Herbert Smith Freehills Podcasts

In this episode of the Herbert Smith Freehills Kramer Tax Bites podcast, hosts Toby Eggleston and Professor Graham Cooper discuss the significant implications of the proposed Section 899 under President Trump's 'One Big, Beautiful Bill' Act. They delve into how these retaliatory taxes imposed by the US aim to counteract what are perceived to be unfair or discriminatory foreign taxes, particularly affecting Australian companies. The discussion covers the legislative background, specific unfair taxes such as undertaxed profits rules, digital services taxes, and diverted profits taxes. They also explore the potential consequences for Australian taxpayers, the Australian government's actions, and the broader impact on the international tax regime. 00:10 Introduction and Greetings 00:31 Overview of Section 899 and Its Implications 00:56 Background and Legislative Process 01:52 Impact on Australian Firms and Government 05:26 Unfair Foreign Taxes Defined 10:29 Potential Triggers and Affected Taxes 11:53 Impact on Australian Taxpayers and Government 16:52 Modifications to BEAT Rules 20:50 Treaty Interactions and Future Implications 23:23 Conclusion and Final Thoughts

This is the 31st episode of our series of commercial litigation update podcasts. In this episode we will discuss fake authorities, the Hague 2019 judgments convention, the Civil Justice Council's report on litigation funding, a recent decision where the English court has accepted jurisdiction despite acknowledging that the case had a closer connection with Brazil, and some interesting recent cases on responding to proceedings and inadvertent disclosure of privileged material. This episode is hosted by Maura McIntosh, a knowledge counsel in our commercial litigation team, who is joined by Neil Blake, a disputes partner, and Tracey Lattimer, a knowledge lawyer in the commercial litigation team. Below you can find links to our blog posts on the developments and cases covered in this podcast. Links • Court lambasts citation of fake authorities in proceedings and orders wasted costs - https://www.hsfkramer.com/notes/litigation/2025-05/court-lambasts-citation-of-fake-authorities-in-proceedings-and-orders-wasted-costs • The Hague 2019 Judgments Convention: Bolstering the UK's position as a jurisdiction of choice for international dispute resolution - https://www.hsfkramer.com/notes/litigation/2024-06/the-hague-2019-cudgments-convention-bolstering-the-uks-position-as-a-jurisdiction-of-choice-for-international-dispute-resolution • Civil Justice Council's final report on litigation funding recommends "light touch" statutory regulation - https://www.hsfkramer.com/notes/litigation/2025-06/civil-justice-councils-final-report-on-litigation-funding-recommends-light-touch-statutory-regulation • 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 • High Court declines to extend time for defendant to challenge court's jurisdiction, despite claim form having been served out of time - https://www.hsfkramer.com/notes/litigation/2025-04/high-court-declines-to-extend-time-for-defendant-to-challenge-courts-jurisdiction • High Court grants permission to rely on inadvertently disclosed privileged documents where the mistake was not obvious - https://www.hsfkramer.com/notes/litigation/2025-05/high-court-grants-permission-to-rely-on-inadvertently-disclosed-privileged-documents-where-the-mistake-was-not-obvious See podcast episode transcript here - https://marketing.hsfkramer.com/20/33497/landing-pages/commercial-litigation-podcast-transcript-ep31.pdf

Changes are being made to company law, to tackle fraud and boost transparency. The changes affect pension schemes. In particular, trustee directors will in future need to verify their identity. Isobel Hoyle from our corporate team joins to discuss. She explains what identity verification will involve, and flags other points which should be on the radar of trustees and employers. For more on identity verification and the changes generally, click here for a suite of guides published by Isobel and colleagues. Subscribe to the HSF Pensions Notes Blog here: https://www.hsfkramer.com/notes/pensions/subscribe

In this episode we talk about auction procedures under the Takeover Code. We discuss: • what an auction procedure is; • when they are used; and • how they work.

After initial scepticism, Crypto is making its way into the UK regulatory perimeter. In the sixth episode of the FSR Brief, Jon Ford and Michael Tan are joined by Chris Ninan and Elizabeth Stephens to discuss the road to regulation, with a focus on the recently published statutory instrument https://www.gov.uk/government/publications/regulatory-regime-for-cryptoassets-regulated-activities-draft-si-and-policy-note from the UK Government, and the FCA's "DP25/1: Regulating cryptoasset activities". https://www.fca.org.uk/publication/discussion/dp25-1.pdf We explore how the Government and the FCA propose to balance the promotion of growth of the Crypto industry with the need to protect consumers. This episode supplements the podcast by our FSR advisory team on the Top 3 Takeaways from the new Crypto Rules https://soundcloud.com/hsfkramer/fsr-the-new-uk-crypto-rules, and the blog post about the draft rules https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/uk-cryptoassets-regime-the-draft-rules-have-landed.

Marina Reason and Ioannis Asimakopoulos discuss the scope of the new UK crypto rules and highlight the top 3 takeaways. They consider the draft legislation that will bring certain cryptoassets within the financial services regulatory perimeter. They also outline the key aspects of a related Financial Conduct Authority (FCA) discussion paper that sets out the FCA's initial proposals for regulating these new activities. Speakers: Marina Reason, Partner, Financial Services Regulation, London and Ioannis Asimakopoulos, Senior Associate, Financial Services Regulation, London.

