Herbert Smith Freehills Podcasts

In Episode 2 of Deal Talk, partners Kam Jamshidi and Nicole Pedler explore what the 2025 NBIO market reveals for bidders and targets in Australian public M&A. HSF Kramer has deeply analysed non binding indicative offers in public deals to extract the key lessons for bidders and targets when formulating their M&A strategy. Drawing on this proprietary data, the episode examines when NBIOs most commonly emerge and what that means for listed companies facing major announcements, leadership changes and other market moving events. Kam and Nicole work through the 2025 NBIO landscape, covering: • success rates • disclosure practices and timing • engagement periods • private equity dynamics • pre bid stakes • recent Takeovers Panel developments A practical discussion for boards, management teams and advisers preparing for, advising on or responding to a potential public M&A approach.

Investigate 360: EP15 Export Controls and Sanctions in Defence: Practical Insights Across Australia and the US by Herbert Smith Freehills Kramer Podcasts

In the latest episode of On Just Terms, HSF Kramer partners Jason Betts and Rebecca Maslen-Stannage are joined by The Honourable Michelle Rowland MP, Attorney-General of Australia, for a wide-ranging discussion on the government's legal priorities. The Attorney-General shares insights on Privacy Act reform, the government's position on copyright and AI and why there is no text and data mining exception, scams and consumer protection, class actions and access to justice, and the critical importance of effective enforcement capability. This is a substantive discussion on the role of law in serving the public interest, and what lies ahead on Australia's legal agenda.

2026 Federal Budget - CGT Discount Replaced, Negative Gearing Curtailed, and Discretionary Trusts Hit with Minimum Tax Late on Budget night Toby Eggleston, Ryan Leslie and Nick Heggart discuss Treasurer Chalmers' budget, focused on reshaping personal tax, especially capital gains and discretionary trusts, under “intergenerational equity.” Corporate measures are smaller, including re-announced non-resident CGT changes with intended retrospectivity to 2006 and limited transitional relief for renewables to 30 June 2030, expanded VCLP/ESVCLP investment caps, and R&D offset tweaks forecast to reduce tax by $1.5b. Small business changes include making the instant asset write-off permanent, a refundable loss offset for startups from 1 July 2028, and a permanent loss carry-back for companies under $1b turnover. Major personal reforms include phasing out the 50% CGT discount from 1 July 2027 (replaced by cost-base indexation and a 30% minimum CGT tax), taxing pre-CGT assets, limiting negative gearing for post-budget residential purchases (except new builds), and imposing a 30% minimum tax on discretionary trusts from 1 July 2028 with complex impacts, especially for “bucket companies,” plus proposed restructuring rollovers amid stamp duty issues. 00:10 Budget Night Kick-off 00:41 Corporate Tax Overview 01:53 Non-Resident CGT Reboot 03:14 Venture Capital and R&D 05:16 Small Business Reliefs 06:20 Loss Carry-back Returns 08:44 Big Shift to Personal Tax 08:47 CGT Discount Ends 10:52 Tech and Startup Fallout 15:01 Negative Gearing Overhaul 16:51 Discretionary Trusts Seismic 21:37 Late Night Wrap Up

This podcast focuses on the pharmaceutical industry and, in particular, M&A activity in the sector and the recent surge in licensing deals involving Chinese biotechs. There are a lot of interesting topics related to the pharmaceutical sector which we could discuss but today we will be covering the following: 1) First, we will begin with an overview of M&A deal activity in the sector; 2) we will then discuss the key legal trends being seen by our deal teams, 3) finally, we will conclude with a discussion on a hot topic in the industry right now, the rise of China's biotechs on the global stage. Speakers: Csilla Cao, Siqi Geng 这一期我们会重点讨论制药行业，特别是制药行业并购活动的情况，以及这段时间明显升温的中国生物科技公司对外授权交易。制药行业其实有很多值得讨论的话题，我们这期节目将主要聚焦三个方面：1) 首先，我们会对制药行业的并购交易情况做一个整体介绍；2)再讨论我们交易团队在实际交易中观察到的一些关键法律趋势；3) 最后，我们将重点谈一谈目前行业的一个热门话题，中国生物科技公司在全球舞台的崛起。 Speakers: 曹文旖，耿思琪

It has been a busy time for the Prudential Regulation Authority ("PRA") Enforcement team. In two firsts for the PRA, its decision against U K Insurance Ltd saw the first reported use of the Early Account Scheme leading to a settlement discount of 50%, and the decision against Bank of London Group Limited and Oplyse Holdings Limited involved the first breach of Fundamental Rule 1 by a firm. In this episode of the FSR Brief, Jon Ford, Michael Tan and Emma Bridgeman discuss these recent cases by the PRA and what they signal to firms about the PRA's approach when it comes to early settlement and integrity findings. For more on the Early Account Scheme, read our blog post on the UK Insurance Limited case: https://www.hsfkramer.com/notes/fsrandcorpcrime/2026-posts/weighing-up-the-pras-early-account-scheme-insights-from-the-first-case-concluded-using-the-process

This is the second episode of "Cross-examining AI", HSF Kramer's podcast series on disputes and AI where we unpack the key developments in AI that are shaping litigation. In this episode we give an update on privilege and AI in the US, find out why not to use ChatGPT to develop a corporate strategy, and finally discuss how AI is being used in the world of international arbitration. This episode is hosted by Camilla Macpherson, a knowledge lawyer in our disputes team. Camilla is joined by Alan R. Friedman, a counsel in our New York disputes team, Nick Tonckens, an associate in our New York disputes team and Liz Kantor, a knowledge counsel in our global arbitration team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Civil Justice Council publishes consultation on use of AI for preparing court documents https://www.hsfkramer.com/notes/litigation/2026-02/civil-justice-council-publishes-consultation-on-use-of-ai-for-preparing-court-documents • New York court finds client chats with generative AI tool Claude are not privileged https://www.hsfkramer.com/notes/litigation/2026-02/new-york-court-finds-client-chats-with-generative-ai-tool-claude-are-not-privileged • US courts find privilege applies to use of public AI tools by self-represented litigants https://www.hsfkramer.com/notes/litigation/2026-04/us-courts-find-privilege-applies-to-use-of-public-ai-tools-by-self-represented-litigants • Delaware Court of Chancery reinstates seller CEO and extends earnout payment window, as buyer's ChatGPT strategy fails https://www.hsfkramer.com/insights/2026-04/delaware-court-of-chancery-reinstates-seller-ceo-and-extends-earnout-payment-window-as-buyers-chatgpt-strategy-fails • AI-volution in Arbitration: the new Chartered Institute of Arbitrators (CIArb) Guidelines https://www.hsfkramer.com/notes/arbitration/2025-03/ai-volution-in-arbitration-the-new-chartered-institute-of-arbitrators-guidelines

In this episode of On Just Terms, Jason Betts and Melissa Gladstone continue their conversation with Stuart Price, CEO of CASL, focusing on the practical realities of litigation funding. The discussion examines how funders balance commercial returns with fairness to group members, manage competing stakeholder interests, and respond to evolving market dynamics, including contingency fees, legal finance models and emerging technologies shaping the future of complex litigation.

