransparency Deloitte Deloitte Legal Helen Kaye Christopher Robson Amy Douthwaite Gary Fereday Deepinder Lamba Ben Baldwin Harry Martin Fahad H. Arta Fagan Link to today's article in The Times: https://lnkd.in/eDs9DD5i

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I’ve not seen much reaction to the decision by Ofcom to fine GB News £100k for breaches of its due impartiality rules. Perhaps that’s because many of my connections feel instinctively that it’s justified, as I initially did. But is it? This was a show that involved the then PM, Rishi Sunak, answering questions from a live audience. Even assuming the broadcast didn’t include the required “appropriately wide range of significant views” given “due weight” when dealing with matters of “major political and industrial controversy”, why should it? Is this rule now somewhat anachronistic and paternalistic in a media world which provides viewers with a myriad of options for obtaining information about news and current events, a far cry from the days of a limited number of mainly state owned broadcasters? Can it really be said that this rule and substantial fine is “necessary in a democratic society” and compliant with the UK’s positive obligation under Article 10 ECHR to promote and guarantee freedom of expression and defend it from unjustified and unproportional restrictions? There would be an outcry in the US if Fox News were fined for a lack of impartiality. Or I expect in the UK if this happened to the printed media, and initial intentions to regulate online misinformation under the Online Safety Act were abandoned (other than a new offence which requires knowledge of falsity and an intention to cause harm). It will be interesting to see how GB News fares in the judicial review it has brought against Ofcom, which could have significant implications for broadcast media regulation in this contentious area. https://lnkd.in/erCdU4E9

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See the first of our briefings on one of the many facets of the DMCC Act - just to be contrarian, part 1 is merger control. Amongst the noise, some immediate practical implications for UK deal doers here. With thanks to Karoline Phillips Sarah Randall and Victoire Binchet #DMCCBill #DMCCAct #digitalmarkets #ukmergercontrol #competitionlaw #AddleshawGoddard

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Football Governance delayed - I think the leagues and clubs will be happy to have more time to put proposals forward to fill in the missing blanks, even if Parliament likes it. Simple status summary here from Louis Biggs #sportslaw #footballgovernance

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The Panel's first consultation in 2024 proposes a new jurisdictional framework which would narrow the scope of the companies which are subject to the UK Takeover Code. No more 'central management' test and a much reduced '10 year rule' are some of the proposed reforms that you can read about here... https://lnkd.in/ef5i-XBT

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As expected, today's Autumn Budget brings much anticipated changes to the carried interest rules, with the higher CGT rate rising to 32% from April next year. But that's just the start. With a technical consultation ongoing until the end of January, the details are still up for discussion. Here's a quick summary of the changes announced so far. https://lnkd.in/e4c5pGPf

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While pre-nuptial agreements were once thought to only be relevant for billionaires and celebrities, and more commonly executed across the pond, there has been a distinct rise in pre-nuptial agreements in the UK in recent years. Read our short blog here: https://ow.ly/jjY750SEUYi #prenup #FamilyLaw #ModernMarriage

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I can highly recommend this webinar. You’ll hear from Experian’s Andrew Mills, and my partners Richard and Ben, about an important data protection appeal that we acted on for Experian. Some interesting bits on data enrichment, transparency and use of public data 📅 Register your interest below: #DataProtection #Webinar #LegalInsight #ExperianJudgment #Linklaters

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#SPBRestructuring discuss the recent case of Pindar, in which the judge concluded that an administration had been validly extended even though the consent of one of the secured creditors was not obtained. Does this part of the legislation need to be clarified and potentially updated? ➡️ https://ow.ly/Qgsj50Sfxzk #PindarCase | #Administration | #Insolvency

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BBC News - https://lnkd.in/eDyy5AQi UK election results 2024 | Constituency map - BBC News So, the results are in. There wasn't much doubt after 10pm's instant exit poll assessment (1 seat off for the labour tally so far) but those who watched through the night, or woke up and checked occasionally or those tuning in this morning all now know, we have a labour government. Most folks think Angela Rayner will keep her portfolio when ministers are appointed later. But what would you do if you were appointed planning minister and charged with delivering the Labour manifesto? I think my first step would be the promise to reverse the NPPF changes. It seems to me that this is achievable almost immediately. the old wording is there and tested. The policy is clear and unambiguous with not much nuance or thought required. I'd query if it even needed consulation. It shows action and that planning and housing are on the agenda and more is to follow. I'd be suprised if it wasn't kicked off very soon. What about you? What would you do first when the modern day Sir Humphry brought you your red box and first utters "Yes, Minister"?

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A good summary from Nick Reeve on the latest CoA case on the patentability of AI.