Tune into our 27th episode of Inside IR, in which IR experts Rohan Doyle (Partner) and Emma Vautin (Senior Associate) are joined by Steve Bell, Managing Partner and Safety lead, to discuss “Managing picket lines at the workplace – the crossover between IR and safety”. In this episode, the team share their extensive experience in working alongside clients in managing pickets outside their workplaces and reflect on what they see as an increasing frequency of workplace pickets. Steve, Emma and Rohan reflect on the harm that obstructive pickets can cause, the psychosocial health and safety risks that they sometimes present, and share tips on how employers and principals can promote safe access to and egress from their worksites during these events.

Artificial intelligence is upon us, but are schemes ready? Trustees may not yet be offering AI tools, but members have been quick off the mark. In this second episode, we discuss how members are using AI, before closing with practical tips for trustees. Our guest, again, is comms consultant Thomas Joy (Quietroom). Subscribe to our Pensions Notes Blog here: www.herbertsmithfreehills.com/notes/pensions/subscribe

Tim Stutt, Anna Coroneo and Isabella Kelly delve into the integration of sustainability reports into annual reports, exploring the challenges and strategies for clear and effective climate-related disclosures. They cover a broad spectrum of topics including the potential for ASIC relief applications, complexities of cross-referencing and implications of the modified liability regime. They share insights from the latest ASIC sustainability guidance released in March 2025 and practical tips for ensuring compliance and effective communication in your sustainability reporting.

Karen is a genuine global leader in the cyber-legal space. She manages the relationship between Google Mandiant and its law firm and insurance partners. She has had a remarkable cyber career…think FireEye, Safeguard Cyber, Mandiant and now Google Mandiant! Karen and I caught up at the IAPP Global Conference in Washington D.C. and then again at the RSAC Conference in San Francisco. We recorded this session as some 50,000 cyber experts took over downtown San Francisco. If you want to know more about the interaction between law firms and cyber forensic firms, this podcast is for you. Karen shares her views on the current threat landscape, the role of the cyber-forensic expert, the remarkable rise of the Google Mandiant cyber team and successful engagement with law firms / legal teams. A proud Buffalonian and fierce advocate for women in cyber. This is cross-examining Karen Kukoda. Here we go…

In the first episode of the podcast, hosted by Steve Bell and Nerida Jessup, we focus on a contemporary issue for Australian workplaces - psychosocial health and safety. Traditionally centred on physical risks, there has been a significant shift over the past five years towards managing non-physical risks such as bullying and sexual harassment. This now includes considerations on how work is performed, allocated, and designed to help employees thrive. This episode highlights the increased regulation and enforcement in this area more recently, emphasising the need for developing risk registers to identify psychosocial risks and implementing consistent controls. It also notes the growing expectation for HR and people and culture teams to adopt the language of work health and safety and risk management, offering practical tips on how to effectively manage these changes.

In this episode of the Talking Shop podcast, we delve into the role of Intellectual Property (IP) as a tool for sustainability. We explore how technology and IP can be leveraged to reduce waste while simultaneously increasing value for a brand, and the balance between innovation, sustainability, and IP protection.

Artificial intelligence is upon us, but are schemes ready? Like it or not, members are already turning to AI to guide their pension decisions. In the first of two episodes, we focus on the opportunities and challenges for trustees. Thomas Joy, from comms consultants Quietroom, joins to discuss with pensions partner Michael Aherne. Subscribe to the HSF Pensions Notes Blog here: https://www.herbertsmithfreehills.com/notes/pensions/subscribe

Talking Shop EP19: Global M&A trends in the consumer sector by Herbert Smith Freehills Podcasts

In our first episode of The Third Wheel for 2025, Tim Stutt, Anna Coroneo and Suzannah Hewson explore the key themes and latest trends in climate and sustainability reporting both globally and in Australia. They offer practical advice for companies preparing for new regulatory requirements and conducting climate reporting readiness initiatives, including gaps analysis, data management, and stakeholder engagement. They also explore broader ESG issues, such as integrating ESG into risk management and procurement processes, and the future of nature-related reporting.