In this edition of our banking litigation podcast, we consider some recent cases that will be most relevant to in-house lawyers at banks and financial institutions. This episode is hosted by John Corrie, a partner in our banking litigation team, who is joined by Ceri Morgan and special guest Frances Furnivall. Speakers: John Corrie (Partner), Ceri Morgan (Knowledge Counsel), Frances Furnivall (Senior Associate). You can find out more about the cases covered in this podcast on our blog at the following links: Supreme Court confirms suspension of payment obligations under letters of credit due to UK Russian sanctions regime https://www.hsfkramer.com/notes/bankinglitigation/2026-03/supreme-court-confirms-suspension-of-payment-obligations-under-letters-of-credit-due-to-uk-russian-sanctions-regime High Court considers whether success fee payable to advisory firm in respect of "Equivalent Transaction" in de-SPAC merger https://www.hsfkramer.com/notes/bankinglitigation/2026-03/high-court-considers-whether-success-fee-payable-to-advisory-firm-in-respect-of-equivalent-transaction-in-de-spac-merger High Court considers summary judgment application on whether success fee payable by private equity fund to placement agent https://www.hsfkramer.com/notes/bankinglitigation/2026-04/commercial-court-considers-summary-judgment-application-on-whether-success-fee-payable-by-private-equity-fund-to-placement-agent High Court upholds broker's entitlement to US$2.25m success fee under tripartite mandate despite limited involvement in funding process https://www.hsfkramer.com/notes/bankinglitigation/2026-03/high-court-upholds-brokers-entitlement-to-usd-2-25-m-success-fee-under-tripartite-mandate-despite-limited-involvement-in-funding-process Banking Litigation Podcast Episode 54: Hopcraft Special Edition https://www.hsfkramer.com/notes/bankinglitigation/2025-08/banking-litigation-podcast-episode-54-hopcraft-special-edition High Court finds legal advice privilege is not limited to lawyer/client communications but extends to "intra-client" communications https://www.hsfkramer.com/notes/litigation/2026-04/high-court-finds-legal-advice-privilege-is-not-limited-to-lawyer-client-communications-but-extends-to-intra-client-communications Upper Tribunal observes that uploading confidential documents into open-source AI tools waives client confidentiality and legal privilege https://www.hsfkramer.com/notes/litigation/2026-03/upper-tribunal-observes-that-uploading-confidential-documents-into-open-source-ai-tools-waives-client-confidentiality-and-legal-privilege New York court finds client chats with generative AI tool Claude are not privileged https://www.hsfkramer.com/notes/litigation/2026-02/new-york-court-finds-client-chats-with-generative-ai-tool-claude-are-not-privileged US courts find privilege applies to use of public AI tools by self-represented litigants https://www.hsfkramer.com/notes/litigation/2026-04/us-courts-find-privilege-applies-to-use-of-public-ai-tools-by-self-represented-litigants Supreme Court holds that no statutory limitation period applies to unfair prejudice petitions https://www.hsfkramer.com/notes/litigation/2026-03/supreme-court-holds-that-no-statutory-limitation-period-applies-to-unfair-prejudice-petitions

This is the 36th episode of our series of commercial litigation update podcasts. In this episode we discuss class actions, AI, a number of privilege cases including one of the most important decisions in that area in the past few years, and an interesting decision on service of proceedings. This episode is hosted by Maura McIntosh, a knowledge counsel in our commercial litigation team, who is joined by Julian Copeman, a disputes partner, and Tracey Lattimer, a knowledge lawyer in our disputes team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Law Commission to consider introduction of opt-out consumer class actions regime https://www.hsfkramer.com/notes/litigation/2026-04/law-commission-to-consider-introduction-of-opt-out-consumer-class-actions-regime • Cross-examining AI – Episode 1: Civil Justice Council AI consultation and latest developments in AI and privilege https://www.hsfkramer.com/notes/litigation/2026-03/cross-examining-ai-episode-1-civil-justice-council-ai-consultation-and-latest-developments-in-ai-and-privilege • US courts find privilege applies to use of public AI tools by self-represented litigants https://www.hsfkramer.com/notes/litigation/2026-04/us-courts-find-privilege-applies-to-use-of-public-ai-tools-by-self-represented-litigants • Upper Tribunal finds privilege applied to whether Boris Johnson sought legal advice on the lawfulness of the Covid-19 lockdown https://www.hsfkramer.com/notes/litigation/2026-04/upper-tribunal-finds-privilege-applied-to-whether-boris-johnson-sought-legal-advice-on-the-lawfulness-of-the-covid-19-lockdown • High Court finds company could not assert privilege against former director over legal advice she had seen at the time https://www.hsfkramer.com/notes/litigation/2026-03/high-court-finds-company-could-not-assert-privilege-against-former-director-over-legal-advice-she-had-seen-at-the-time • High Court finds legal advice privilege is not limited to lawyer/client communications but extends to "intra-client" communications https://www.hsfkramer.com/notes/litigation/2026-04/high-court-finds-legal-advice-privilege-is-not-limited-to-lawyer-client-communications-but-extends-to-intra-client-communications • Court of Appeal finds English courts lack jurisdiction over sanctioned individual who is not permitted to enter the UK https://www.hsfkramer.com/notes/litigation/2026-03/court-of-appeal-finds-english-courts-lack-jurisdiction-over-sanctioned-individual-who-is-not-permitted-to-enter-the-uk See podcast episode transcript here: https://marketing.hsfkramer.com/20/36058/landing-pages/commercial-litigation-podcast-ep36-transcript.pdf

In this episode of On Just Terms, Jason Betts and Melissa Gladstone speak with Stuart Price, CEO of CASL, about the role litigation funding plays in Australia's corporate risk landscape. The conversation explores how funders assess and select cases, the legal and commercial factors that influence funding decisions, and what these dynamics mean for companies facing complex litigation. Stuart also shares insights into how risk appetite, case selection, and regulatory settings continue to shape the evolving litigation funding market.