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In advance of Pinsent Masons' AI conference on 4 July, Philip N. and Karl Simons OBE have produced this article published in SHP: The impact of AI on H&S management and legislative compliance #healthandsafety

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It was a pleasure to attend TheCityUK's "In conversation with…" Darren Jones MP, Shadow Chief Secretary to the Treasury. The discussion focussed on Labour's vision for the UK economy and covered a large range of sectors. Key commentary from Darren included: ⚡ To ensure the professional services industry (a huge part of the UK economy) continues to grow, it is important for government to conceptualise professional services as a sector in its own right and develop a "services strategy" in line with that growth vision;   ⚡ The UK is leading the way in relation to start-up capital, but historically less so in relation to scale up capital, leading to many exits from the market. The future is not bleak, however: the UK is in a prime position for foreign direct investment (echoing similar observations by Lord Holmes regarding the three "L" advantages the UK has over other markets – Law, Language and Learning) and government policy will need to focus on incentivising that investment.   ⚡ In terms of "better" regulation to support economic growth, we need to strike the right balance between: (1) ensuring regulators have a clear mandate and a strong strategic steer on government policy objectives; (2) preserving regulators' independence and expert-led function; and (3) regulatory accountability (i.e. if regulation is adversely impacting policy objectives for economic growth, there should be some checks and balances to hold regulators to account).   On the latter point, I can’t help but think of the highly anticipated National Payments Vision. A Vision without: (a) a clear mandate for regulators and industry; (b) a roadmap for implementation; and (c) a (fair and proportionate) accountability framework, will achieve very little.  

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NB. Remember to consider the "Mid market" firms if you're looking for a role in private practice! On the back of Addleshaw Goddard(AG) winning UK firm of the year at The Lawyer Awards this week, this podcast identifies some surprising points to note about these firms' success. Runners up include: Brodies LLP; DLA Piper; Hill Dickinson Marine Lawyers; Shoosmiths; Freeths and Slaughters (crazy I know!) Reasons for their success, being: -they have soaked up the work below the magic circle firms and taken on the super cross-border mandates that weren’t there 20years ago -they have seen a change in leadership and taken hard decisions in the upper mid-market arena -they are sticking to the plan and seeing their strategy come up trumps -they have grown in 5 years: AG has grown 60.9%; TLT LLP 79 %; DWF and Fieldfisher; Browne Jacobson and @FootAntsey -they have got the corporate culture and the people right and have gone through the global merger chats  -they have made a virtue out of their GC relationships and become more confident focussing on their specific markets, and -they have achieved-or plan to achieve- great balance with other offices in Leeds, London, and Manchester too. Although the pay might be less, their future is bright and ambitious. So take a look. Then get in touch with us to find out about the opportunities we have with some of these vibrant firms. https://lnkd.in/ePKMyXkX

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As part of our series on enforcement of IP in Scotland I have written this short piece on the two big questions clients ask us - how much will this cost and how long will it take?  I hope you find it useful.  https://lnkd.in/e-NvEnxp

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A multi-jurisdictional insolvency that Raedas has been working on since 2020 has led to a landmark ruling on the interpretation of “control” under the 2019 Russia Regulations regarding sanctions. Until the Supreme Court rules on the issue and deals with the judicial inconsistencies in Mints and Litasco, this ruling will be the yardstick, also because Thompsell J found that guidance provided by OFSI/FCDO in late 2023 aligned with his line of argument. In context of the bankruptcy of Russian banker Anatoly Motylev, the Trustees sought guidance from the court as to the interpretation of Regulation 7 of the 2019 Regulations, particularly the vague wording of Regulation 7(4) which deals with the hypothetical exercise of control. The Trustees were concerned that a group of Russian banks, which Motylev formerly owned and controlled, may qualify as sanctioned parties. While Thompsell J did not rule on the status of the Russian banks, he introduced and expanded on the evidence necessary to establish four types of control: 1)     De jure control, evidenced by statutory and constitutional provisions of a company; 2)     Actual present de facto control, evidenced by past examples where the putative controlled has exercised decisive influence to control what is happening at an organisation; 3)     Potential future de jure control, evidenced by the existence of agreements to acquire a majority stake in an organisation; and 4)     Potential future de facto control which, Thompsell J ruled, will be a rare occurrence and difficult to evidence. Thompsell J’s arguments, particularly his example scenarios for potential future de facto control, are sensible, practical and highlight the “absurdity” of the wording of Regulation 7(4) and subsequent judicial interpretations. For instance, Thompsell J noted that “it would be absurd to say that any billionaire should be regarded as having control of every company that the billionaire could clearly afford to purchase”. He further stated that the billionaire who is providing a purchase bid above the company’s share price would still be reliant on other peoples’ decisions, including the acceptance of the offer by the shareholders. However, this example is of limited applicability in the Russian context where informal practices are prevalent and the proverbial handkerchief contract is not uncommon in business. (Hostile) takeovers of Russian companies are rarely as civilised as Thompsell J outlined. They often involve a degree of coercion that overrides any hypothetical shareholder opposition. More often than not, the takeover price is lower than the fair market value of the company. In this instance, Thompsell J was to rule on the control of a public body (the DIA) by two designated public officials. Based on evidence provided to him, he states that the DIA and by extension the Russian banks were not sanctioned. But further evidence on Russian law and governmental practice was required to make an official declaration

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