In this edition of our banking litigation podcast, we discuss and debate 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 Ariel Wiebe. You can also listen on Apple, Spotify, Buzzsprout and SoundCloud, and find links to our blog posts on the cases covered in this podcast below: • Court of Appeal confirms that dishonesty is essential ingredient in half-secret commission claims https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/court-of-appeal-confirms-that-dishonesty-is-essential-ingredient-in-half-secret-commission-claims • High Court confirms 5,800 motor finance claimants can use omnibus claim forms and do not need to issue separate claim forms https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-motor-finance-claimants-can-use-omnibus-claim-forms-and-do-not-need-to-issue-separate-claim-forms • High Court confirms no novel "retrieval" duty owed by receiving banks to non-customers https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-no-novel-retrieval-duty-owed-by-receiving-banks-to-non-customers • High Court rules in favour of APP fraud victims in "derivative" action against PSP for breach of so-called Quincecare duty https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-04/high-court-rules-in-favour-of-app-fraud-victims-in-derivative-action-against-psp-for-breach-of-so-called-quincecare-duty • Banking litigation podcast episode 51: Quincecare special – March 2025 https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/Banking-litigation-podcast-episode-51--Quincecare-special-%E2%80%93-March-2025 • High Court finds Letter of Comfort creates binding guarantee and Ralli Bros principle not engaged where foreign illegality arises from failure to seek regulatory permission https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-letter-of-comfort-created-binding-guarantee-ralli-bros-principle • Asymmetric jurisdiction clauses: CJEU finds jurisdiction clause in favour of EU courts may be valid despite giving one party greater choice https://www.herbertsmithfreehills.com/notes/litigation/2025-03/Asymmetric-jurisdiction-clauses--CJEU-finds-jurisdiction-clause-in-favour-of-EU-courts-may-be-valid-despite-giving-one-party-greater-choice- • Hedging: where is the dividing line? https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-04/Hedging--where-is-the-dividing-line- • Biannual Banking Litigation Update (Spring 2024) https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/bi-annual-banking-litigation-update-spring-2025 Don't forget to subscribe to the banking litigation blog. https://hsfnotes.com/bankinglitigation/subscribe/

As part of Government's relentless drive to grow the economy, regulators have been challenged on how they can support the growth agenda. In Episode 5 of the FSR Brief, Jon Ford and Michael Tan are joined by Jenny Stainsby and Tim Parkes to discuss how this is playing out in Financial Services, and how regulators are responding. At the same time as going "God on Growth", the FCA has fired up the debate about where the balance should lie between consumer protection and risk taking, and where the "sweet spot" lies between over and under regulating.

In this episode of the Herbert Smith Freehills Tax Podcast, partner Toby Eggleston and consulting Professor Graham Cooper discuss recent tax policy announcements from both major political parties in light of the upcoming election. They focus on measures affecting large businesses, small businesses, and individuals and on unenacted measures and the implications of these policies for businesses and taxpayers. also touch on the impact of global tax trends, specifically the OECD's pillar one and pillar two frameworks. 00:10 Introduction and Welcome 00:37 Election Cycle Updates 01:50 Tax Proposals for Individuals 08:49 Tax Proposals for Small Businesses 15:15 Venture Capital and Fuel Excise 18:01 Unenacted Measures and Future Proposals 28:47 Conclusion and Final Thoughts

Reforms to the ‘tipping off' offence under section 123 of the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) came into force from the 31st of March. The revised offence differs significantly from the former regime and will have significant implications for the day-to-day practices of many Australian businesses. In this episode, HSF Partners Bryony Adams and Alice Molan, and Senior Associate Daniel Hyde, outline how the revised offence differs from the former, discuss key themes emerging from AUSTRAC's recently released guidance, and provide some thoughts on what the reforms might mean for reporting entities and others.

In this Easter edition of the public law podcast, Jasveer Randhawa is joined by HSF partners Nusrat Zar and James Wood. Together, they discuss the application and availability of public law in a contractual context. They then delve into the cases of Sarcp and Clifford to consider the duty to consult and the Gunning principles. To conclude, they explore approaches to the extension of Convention rights and reflect on public law courts' willingness to carry out and safeguard their role in cases ranging from environmental protection to unfairness relating to policy changes. Don't forget to subscribe to the channel to receive updates on future episodes: https://soundcloud.com/herbert-smith-freehills 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: Court of Appeal finds contractual dispute resolution process amenable to judicial review https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/Court-of-Appeal-finds-contractual-dispute-resolution-process-amenable-to-judicial-review- How (not) to consult: consultation and the Gunning principles in operation https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/how-not-to-consult-consultation-and-the-gunning-principles-in-operation No interest here: High Court refuses to extend extraterritorial scope of the European Convention on Human Rights https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/no-interest-here-high-court-refuses-to-extend-extraterritorial-scope-of-the-european-convention-on-human-rights European Court of Human Rights finds first violation of Convention rights based on climate change https://www.herbertsmithfreehills.com/notes/publiclaw/2024-04/european-court-of-human-rights-finds-first-violation-of-convention-rights-based-on-climate-change European Court of Human Rights finds state failure to deal with decades of large scale pollution breaches right to life https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/European-Court-of-Human-Rights-finds-state-failure-to-deal-with-decades-of--large-scale-pollution-breaches-right-to-life

In this episode, we cross examine Mark Rigotti, Managing Director and Chief Executive Officer of the Australian Institute of Company Directors (AICD), technically the largest director institute in the world with 53,000 members. Mark has had a remarkable career, including as Global CEO at Herbert Smith Freehills for two terms over 2014-2020 (based in London). He was also Chair of the firm's Global Executive, Chair of the Global Diversity & Inclusion Group and a Member of the HSF Global Partnership Council. Prior to becoming the Global CEO of HSF, he led a number of practice groups including the Banking and Finance Group as well as the Corporate Group. In this podcast we go deep into cyber governance, we look at the role of the AICD, the challenges faced by the board before / during an incident, how you measure risk for your businesses and make risk based decisions. We also take a closer look at trust at the board table – both between directors and between management. I had to ask Mark about the role of the lawyer in cyber…his observations are spot on. Thanks again for listening. This is Cross Examining Mark Rigotti, CEO of the AICD. Here we go…

In this episode we discuss "bear hugs", that is where a potential bidder for a target goes public about its possible offer without the target board's consent and appeals directly to the target's shareholders. We talk about: • why a bear hug might be used by a bidder; • where we have seen them used in recent months; and • why we are seeing more of them.