Welcome to Cross Examining Cyber, a podcast brought to you by Herbert Smith Freehills Kramer. In this podcast series, we speak to our business leaders about all things cyber, including the legal, governance, technical, regulatory and policy developments that impact corporates around the world. I'm really excited to announce that this is the first of our Cross-Examining Cyber Director Series. For the next six months, we will speak to some of our leading directors, including David Gonski, Anne Templeman-Jones, John Mullen, Catherine Brenner, just to name a few. Today's the first in our series, and today we cross-examine David Moffatt. David has over 40 years' experience in executive leadership positions. He's worked and lived almost everywhere, Australia, the US, Europe and Asia. He's currently the chair of Ventia Services Group, Environmental Remediation and Social Services and Apollo Global Management. David is also the chair of the American Chamber of Commerce here in Australia. David has first-hand experience dealing with a cyber incident as part of his role at Ventia. His insights are not only considered but come from direct experience. Thanks again for listening. This is Cross Examining David Moffatt, the first in our Director Series. Here we go.

Partners Toby Eggleston, Nick Heggart and Ryan Leslie discuss Treasury's 10 April 2026 exposure draft legislation implementing and expanding the 2024 budget proposals on when non-residents pay Australian CGT. The draft materially broadens “taxable Australian real property” beyond general law real property (post the YTL and Newmont decisions) to include rights over land, contractual rights, and fixed or installed assets expected to be on land for most of their useful life (e.g., wind/solar assets, pipelines, mining equipment, tenant fixtures), plus water entitlements, with some elements proposed to apply retrospectively to 12 December 2006. It also includes a treaty-override via the International Tax Agreements Act, changes the principal asset test to a 365-day lookback, introduces a limited 50% CGT discount for certain renewable generation disposals to 1 July 2030, and tightens the non-resident CGT withholding/declaration and clearance certificate processes, all amid a 14-day consultation period. Want to go deeper? Read our briefing note here: https://www.hsfkramer.com/insights/2026-04/australias-non-resident-cgt-changes 00:10 Welcome and agenda 00:32 Budget shock announcement 02:34 Overview of reforms 02:57 Expanded real property definition 06:25 Assets newly in scope 09:07 Uncertainty and edge cases 11:25 Retrospective start dates 14:39 Treaty override explained 23:26 Indirect interest test changes 27:54 Renewables CGT discount 31:14 Withholding and notifications 34:18 Consultation and wrap up

The Employment Rights Act 2025: Union Rights – what employers need to know In this third episode of the Employment Espresso Pods mini-series on the Employment Rights Act 2025, Jenny Andrews and Sian McKinley, both Of Counsel, together with Knowledge Counsel Anna Henderson, turn to the significant reforms being made to trade union rights — changes that matter to all employers, whether or not they currently recognise a union. The episode covers the changes to industrial action law already in force since February 2026, as well as further changes expected in the autumn. The team also examines the reformed statutory recognition process, with lower thresholds making it significantly easier for unions to win recognition. Looking ahead to October 2026, they discuss the new obligation to inform workers of their right to join a trade union, and the landmark new right of trade unions to access workplaces — physically and digitally — to meet, recruit and organise, without needing to demonstrate any existing membership in the business. The episode closes with seven practical action points to help employers — unionised and non-unionised alike — get ahead of these changes before the October deadline.

In this episode of Inside Safety, Steve Bell is joined by Shane Allison, CEO of Phronesis, to explore the real cost of reputational damage for organisations. Drawing on original research into ASX 200 reputation incidents, they unpack what defines a reputational crisis, why many are foreseeable, and which issues cause the greatest and most lasting harm. From executive misconduct and employee class actions to governance and psychosocial risk, this episode offers practical insights for safety, legal and risk professionals looking to better anticipate and manage reputation risk.

Following the Australian Government's new federal hate crimes legislation that commenced in January 2026, HSF Kramer Partners Jacqui Wootton and Alice Molan and Solicitor Shaun Milligan unpack the new offences relating to “prohibited hate groups”, including what the recklessness standard means in practice for corporates, particularly across procurement, supply chains and corporate groups. We also explore proposed changes to the AML/CTF Rules and the practical steps reporting entities can take now to identify, escalate and manage prohibited hate group risk alongside other serious financial crime risks.

In this special bonus episode, we share a recording from a recent client webinar exploring the major corporate crime trends shaping the APAC region in 2026. Drawing on the firm's newly launched Corporate Crime 360 Guide, HSF Kramer APAC partners Kyle Wombolt, Jacqui Wootton and Leon Chung break down the critical regulatory, enforcement and risk developments businesses should have firmly on their radar over the year ahead.

In this episode, Employment Partner Tony Wood and Executive Counsel Lucy Boyd are joined by HSF Kramer partner (and Corporate law icon), Priscilla Bryans. The team unpack what really happens behind the AFR headlines and discuss an array of issues, starting with the recent data showing a spate of CEO turnovers from both Australia and the US. Tony, Lucy and Priscilla also discuss: • Why succession planning is so important, and why it takes so much time • The impact on the cap on termination benefits under the Corporations Act • How STI and LTI incentives are a key issue in executive separations and why there is more interest than ever from shareholder activists and proxy advisors • The greater accountability of executives for misconduct and behavioural issues, coupled with the plethora of laws regulating bullying and whistleblowing • The changing composition of Boards and why the critical mass of female non-executive directors is changing the leadership culture of big business

EP31: Collective Bargaining Under Pressure: Wages, Inflation, and the Fight for Fair but Sustainable Wages In this episode of Inside IR, Rohan Doyle and Natalie Gaspar explore the growing pressure on enterprise bargaining wage negotiations as we see unions pressing for wage increases that outpace the rising cost of living in the face of inflation and interest rate increases, at a time when employers are under immense pressure to reduce costs. Natalie and Rohan examine why productivity has become central to achieving sustainable wage outcomes, and discuss some of the other key developments driving up wage costs, including same job, same pay orders, and expanding enterprise agreement coverage. A timely and practical discussion for employers, HR and IR professionals navigating a highly charged bargaining environment.