Join our experts as they discuss how to approach legal professional privilege in the context of collaboration platforms such as Microsoft Teams, Slack and WhatsApp, particularly in light of possible requirements to produce documents to regulators, discovery obligations and other litigation processes.

Recorded 31 March 2025 This election special of Inside IR looks at the upcoming 2025 Australian Federal Election through an industrial relations and employment lens. Given the vast amount of reform over the last 3 years, what does the next term of federal politics look like? Our team explores how the major parties are approaching their election campaigns, as well as the key roles that the independents are once again expected to play. Drew Pearson (Partner) and Natalie Gaspar (Partner) first set the scene with a brief history on IR reform over the last couple of decades and how we arrived where we are today, and discuss the potentially crucial role of the independents in the next Parliament. Wendy Fauvel (Partner) and Rommo Pandit (Executive Counsel) then touch on the ALP's agenda, and the ACTU's proposals that we may see the ALP adopt, including in relation to bargaining, superannuation, consultation and AI, and whistleblowing.

Transparency in AI - The legal principles governing decision-making by public authorities and regulators In this edition of the Herbert Smith Freehills Public Law Podcast, Andrew Lidbetter and Hannah Lau explore the issue of transparency in AI-driven decision-making which involves AI public bodies and regulators. With AI being used increasingly to inform regulatory and public body decisions, we discuss the challenge that a potential lack of transparency poses and explore the current legal position. We unpack how pre-established legal principles might assist (or may need to evolve) in holding regulators and public bodies accountable when it comes to transparency in decision-making which involves AI. Join us as we reflect on some of the legal complexities in this ever-developing area.

In this latest episode of Insurance Bites, partners Greig Anderson and Antonia Pegden and associate Meena Mariadassou explore the insurance implications of the motor finance broker commission cases (Johnson v FirstRand Bank; Wrench v FirstRand Bank; Hopcraft v Close Brothers). The Supreme Court hearing of this case begins this morning, and could have significant consequences for financial services policyholders in the UK - this episode gives an overview of the case, and practical steps to take from a coverage perspective. You can find links to our blogs and podcasts on the cases covered in this podcast below: • Court of Appeal finds lenders liable in motor finance broker commission cases https://www.herbertsmithfreehills.com/notes/insurance/2024-posts/Court-of-Appeal-finds-lender-liable-in-motor-finance-broker-commission-cases- • Secret commissions and indemnity policies: Insurance implications of Court of Appeal broker commissions decision in Johnson v FirstRand https://www.herbertsmithfreehills.com/notes/insurance/2024-posts/secret-commissions-and-indemnity-policies-insurance-implications-of-court-of-appeal-broker-commissions-decision-in-johnson-v-firstrand • High Court confirms 5,800 motor finance claimants can use omnibus claim forms and do not need to issue separate claim forms https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-motor-finance-claimants-can-use-omnibus-claim-forms-and-do-not-need-to-issue-separate-claim-forms • Motor Finance: Where are we and where next? https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/motor-finance--where-are-we-and-where-next

In our second episode on DC consolidation, we look overseas. The Government has held up Australia as a role model. We discuss the rise of the Australian "supers", and the way in which they invest. What are the lessons for the UK consolidation journey? From our Sydney office, leading financial services lawyer Maged Girgis shares his thoughts. Subscribe to the HSF Pensions Notes Blog here: https://www.herbertsmithfreehills.com/notes/pensions/subscribe

Given the recent commencement of criminal wage thefts laws, increase in the maximum civil penalties that can be awarded for wage non-compliance, and focus of the Fair Work Ombudsman on prosecuting wage non-compliance, it is more important than ever to get wage compliance right. But there is a feature of our industrial relations system that can sometimes make achieving compliance a rather difficult exercise…. We are of course talking about long, complex and ambiguous enterprise agreements. Many employers are saddled with enterprise agreements that are, at best, confusing, and at worst, internally inconsistent. They are a product of decades of enterprise bargaining – where words that were crafted 30 or so years ago have either been left as they were and considered too difficult to modernise, or been added to over time resulting in an unwieldly hodgepodge of obligations, entitlements, exceptions, and conditions. The cost and risk to business of managing compliance with these types of instruments is significant yet attempts to modernise terms during enterprise bargaining processes are often met with resistance. In our latest episode of our market-leading industrial relations podcast Inside IR, Partner Rohan Doyle and Senior Associate Mitchell Brennan grapple with this problem and explore potential solutions. Rohan and Mitchell: • provide a refresher on the potential consequences of long, complex, and ambiguous enterprise agreements, including in light of recent IR reform; • reflect on the reasons as to why some enterprise agreements have become a source of a significant non-compliance risk, and compliance cost, for some employers; and • explore various paths that employers can take – both inside and outside of bargaining – to achieve clearer terms and conditions that are easier and more cost effective to comply with.

This episode brings together our CC&I and ESG teams to consider supply chain risks, both in the context of failure to prevent fraud and of broader sustainability issues. Elizabeth Head, Kate Meakin and Rebecca Chin discuss whether suppliers are associated persons for the purposes of failure to prevent fraud, increased international expectations and requirements around human rights and environmental due diligence on supply chains, and the steps that companies can consider taking to address these risks. Further information on the topics covered in this episode can be found in these links: • A summary of failure to prevent fraud is here https://marketing.hsf.com/20/33497/landing-pages/des0003152-v1.pdf • Further information on ESG and money laundering issues in supply chains is here https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2024-posts/court-of-appeal-decision-shines-a-spotlight-on-esg-and-money-laundering-issues-in-supply-chains • Information on the EU forced labour ban is here https://www.herbertsmithfreehills.com/insights/2025-01/eu-council-adopts-ban-on-products-made-with-forced-labour • Information on the Corporate Sustainability Due Diligence Directive is here https://www.herbertsmithfreehills.com/insights/2024-03/corporate-sustainability-due-diligence-to-become-mandatory-across-the-eu • We discuss UK calls for the introduction of mandatory human rights due diligence here https://www.herbertsmithfreehills.com/insights/2025-01/uk-house-of-lords-select-committee-calls-for-the-introduction-of-mandatory-human-rights-due-diligence • We discuss the EU's Omnibus proposals here https://www.herbertsmithfreehills.com/notes/esg/2025-posts/The-EU-Omnibus-Package-%E2%80%93-What-do-we-know-so-far- • To receive our latest ESG insights, sign up to our ESG Newsletter here https://www.herbertsmithfreehills.com/notes/esg/subscribe/

In this 30th episode of our series of commercial litigation update podcasts, we will discuss some recent decisions on privilege, a couple of high-profile cases on aspects of insolvency litigation, and some interesting cases on assignment and remedies. This episode is hosted by Maura McIntosh, a knowledge counsel in our commercial litigation team, who is joined by Andrew Cooke, a disputes partner, and Camilla Macpherson, a knowledge lawyer in the commercial litigation team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Litigation privilege: High Court finds privilege applies to valuation report prepared for potential company sale https://www.herbertsmithfreehills.com/notes/litigation/2025-03/Litigation-privilege--High-Court-finds-privilege-applies-to-valuation-report-prepared-for-potential-company-sale- • High Court dismisses late application for disclosure of transcripts of audio files despite rejecting claim for litigation privilege https://www.herbertsmithfreehills.com/notes/litigation/2025-03/high-court-dismisses-late-application-for-disclosure-of-transcripts-of-audio-files-despite-rejecting-claim-for-litigation-privilege • High Court rejects without prejudice privilege for audit report produced for purpose of settlement negotiations https://www.herbertsmithfreehills.com/notes/litigation/2025-03/high-court-rejects-without-prejudice-privilege-for-audit-report-produced-for-purpose-of-settlement-negotiations • Supreme Court confirms broad interpretation of section 423 Insolvency Act 1986 relating to transactions defrauding creditors https://www.herbertsmithfreehills.com/notes/litigation/2025-02/supreme-court-confirms-broad-interpretation-of-section-423-insolvency-act-1986-relating-to-transactions-defrauding-creditors • Court of Appeal finds bankruptcy petition cannot be presented on basis of unrecognised foreign judgment https://www.herbertsmithfreehills.com/notes/litigation/2025-02/court-of-appeal-finds-bankruptcy-petition-cannot-be-presented-on-basis-of-unrecognised-foreign-judgment • New claimant could not be substituted to breach of warranty claim where purported assignment ineffective https://www.herbertsmithfreehills.com/notes/litigation/2025-02/new-claimant-could-not-be-substituted-to-breach-of-warranty-claim-where-purported-assignment-ineffective • Court of Appeal upholds decision to reduce damages to reflect benefit claimant received as a result of steps taken to mitigate its loss https://www.herbertsmithfreehills.com/notes/litigation/2025-02/court-of-appeal-upholds-decision-to-reduce-damages-to-reflect-benefit-claimant-received-as-a-result-of-steps-taken-to-mitigate-its-loss Link to podcast transcript: https://marketing.hsf.com/20/33497/landing-pages/commercial-litigation-podcast-transcript-ep30.pdf

The Adverb that Changed Everything: Arbitration, State Immunity and the case of General Dynamics v Libya Join Liz Kantor, Vanessa Naish, and guest, Andrew Cannon, as they explore the fascinating intersection of arbitration and state immunity in the Court of Appeal's decision in General Dynamics v Libya. They unravel how the addition of a single adverb in an arbitration clause could waive a state's immunity from execution. Discover the implications of this case for the enforcement of arbitral awards against states and the importance of precise drafting in arbitration agreements.

In this episode we talk about the Primary Market Bulletin 54 published by the FCA on the leaking of inside information on M&A transactions. We discuss: • the issues that the FCA identifies; • how the leaking of information may be unlawful disclosure under the UK Market Abuse Regulation; and • the warnings the FCA is giving to individuals, issuers and advisers.