Breach of Principle 1 – Banque Havilland vicariously liable for senior employees' lack of integrity On 3 February 2026, the Upper Tribunal handed down its judgment finding, among other things, that Banque Havilland had breached Principle 1 of the FCA's Principles for Businesses (the requirement to conduct business with integrity), on the basis that the firm was vicariously liable for the actions of its senior employees. In Episode 11 of the FSR Brief, Jon Ford, Kate Meakin and Izzy Salzedo discuss the Upper Tribunal's exploration of vicarious liability and agency law as a novel route to establishing a breach of Principle 1, and consider questions of liability and attribution from both a corporate crime and financial services regulatory perspective. The discussion also touches on the Upper Tribunal's more generous approach to penalty and mitigation when compared with the FCA's decision. For further background read our blog post: https://www.hsfkramer.com/notes/fsrandcorpcrime/2026-posts/the-curious-case-of-banque-havilland-a-firm-held-vicariously-liable-for-a-lack-of-integrity

Toby Eggleston and Naison Seery discuss Australian tax treatment of earnouts and contingent consideration in M&A, noting increased use to bridge valuation gaps and that outcomes depend on TOFA, deal terms, metrics and payment timing, with ATO views still being tested. They outline the ATO's shifting historical positions on whether earnout rights are separate CGT assets, buyer cost base treatment, and potential CGT event D1 exposure. TOFA is a key starting point for large taxpayers and can apply to contingent rights as financial arrangements, with timing and character mismatch implications; a business sale exception may exclude earnouts contingent on economic performance (not solely turnover/receipts), with uncertainty illustrated by the Merchant case. Outside TOFA, CGT applies and the look-through earnout rules may allow proceeds/cost base to reflect actual payments if strict conditions are met, including active asset and a hard five-year payment window. 00:09 Welcome 00:25 Why Earnouts Matter 01:26 ATO Views Over Time 05:44 TOFA as the starting point 07:27 TOFA Mechanics and Timing 09:27 Business Sale Exception Tests 10:53 Structuring Contingencies 13:26 In or Out of TOFA 17:37 Outside TOFA and Look Through Earn out rights 18:46 Look Through Requirements 20:12 Five Year Rule Pitfalls 23:39 Wrap Up and Key Takeaways

In the first episode of Deal Talk, our partners, Mia Harrison-Kelf, Geoff Kerrigan and Li-Lian Yeo discuss the key findings from our latest Global M&A Outlook. The episode reflects on the defining features of the 2025 deal market and explores what they mean for M&A activity in Australia and globally in 2026. Including deal volumes, valuation dynamics, regulatory scrutiny and execution risk. A practical discussion for anyone involved in planning, approving or delivering transactions.

Season 2 Episode 1: From Compliance to Capability: AUSTRAC's Expectations for Corporate Australia In this episode of On Just Terms, Herbert Smith Freehills Kramer disputes partners Jason Betts and Bryony Adams speak with Brendan Thomas, CEO of AUSTRAC, about the evolving financial crime risk landscape facing corporate Australia. Over the course of their discussion, Mr Thomas shares a number of invaluable insights about AUSTRAC's expectations about the ways in which companies manage financial crime risk, with a particular focus on common mistakes and what ‘good' looks like. This is a ‘must listen' for any directors and executives at companies whose services are caught by Australian anti-money laundering laws but will also be of interest more generally to anyone with an interest in the governance and oversight of non-financial risk.

Liz Kantor and Vanessa Naish, co‑editors of Inside Arbitration for the past decade and hosts of the Inside Arbitration podcast series, present a special anniversary edition marking ten years of this flagship publication. They are joined by our Global Co‑Heads of Arbitration, Andrew Cannon and Simon Chapman KC, for a thoughtful and wide‑ranging discussion reflecting on a decade of change and development within the arbitration landscape. In this commemorative episode, Liz and Vanessa speak with Andrew and Simon about the origins of Inside Arbitration, the major trends that have shaped international arbitration over the last ten years, and the developments set to influence its future trajectory. From procedural innovation and increasing regionalisation to the growing impact of geopolitics, ESG considerations, and the evolution of investment treaty arbitration, the conversation provides a candid and compelling insight into how the practice has progressed and where it is heading next. Listeners can also look forward to an energetic quick‑fire round to close the episode, during which Simon and Andrew offer rapid, practical insights on seats, sectors, strategy, drafting pitfalls, and career advice for aspiring practitioners.

In this edition of the public law podcast series, Jasveer Randhawa is joined by HSF Kramer Partner James Wood and Of Counsel (Australia) Christine Iacono. Together, they discuss key points around engaging with advertising regulators, specifically the UK's Advertising Standards Authority (ASA). Their discussion covers the ASA's investigation process, as well as the consequences of non-compliance with the ASA's Advertising Codes. They also touch on the use of AI in advertising, and some recent ASA rulings attracting debate over the regulator's remit and approach. To conclude, they discuss the available options for challenging a decision by the ASA. Speakers: Jasveer Randhawa (Knowledge Counsel), James Wood (Partner), and Christine Iacono (Of Counsel) (Australia).

This is the first episode of "Cross-examining AI", HSF Kramer's podcast series on disputes & AI where we unpack the key developments in AI that are shaping litigation today. In this episode we discuss the Civil Justice Council's interim report and consultation on the use of AI in preparing court documents and give an overview of the first cases to consider the impact of AI on privilege. This episode is hosted by Martin Hevey, a senior associate in our disputes team, who is joined by Emma Deas, a financial services litigation partner, and Charlotte Benton, a senior associate in our disputes team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Civil Justice Council publishes consultation on use of AI for preparing court documents https://www.hsfkramer.com/notes/litigation/2026-02/civil-justice-council-publishes-consultation-on-use-of-ai-for-preparing-court-documents • New York court finds client chats with generative AI tool Claude are not privileged https://www.hsfkramer.com/notes/litigation/2026-02/new-york-court-finds-client-chats-with-generative-ai-tool-claude-are-not-privileged • Upper Tribunal observes that uploading confidential documents into open-source AI tools waives client confidentiality and legal privilege https://www.hsfkramer.com/notes/litigation/2026-03/upper-tribunal-observes-that-uploading-confidential-documents-into-open-source-ai-tools-waives-client-confidentiality-and-legal-privilege • Navigating legal privilege issues when using AI https://www.hsfkramer.com/notes/litigation/2025-12/navigating-legal-privilege-issues-when-using-ai

In this second part of our podcast on the Employment Rights Act 2025 reforms coming into force in April 2026, Jenny Andrews and Sian McKinley, both Of Counsel, together with Knowledge Counsel Anna Henderson, discuss the coming changes to collective redundancy protective awards and the implications of the new Fair Work Agency, including in relation to potential liability for backdated statutory holiday pay. They round up with a list of key actions for HR to take before 6 April 2026.