The Regulator has wide-ranging powers of investigation. Among other things, it can issue a "section 72 notice" – a demand for documents and information. In this episode, we discuss when the Regulator can come knocking, and how trustees or employers should respond. As a firm, we have supported various clients faced with Regulator demands. Associate Phillipine Wiegand-Forson shares her thoughts. Subscribe to the HSF Pensions Notes Blog here: https://www.herbertsmithfreehills.com/notes/pensions/subscribe

On the inaugural episode of the Inside Employment podcast series, hosts Anthony Wood, Partner, and Lucy Boyd, Executive Counsel, welcomed Katie Bull, Senior Associate, for a discussion on their top 5 predictions for major issues and developments which are likely to affect Australian employers in 2025, including: 1. The continued prominence of underpayment and compliance issues; 2. A focus on workplace psychosocial health, including a rise in investigations and prosecutions; 3. Diversity and Inclusion (or, “DEI”) backlash in Australia; 4. Increased workplace investigations, whistleblower activity and individual claims; and 5. The impact of Labor's first term “Secure Jobs, Better Pay” and “Closing Loopholes” reforms, and the imminent Federal Election and potential further reform.

The UK Financial Conduct Authority (FCA) has announced its decision to drop its controversial proposals published last year to name firms it is investigating at an early stage and before any findings of misconduct have been made (sometimes referred to as 'name and shame'). In this episode of the FSR Brief, Jon Ford and Michael Tan discuss the announcement and key outstanding questions and reflect on the FCA's consultation process and decision to ultimately reverse track. Read more on our blog post: https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/fca-u-turn

In this SPECIAL EDITION of our banking litigation podcast, we consider a key risk area for financial institutions handling client payments – the so-called Quincecare duty of care. This episode is hosted by John Corrie, who is joined by Ceri Morgan and special guests Jenny Stainsby and Scott Warin. The English courts continue to grapple with payment processing claims brought by both victims of authorised push payment (APP) fraud and companies subject to an internal fraud by an authorised signatory who has gone rogue. While the seminal Supreme Court decision in Philipp v Barclays [2023] UKSC 25 recalibrated the payment processing duties owed by banks, court guidance is still needed on what is required to meet the requisite standard on a case-by-case basis, and claimants continue to explore novel causes of action. Alongside numerous civil claims working their way through the courts, the Payment Systems Regulator has introduced the UK's APP fraud reimbursement scheme. In our latest podcast, we explain the current state of payment processing claims in a post-Philipp v Barclays world, offering insights into this rapidly changing area of law. You can find links to our blog posts on the cases covered in this podcast below: • Payment processing risks in a post-Philipp v Barclays world https://www.herbertsmithfreehills.com/notes/bankinglitigation/2024-posts/civil-litigation-payment-processing-risks-in-a-post-philipp-v-barclays-world • Facing into the UK's APP Fraud Reimbursement Requirement https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2024-posts/facing-into-the-UK-s-app-fraud-reimbursement-requirement • The Supreme Court's judgment in Philipp v Barclays: key takeaways for financial institutions executing customer payments https://www.herbertsmithfreehills.com/notes/bankinglitigation/2023-07/the-supreme-courts-judgment-in-philipp-v-barclays-key-takeaways-for-financial-institutions-executing-customer-payments • High Court dismisses Quincecare duty claim giving guidance on the scope and nature of the duty https://www.herbertsmithfreehills.com/notes/bankinglitigation/2022-06/high-court-dismisses-quincecare-duty-claim-giving-guidance-on-the-scope-and-nature-of-the-duty • Supreme Court upholds first successful claim for breach of the so-called "Quincecare" duty of care https://www.herbertsmithfreehills.com/notes/bankinglitigation/2019-10/supreme-court-upholds-first-successful-claim-for-breach-of-the-so-called-quincecare-duty-of-care • Court of Appeal judgment on scope and exclusion of 'Quincecare' duty of care https://www.herbertsmithfreehills.com/notes/bankinglitigation/2019-10/court-of-appeal-judgment-on-scope-and-exclusion-of-quincecare-duty-of-care • Latest APP fraud claim against receiving PSP: High Court refuses to strike out claim for unjust enrichment https://www.herbertsmithfreehills.com/notes/bankinglitigation/2024-posts/Latest-APP-fraud-claim-against-receiving-PSP--High-Court-refuses-to-strike-out-claim-for-unjust-enrichment • High Court considers novel APP fraud "retrieval duty" claim against both sending and receiving PSPs https://www.herbertsmithfreehills.com/notes/bankinglitigation/2024-03/high-court-considers-novel-app-fraud-retrieval-duty-claim-against-both-sending-and-receiving-psps Please subscribe to the podcast channel here http://hsffinancialservicesdisputes.buzzsprout.com/ to listen to our regular bite-sized broadcasts covering both litigation and regulatory developments for banks and other financial institutions.