A new season of Employment Espresso Pods will cover the extensive employment law reforms being made by the Employment Rights Act 2025. In this first of a two-parter on the April 2026 changes, Jenny Andrews and Sian McKinley, both Of Counsel, together with Knowledge Counsel Anna Henderson, discuss the changes to statutory sick pay, family leave and whistleblowing. Further changes are covered in Part 2, along with a list of key action-points for HR.

In this podcast, pensions partner Michael Aherne speaks with three students who recently completed the Durham Law School Employability Course. Host: Michael Aherne (Partner, Herbert Smith Freehills Kramer) Speakers: Oliver Scott, Emily Bonney and Pa-ansu Ceesay

In this episode of our public M&A podcast series, we talk about share for share takeovers, or securities exchange offers. We look at the issues that need to be considered in the context of these deals under: • the new regime for offers of securities and prospectuses; • the Takeover Code; and • the UK Listing Rules. We also discuss whether we are likely to see more offers with share consideration in light of the new prospectus regime that came into force in January this year.

Sustainability pressures in banking are intensifying — even as ESG faces global pushback. In this episode, Heike Schmitz sits down with Ed Woolcock, Co‑Head of Energy Transition and Sustainability at Marsh Risk Consulting, to unpack why ESG‑related challenges continue to escalate across the banking sector. Drawing on insights from the Global Bank Review 2025, they explore how modern banks are navigating an operating environment defined by persistent complexity. From geopolitical fragmentation to rapid technological change and evolving workforce expectations, financial institutions increasingly find themselves at the centre of conflicting demands. A key theme of the discussion is how companies — and by extension, their banks — are being squeezed between diverging geopolitical priorities and mounting sustainability‑related risks. Ed and Heike examine the crucial role regulation may play in helping organisations manage these pressures, and why early recognition of sustainability‑driven risk trends is becoming a critical success factor for banks. The episode also connects to a wider article series produced by colleagues globally, which outlines why sustainability has shifted from a compliance exercise to a strategic imperative for banking operations. Read the full article: https://www.hsfkramer.com/insights/reports/2025/global-bank-review-2025/embedding-sustainability-into-banking-operations Read the Marsh report here: https://www.marsh.com/en/risks/climate-change-sustainability/insights/future-issb-sustainability-reporting.html Speakers: Heike Schmitz, Partner & Co Head of ESG EMEA at HSF Kramer Ed Woolcock, Co-Head Energy Transition & Sustainability of Marsh Risk Consulting

In this episode, we talk about a number of recent takeovers by way of scheme where the target shareholders have either voted the scheme down, or the vote has been very close. We also look at what parties can do if it looks like the vote will be close.

In this episode, we talk about a number of recent takeovers by way of scheme where the target shareholders have either voted the scheme down, or the vote has been very close. We also look at what parties can do if it looks like the vote will be close.

Workplace change is accelerating—and so are psychosocial risks. In this episode of Inside IR, Natalie Gaspar and Nerida Jessup explore how rapid organisational change is reshaping industrial relations, safety obligations and regulatory expectations, and what employers can do to better manage psychosocial risk. Note: Since filming, the NSW Parliament passed the Work Health and Safety Amendment (Digital Work Systems) Bill 2026. The Digital Work Systems Bill introduces new duties on persons conducting a business or undertaking to the WHS Act concerning the use of ‘digital work systems' and provides for expanded rights for WHS permit holders accessing a workplace.

What makes a great lawyer in a cyber incident response? This is a key question that I explored during part 2 of our podcast with Professor Ciaran Martin, a world leading cyber thought leader. The questions challenged Ciaran but he answered it succinctly as “one do and one don't”. The best incident leaders loosen control (the “do”), rather than tighten it (the “don't”). A damaging instinct in a crisis (often driven by impractical lawyering) is locking everything down and keeping help out for fear of liability. In practice, faster recovery usually comes from working openly with the broader cyber response community. Most people genuinely want to help. Here were my other favourite pieces of wisdom shared by Ciaran coming out of the discussion. 1. The “pyramid of liability” has inverted. When something goes wrong, we still reach for the easiest explanation – i.e. “someone clicked the link”. That's comforting, but it misses the point. Most incidents are really about upstream failures — poor software design, weak procurement choices, and a lack of accountability for vendors and platforms. Blaming frontline users (including our corporates) just ignores the real source. 2. Transparency after an incident doesn't destroy trust, but builds it. There's a strong instinct (again, I'm sorry, but often driven by legal) to say as little as possible. But if you actually look at major incidents over time, the organisations that were sensibly open about what happened and what failed didn't suffer lasting reputational or commercial damage. If anything, they earned goodwill — from regulators, peers and the broader ecosystem. The "what" are questions of fact and are often not protected by privilege anyway. 3. Cyber planning breaks down when it obsesses over data and ignores continuity. There are numerous examples in the healthcare space. Legal duties pushed decision‑makers to prioritise protecting data over keeping life‑saving services running. That's a structural flaw. In some crises, loss of service is far more harmful than loss of data — yet our frameworks don't always reflect that. 4. Along this line, operational outages are more dangerous than data breaches — and we're not ready for them. When ports, airlines or hospitals go down, the economic and social impact is immediate and severe. These aren't just “bigger data breaches”; they're a different category of risk altogether. Australia hasn't yet experienced one at scale, but when it does, the shock will be national. It's certainly my biggest fear. 5. Ransomware only works if we treat threats as credible. Data extortion relies on panic and amplification. Australia's experience shows that when institutions, media and law enforcement refuse to play along — and don't amplify stolen data — attackers lose leverage, even if data technically leaks. The economics of the cyber criminal model collapse surprisingly quickly. There's loads more in the full podcast (~20 minutes). Definitely worth a save and watching or listening on your commute to/from work. This is cross examining Professor Ciaran Martin – Part 2. Here we go…

Toby Eggleston, Ryan Leslie and Jay Prasad discuss recent Australian tax developments: the ATO's targeted consultation and planned updated guidance on the s128F public offer interest withholding tax exemption; anticipated ATO guidance (now indicated for early 2026) on back-to-back CGT rollovers and potential Part IVA risk; the Treasurer's request for a Board of Tax review of thin capitalisation reforms; and evolving FIRB tax conditions. 00:10 Welcome to Tax Bites & today's agenda 00:32 ATO consultation: Section 128F public offer IWT exemption (what's changing) 02:06 128F in practice: private credit complexity & evidence you'll need 03:53 Key takeaway: get 128F advice early before lender discussions 04:30 Back-to-back CGT rollovers: why the ATO is preparing guidance 05:04 Top-hat restructures, Bailador example & Part IVA risk focus 07:38 AusNet fallout, policy debate & Board of Tax review on rollovers 09:41 Board of Tax review: Thin cap reforms - scope, pain points, what may change 13:42 FIRB tax conditions: new tailored approach & the ATO tax questionnaire 16:30 Wrap-up: what we're watching for in tax in 2026

In this edition of our banking litigation podcast, we consider some recent cases that will be most relevant to in-house lawyers at banks and financial institutions. This episode is hosted by John Corrie, a partner in our banking litigation team, who is joined by Ceri Morgan and special guest Jonah Oliver. Speakers: John Corrie (Partner), Ceri Morgan (Knowledge Counsel), Jonah Oliver (Associate). You can find out more about the cases covered in this podcast on our blog at the following links: High Court rejects attempt by Noteholders to remove and replace Trustee against wishes of Issuer https://www.hsfkramer.com/notes/bankinglitigation/2026-01/high-court-rejects-attempt-by-noteholders-to-remove-and-replace-trustee-against-wishes-of-issuer High Court finds UK broker did not breach contract by refusing to return funds to client subject to US sanctions https://www.hsfkramer.com/notes/bankinglitigation/2025-12/high-court-finds-uk-broker-did-not-breach-contract-by-refusing-to-return-funds-to-client-subject-to-us-sanctions High Court strikes out illegality defence premised on alleged breaches of US sanctions https://www.hsfkramer.com/notes/bankinglitigation/2026-01/high-court-strikes-out-illegality-defence-premised-on-alleged-breaches-of-us-sanctions High Court applies "scope of duty" principle to limit damages claimed for breach of so-called Quincecare duty https://www.hsfkramer.com/notes/bankinglitigation/2025-12/high-court-applies-scope-of-duty-principle-to-limit-damages-claimed Court of Appeal recognises "onerous clause doctrine" where terms are incorporated by reference https://www.hsfkramer.com/notes/bankinglitigation/2025-11/court-of-appeal-recognises-onerous-clause-doctrine-where-terms-are-incorporated-by-reference Supreme Court reshapes UK competition class actions landscape https://www.hsfkramer.com/notes/bankinglitigation/2025-12/supreme-court-reshapes-uk-competition-class-actions-landscape Government to legislate for enforceability of litigation funding agreements based on a share of damages https://www.hsfkramer.com/notes/bankinglitigation/2025-12/government-to-legislate-for-enforceability-of-litigation-funding-agreements-based-on-a-share-of-damages Banking Litigation Yearbook and broader Disputes Yearbook for 2025 https://www.hsfkramer.com/notes/bankinglitigation/2025-12/banking-litigation-yearbook-and-broader-disputes-yearbook-for-2025 2026 Global FSR Outlook: The Human Element | Herbert Smith Freehills Kramer | Global law firm https://www.hsfkramer.com/notes/bankinglitigation/2026-01/2026-global-fsr-outlook-the-human-element

In this episode of Insurance Bites, Greig Anderson, Partner, and Sarah Irons, Knowledge Counsel, from the Insurance & Professional Risks team, look at key developments impacting policyholders and the risks they face in the coming months. Topics explored include cyber risks and AI, evolving liability exposures (including changes to product liability legislation, PFAS and what is new in climate change related litigation), developments relevant to D&O cover, Government proposals on captives and SME terrorism cover. Below you can find links to our blog posts on the developments and cases covered in this podcast: • HSF Kramer AI Tracker – Tracking AI law and policy globally https://www.hsfkramer.com/insights/reports/ai-tracker • UK government looks set to introduce ransomware payment ban and mandatory reporting https://www.hsfkramer.com/notes/cybersecurity/2025-posts/uk-government-looks-set-to-introduce-ransomware-payment-ban-and-mandatory-reporting • Major changes to UK Cyber Legislation: Cyber Security and Resilience Bill published in UK Parliament https://www.hsfkramer.com/notes/cybersecurity/2025-posts/major-changes-to-uk-cyber-legislation-cyber-security-and-resilience-bill-published-in-uk-parliament • UK Jurisdiction Taskforce consults on draft legal statement on liability for AI harms https://www.hsfkramer.com/notes/litigation/2026-01/uk-jurisdiction-taskforce-consults-on-draft-legal-statement-on-liability-for-ai-harms • UK Insurance Regulation: looking ahead to 2026 https://www.hsfkramer.com/notes/insurance/2026-posts/uk-insurance-regulation-looking-ahead-to-2026 • Modernising the redress system: Fair and reasonable changes? https://www.hsfkramer.com/notes/fsrandcorpcrime/2025-posts/modernising-the-redress-system-fair-and-reasonable-changes • Lliuya v. RWE – Landmark German ruling recognising potential liability in principle of a local emitter for climate change harms in a foreign jurisdiction https://www.hsfkramer.com/notes/esg/2025-posts/lliuya-v-rwe-landmark-german-ruling-recognising-potential-liability-in-principle-of-a-local-emitter-for-climate-change-harms-in-a-foreign-jurisdiction • Milieudefensie Takes Legal Action Against ING Over Climate Impact https://www.hsfkramer.com/notes/esg/2025-posts/milieudefensie-takes-legal-action-against-ing-over-climate-impact • High Court allows case to proceed against defendant companies domiciled in England despite claims having more real and substantial connection with Brazil https://www.hsfkramer.com/notes/litigation/2025-03/high-court-allows-case-to-proceed-against-defendant-companies-domiciled-in-england-despite-claims-having-more-real-and-substantial-connection-with-brazil • Preliminary update in case regarding Shell responsibility for legacy oil pollution in Nigeria https://www.hsfkramer.com/notes/esg/2025-posts/preliminary-update-in-case-regarding-shell-responsibility-for-legacy-oil-pollution-in-nigeria • FCA advances next steps on non-financial misconduct https://www.hsfkramer.com/notes/fsrandcorpcrime/2025-posts/fca-advances-next-steps-on-non-financial-misconduct • Capital markets – new UK prospectus regime in force from 19 January https://www.hsfkramer.com/notes/corporate/2026-posts/capital-markets-new-uk-prospectus-regime-in-force-from-19-january?utm_source=email&utm_medium=email&utm_campaign=vuture