The Government's megafund proposals have sparked plenty of debate. This episode focuses on the investment piece. Are schemes under-invested in the UK? If so, what are the relevant obstacles and opportunities? And will consolidation really move the dial, as the Government contends? Funds specialist Krishna Shorewala joins to discuss. Subscribe to the HSF Pensions Notes Blog here: https://www.herbertsmithfreehills.com/notes/pensions/subscribe

Changes to the Code rules on the companies to which the Takeover Code applies now in force In this episode of our public M&A podcast series, we talk about the changes to the Takeover Code that came into force on Monday 3 February 2025 and narrow the categories of company to which the Code applies. In the episode, we discuss: • the companies to which the Code still applies under the new rules; • which companies are no longer in scope and the transitional arrangements that apply to them; and • what happens when a company delists after 3 February 2025.

In this episode of our public M&A podcast series, we talk about the themes and trends we saw in public M&A activity in 2024. In the episode, we discuss: • activity levels generally; • trends we saw in public M&A; and • the outlook for 2025.

In the second episode of our Toolbox Podcast series, C&I Disputes Partner Dan Dragovic, and Senior Associate Stewart McWilliam, discuss current contracting trends in the construction and infrastructure market, and what those trends will mean for 2025 and beyond. With private equity and public spending increasingly driving the energy transition, and a ‘hot' contracting market pushing participants away from traditional contracting models, we discuss the lessons that can be taken from the last construction boom, some of the problems we foresee arising on new energy projects and how the nature of those projects might demand international arbitration as the dispute resolution process of choice.

Veronica Roberts (UK Head of Competition, Regulation and Trade), Peter Rowland (Of Counsel) and Ruth Allen (Knowledge Lawyer) share their insights into navigating competition law and FDI regulation in the pharmaceutical sector. Looking ahead to 2025, they highlight some key risks to be aware of and offer practical tips on pro-active steps that companies can take to address them. Topics discussed include the types of anti-competitive agreements that are likely to be in the regulatory spotlight, significant developments in respect of abuse of dominance, the growing risk of competition damages actions, the approach of the UK and EU regulators to so-called "killer acquisitions" and the sensitivities around foreign investment in the pharmaceutical sector.

In this third episode of the HSF FSR Brief, Jon Ford, Hywel Jenkins, Michael Tan and Elizabeth Stephens explore the FCA and FOS' recent Call for Input (CFI) on 'Modernising the Redress System'. They discuss the key aims of the CFI, current issues seen within the redress framework and suggest potential areas of reform to ensure the redress system works for stakeholders across the financial services industry. For further background and insight to the CFI, read our blog post here: https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/addressing-the-redress-system--the-time-for-change-is-now

Following the Federal Court's significant judgment in ASIC v Noumi Ltd in 2024, the Full Court has now made orders allowing the appeals and finding that Noumi did not waive privilege in the PwC report by disclosing it to ASIC under a voluntary disclosure agreement. While the Full Court's decision confirms that VDA arrangements can be an effective way to maintain legal professional privilege, Bryony Adams, Andrew Eastwood and Maritsa Samios explore why its reasons underscore the need for care to be taken before commissioning an investigation report, and entering into any limited waiver arrangement, such as VDAs.

Scheme mergers are common enough – but not like this one. The Arcadia case involved a merger of schemes in winding-up, with an overfunded scheme effectively bailing out a scheme in deficit. Why did the Court give its blessing? And what does this tell us about trustee powers and duties? Pensions Counsel Rob Klepka joins to discuss. Subscribe to the HSF Pensions Notes Blog here: https://www.herbertsmithfreehills.com/notes/pensions/subscribe

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 Sarah Penfold. You can find links to our blogs on the cases covered in this podcast below: • High Court finds lenders' exercise of contractual right to demand loan repayment is not subject to implied Braganza duty https://www.herbertsmithfreehills.com/notes/bankinglitigation/2024-posts/High-Court-finds-lenders--exercise-of-contractual-right-to-demand-loan-repayment-is-not-subject-to-implied-Braganza-duty- • Court of Appeal rejects attempt to bring securities class action using CPR 19.8 representative action as an "opt-in" procedure https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-01/Court-of-Appeal-rejects-attempt-to-bring-securities-class-action-using-CPR-19.8-representative-action-as-an--opt-in--procedure. • High Court refuses to allow representative action to be brought on behalf of copyright owners in IP case https://www.herbertsmithfreehills.com/notes/litigation/2025-01/high-court-refuses-to-allow-representative-action-to-be-brought-on-behalf-of-copyright-owners-in-ip-case • High Court considers whether "success fee" is payable by client to investment bank in respect of capital raise https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-01/High-Court-considers-whether--success-fee--payable-by-client-to-investment-bank-in-respect-of-capital-raise • High Court orders commercial parties to mediate shortly before trial https://www.herbertsmithfreehills.com/notes/litigation/2025-01/high-court-orders-commercial-parties-to-mediate-shortly-before-trial • Commercial Court declares arbitral tribunal lacks jurisdiction following bank's invocation of asymmetric option clause https://www.herbertsmithfreehills.com/notes/litigation/2025-01/commercial-court-declares-arbitral-tribunal-lacks-jurisdiction-following-bank-s-invocation-of-asymmetric-option-clause • Motor Finance: Where are we and where next? https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/motor-finance--where-are-we-and-where-next • Insight Alert: Global FSR Outlook 2025 – Perpetual Motion https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-01/Global-FSR-Outlook-2025--Perpetual-Motion Don't forget to subscribe to the banking litigation blog. https://hsfnotes.com/bankinglitigation/subscribe/