In this episode, we are joined by Professor Ciaran Martin, one of the globe's leading cyber thought leaders. He is often called upon by Governments, Government agencies and the private sector alike. He is also currently taking a leading educational role, demystifying the cyber space. Ciaran was the former head of the National Cyber Security Centre in the UK and played a critical role supporting the Australian Government in the creation of the Cyber Security Strategy. Our discussion with Ciaran was so interesting that we have broken it into two. In this part 1, we talk about Ciaran's various roles and how he has become such an important voice in the cybersphere. We also talk about the impact of geopolitics on the cyber threat. We know you are going to enjoy this discussion. Here we go...

This is the 35th episode of our series of commercial litigation update podcasts. In this episode we discuss some recent developments on litigation funding, opt-opt competition class actions and jurisdiction clauses, an important Privy Council decision on the "awareness requirement" in the tort of deceit, and the UK Jurisdiction Taskforce's draft legal statement on liability for harm resulting from AI. This episode is hosted by Maura McIntosh, a knowledge counsel in our commercial litigation team, who is joined by John Corrie, a banking litigation partner, and Camilla Macpherson, a knowledge lawyer in our disputes team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Public access to court documents: Commercial Court pilot https://www.hsfkramer.com/notes/litigation/2025-11/public-access-to-court-documents-commercial-court-pilot • Government to legislate for enforceability of litigation funding agreements based on a share of damages https://www.hsfkramer.com/notes/litigation/2025-12/government-to-legislate-for-enforceability-of-litigation-funding-agreements-based-on-a-share-of-damages • Supreme Court reshapes UK competition class actions landscape https://www.hsfkramer.com/notes/litigation/2025-12/supreme-court-reshapes-uk-competition-class-actions-landscape • Commercial Court dismisses application for stay on basis of English jurisdiction clause and forum non conveniens waiver clause https://www.hsfkramer.com/notes/litigation/2026-01/commercial-court-dismisses-application-for-stay-on-basis-of-english-jurisdiction-clause-and-forum-non-conveniens-waiver-clause • Privy Council holds that there is no legal requirement in the tort of deceit to show that a claimant was consciously aware of the representation made https://www.hsfkramer.com/notes/litigation/2025-11/court-of-appeal-overturns-high-courts-interpretation-of-deferred-consideration-clause/privy-council-holds-no-requirement-in-deceit-claimant-consciously-aware-representation • UK Jurisdiction Taskforce consults on draft legal statement on liability for AI harms https://www.hsfkramer.com/notes/litigation/2026-01/uk-jurisdiction-taskforce-consults-on-draft-legal-statement-on-liability-for-ai-harms See podcast episode transcript here: https://marketing.hsfkramer.com/20/36058/landing-pages/commercial-litigation-podcast-ep35-transcript-branded.pdf

Recorded on 26 November 2025 As 2026 gets underway, join Steve Bell, Rohan Doyle and Natalie Gaspar for a special combined episode of Inside Employment, IR and Safety. The team explores the key people related risks and opportunities facing employers, from payroll compliance and evolving WHS obligations to the impacts of AI, emerging technologies and organisational change, sharing practical insights to help businesses prepare for the year ahead.

The High Court issued judgment (in two parts) dismissing a Claims Management Company's judicial review application against the FCA. The judicial review sought to quash the FCA's decision to identify the firm in its announcement regarding the commencement of an investigation. Jon Ford, James Wood, and Michael Tan discuss the judgment and what it has to say about the "exceptional circumstances" test that the FCA will apply when deciding whether to identify firms under investigation. The judgment can be found here (Part 1): https://www.bailii.org/ew/cases/EWHC/Admin/2025/2614.html and here (Part 2): https://www.bailii.org/ew/cases/EWHC/Admin/2025/2615.html, and our blog post on the judgment can be found here: https://www.hsfkramer.com/notes/publiclaw/2025-posts/high-court-dismisses-challenge-to-naming-announcement-by-the-fca.

In this January wrap up edition of the public law podcast, Jasveer Randhawa is joined by HSF Kramer partners Nusrat Zar and James Wood. Together, they discuss the extent to which a contractual context limits the scope of judicial review by reference to the case of Rydon Group Holdings, before delving into a challenge brought under the European Convention on Human Rights in Greenpeace Nordic v Norway. They then touch on the second subsidy control case brought to the Competition Appeal Tribunal since the introduction of the Subsidy Control Act 2022. To conclude, they discuss the FCA's approach to publicity surrounding investigations in CIT v FCA, and the Court of Appeal's clarification of the compensation rights available under the National Security and Investment Act 2021 where national security interventions interfere with property rights. Speakers: Jasveer Randhawa (Knowledge Counsel), Nusrat Zar (Partner), and James Wood (Partner). You can find out more about the cases covered in this podcast on our blog at the following links: Contractual context limits scope of judicial review – but where does it leave us? https://www.hsfkramer.com/notes/publiclaw/2025-posts/contractual-context-limits-scope-of-judicial-review European Court of Human Rights adds to growing body of climate change caselaw https://www.hsfkramer.com/notes/publiclaw/2025-posts/european-court-of-human-rights-adds-to-growing-body-of-climate-change-caselaw New insights into legal challenges under the Subsidy Control Act 2022 https://www.hsfkramer.com/notes/publiclaw/2025-posts/new-insights-into-legal-challenges-under-the-subsidy-control-act-2022 High Court dismisses challenge to Naming Announcement by the FCA https://www.hsfkramer.com/notes/publiclaw/2025-posts/high-court-dismisses-challenge-to-naming-announcement-by-the-fca Court of Appeal clarifies compensation rights under the National Security and Investment Act 2021 https://www.hsfkramer.com/notes/publiclaw/2025-posts/court-of-appeal-clarifies-compensation-rights-under-the-national-security-and-investment-act-2021

In this episode, we explore the first crucial step in joining the HSF Kramer Solicitor Apprenticeship programme. Get insider tips on preparing your application, standing out in interviews, and what the firm looks for in prospective apprentices. Hear directly from our Early Careers Recruitment team and current apprentices about their experiences and advice to help you succeed from the start.