Following the publication of the long-awaited Government Guidance on reasonable fraud prevention procedures, this episode seeks to help organisations prepare for failure to prevent fraud, the new offence which will come into effect on 1 September 2025. As part of this episode, Kate Meakin, Elizabeth Head and Alexandra Fitzgerald discuss the Guidance and in particular how organisations should be implementing its principles-based approach. While the Guidance is not prescriptive, it does provide some helpful advice on what the Government intended by 'reasonable' fraud prevention procedures, which the speakers explore as well as providing some practical considerations that organisations should be giving thought to now and how they can best prepare over the coming months. You can also read our accompanying briefing on this topic, which is available on our blog. https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/ftpfraud-ready-sep25

In this 29th episode of our series of commercial litigation update podcasts, we focus on developments relating to class actions, where there has been a huge amount of activity over the past couple of months. We will discuss cases brought under the CPR 19.8 representative action proceedings, group litigation orders, and the competition collective proceedings regime in the Competition Appeal Tribunal. This episode is hosted by Maura McIntosh, a knowledge counsel in our litigation team, who is joined by Gregg Rowan, a disputes partner, and Joe Williams, a senior associate in our competition, regulation and trade team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Data class actions: Court of Appeal upholds decision blocking "opt-out" representative action for misuse of private information https://www.herbertsmithfreehills.com/notes/litigation/2024-12/data-class-actions--court-of-appeal-upholds-decision-blocking--opt-out--representative-action-for-misuse-of-private-information • High Court refuses to allow representative action to be brought on behalf of copyright owners in IP case https://www.herbertsmithfreehills.com/notes/litigation/2025-01/high-court-refuses-to-allow-representative-action-to-be-brought-on-behalf-of-copyright-owners-in-ip-case • Court of Appeal rejects attempt to bring securities class action using CPR 19.8 representative action as an "opt-in" procedure https://www.herbertsmithfreehills.com/notes/litigation/2025-01/court-of-appeal-rejects-attempt-to-bring-securities-class-action-using-cpr-19-8-representative-action-as-an--opt-in--procedure • High Court rejects "price/market reliance" for s.90A and Schedule 10A FSMA claims https://www.herbertsmithfreehills.com/notes/litigation/2024-11/high-court-rejects--price-market-reliance--for-s90a-and-schedule-10a-fsma-claims • High Court finds companies can assert privilege against their shareholders https://www.herbertsmithfreehills.com/notes/litigation/2024-11/high-court-finds-companies-can-assert-privilege-against-their-shareholders • Group litigation orders: Court of Appeal considers binding effect of decisions in test cases https://www.herbertsmithfreehills.com/notes/litigation/2024-12/group-litigation-orders--court-of-appeal-considers-binding-effect-of-decisions-in-test-cases • Court of Appeal finds claimants cannot be forced to pursue claims for environmental damage as "global claims" https://www.herbertsmithfreehills.com/notes/litigation/2024-12/court-of-appeal-finds-claimants-cannot-be-forced-to-pursue-claims-for-environmental-damage-as--global-claims- • Opt-out competition class action rejected due to unsuitability of proposed class representative (PCR) https://www.herbertsmithfreehills.com/notes/litigation/2025-01/opt-out-competition-class-action-rejected-due-to-unsuitability-of-proposed-class-representative-(pcr) • Competition class actions: First case to go to trial ends in failure https://www.herbertsmithfreehills.com/notes/litigation/2024-12/Competition-class-actions--First-case-to-go-to-trial-ends-in-failure

There is a lot of talk at the moment about AI Literacy, with requirements under the EU AI Act having come into force from 2 February 2025. During this espresso pod, Christine Young and Sian McKinley in the Employment team are joined by Morris Schonberg, a partner in the HSF Competition, Regulatory and Trade team in Brussels who is actively involved in clients' work and preparations related to the EU AI Act. Together they take a look at what AI Literacy actually means, and what employers in the EU and in the UK should be doing now.

In this episode, Partner Christine Wong, Senior Associate David Kim and Solicitor Raymond Sun discuss cybersecurity and the impact of AI in financial services.

It's the second episode of the HSF FSR Brief and this time the subject is the ongoing motor finance commissions saga. Jon Ford, Michael Tan, and Jack Moore discuss what the FCA has been up to, what is going on with its review into the industry, the links to claims due to be heard in the Supreme Court, and what might happen next. For background on motor finance commission, read our November 2024 note here: https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2024-posts/Court-of-Appeal-finds-lender-liable-in-motor-finance-broker-commission-cases-

As ESG remains top of the agenda for many regulators in the UK and across Europe, we wanted our first episode in 2025 to bring you up to speed on some of the main ESG developments in the UK in 2024 from a regulatory perspective, and what we expect to see at the intersection between ESG and competition / consumer regulation in the UK this year. Speakers: Susan Black, Partner, Competition, Regulation and Trade and co-Global Head of Consumer, Sam Tappenden, Senior Associate, Competition, Regulation and Trade and Kristien Geeurickx, Professional Support Consultant, Competition, Regulation and Trade