A summary of the most material developments expected in the next 6-12 months which will be of relevance to UK listed companies.

In this episode of the Herbert Smith Freehills Kramer Tax Podcast, Tax Bites, partner Toby Eggleston, Associate Dan Beratis, and Ryan Leslie delve into the Full Federal Court's decision in the Commissioner of Taxation v Hicks case. They discuss the background, facts, and history of the case, which involved a fashion retail business named City Beach, its restructure, and the tax implications under Section 45B and Part IVA of the 1936 Act. The episode covers the court's reasoning, the taxpayer's and commissioner's arguments, and key takeaways from the case, including the interpretation of Section 45B, the role of purpose in tax legislation, and the application of anti-avoidance rules. Additionally, insights from the recent PepsiCo decision and the potential impacts on future tax cases are explored. 00:10 Introduction and welcome 00:29 Case background and facts 02:53 Restructure details 04:40 Commissioner's response 06:35 Full Federal Court's reasoning 07:51 Section 45B analysis 17:41 Part IVA analysis 24:10 Conclusion and final thoughts

Join Knowledge Counsels, Liz Kantor and Vanessa Naish, together with special guest Craig Tevendale, Partner and head of the HSF Kramer arbitration group in London, as they explore the most significant English arbitration cases and developments of 2025. In this episode, they discuss recent case law on the boundaries of arbitral confidentiality, time limits for challenging awards and competing dispute resolution clauses. They also look ahead to major decisions expected in 2026 on state immunity and the purpose and limits of the New York Convention. Offering practical insights for practitioners and clients navigating the evolving landscape of English arbitration, this episode will ensure that you stay on top of the latest trends and judgments shaping the field of commercial arbitration.

If you have just one podcast on your holiday listening list, this is it ¬— our Cross Examining Cyber: 2025 Summer Wrapped Podcast Special. In this episode, we bring together highlights from the last 12 months. Pearls of wisdom from our various podcast guests including the National Cyber Security Coordinator, Lt Gen Michelle McGuinness, CyberCX's Alistair MacGibbon, Karen Kukoda from Google Mandiant, CEO of the AICD Mark Rigotti, Tamir Maltz (Australia's leading cyber injunction barrister), Bruce Tonkin (CEO of auDA) and our very own Carolyn Pugsley, Christine Wong and Peter Jones. This is Cross Examining Cyber's 2025 Summer Wrapped Podcast Special. Here we go…

As 2025 draws to a close, join presenters Steve Bell, Rohan Doyle and Natalie Gaspar for a special combined episode of Inside Employment, IR and Safety, reflecting on the year that was. In this final episode for 2025, we unpack the key developments in Employment, IR and Safety that shaped workplaces this year, and share lessons learned and tips for employers.

In this FESTIVE SPECIAL edition of our banking litigation podcast, we consider some recent cases that will be most relevant to in-house lawyers at banks and financial institutions. This episode is hosted by John Corrie, a partner in our banking litigation team, who is joined by Ceri Morgan and special guests Sarah Penfold, Charlotte Benton, Alexander Gridasov, Tom Wyer, Nic Patmore, Scott Warin and Tim Kyriakou. You can find links to our blog posts on the case covered in this podcast below: • High Court finds default interest clause in loan agreement is not an unenforceable penalty https://www.hsfkramer.com/notes/bankinglitigation/2025-11/high-court-finds-default-interest-clause-in-loan-agreement-is-not-an-unenforceable-penalty • County Court rejects discrimination claim on procedural grounds but finds refusal of financial services because a company is Russian owned would amount to direct discrimination https://www.hsfkramer.com/notes/bankinglitigation/2025-11/county-court-rejects-discrimination-claim-on-procedural-grounds • Privy Council holds that there is no legal requirement in the tort of deceit to show that a claimant was consciously aware of the representation made https://www.hsfkramer.com/notes/bankinglitigation/2025-11/privy-council-holds-that-there-is-no-legal-requirement-in-the-tort-of-deceit-to-show-that-a-claimant-was-consciously-aware-of-the-representation-made • High Court dismisses judicial review challenge of FCA's Naming Announcement https://www.hsfkramer.com/notes/bankinglitigation/2025-11/high-court-dismisses-judical-review-challenge-of-fcas-naming-announcement • High Court confirms that non-authorised fee earners cannot conduct litigation https://www.hsfkramer.com/notes/litigation/2025-10/what-can-a-non-admitted-fee-earner-do-when-working-on-litigated-matters • Commercial Court pilot will mean many more court documents publicly available by default from 1 January 2026 https://www.hsfkramer.com/notes/bankinglitigation/2025-09/commercial-court-pilot-will-mean-many-more-court-documents-publicly-available-by-default-from-1-january-2026 • 2025 Global Bank Review - Innovating amid turbulence https://www.hsfkramer.com/notes/bankinglitigation/2025-11/2025-global-bank-review-innovating-amid-turbulence Don't forget to subscribe to the banking litigation blog https://hsfnotes.com/bankinglitigation/subscribe/

In this episode, Steve Bell, Aaron Anderson and Olga Klimczak explore the evolving responsibilities of directors in managing workplace safety. The discussion covers critical hazards and controls, the impact of Queensland legislation, and the three pillars of managing critical risks effectively – diligence, governance, and reporting and transparency. Our hosts unpack how directors can maintain visibility over governance structures while meeting growing expectations for accountability. We also examine the role of regulators in workplace investigations and the challenges posed by the sheer volume and pace of regulatory change. Tune in to gain practical insights on strengthening governance frameworks and staying ahead in a rapidly shifting compliance landscape.