No-poach agreements – a competition infringement?

2024 saw an increase in action from the European Commission and the Competition and Markets Authority in relation to labour markets. In 2025, this is set to continue, with the CMA highlighting that it will be taking action in markets in relation to no poach agreements, non-competes and wage fixing.

In March 2025, the CMA concluded its first case in relation to labour markets. The CMA found that the BBC, IMG, ITV, Sky and BT had been exchanging information in relation to the rates of pay for freelancer production staff in the Sports Broadcasting field and had thereby breached the Chapter 1 prohibition against anti-competitive agreements. The investigation found that each of the companies had been exchanging information in relation to day rates and pay rises for freelance staff. Internal communications between the organisations involved set out that the intentions behind the exchange of information was to achieve “alignment and benchmark the rates” and to “present a united front” to avoid a bidding war on freelance rates. Meanwhile, an investigation by the CMA into no poach agreements in the fragrance market is ongoing.

How could it impact your business?

Recent action in the UK mirrors a similar enforcement trend in the European Union. In November 2024, the European Commission conducted unannounced investigations (dawn raids) at a number of sites in relation to no-poach agreements in the construction sector.

Moreover, a recent opinion issued by Advocate General Emilou confirmed that no poach agreements between competitors generally restrict competition “by object”, reinforcing the opinion put forward in an EC policy paper released in 2024. Of course, the opinion went on to clarify that context should be considered in relation to each assessment for anti-competitiveness. However, it is understood that justifications that will be accepted are limited.

What steps should you take?

Given the recent enforcement focus on no-poach agreements and wage fixing, in-house teams should review their internal policies and practices regarding benchmarking and information exchange with other employers. Organisations are encouraged to act quickly, as failure to do so could lead to substantial fines.

For those that do feel that they are engaging in practices which place them at risk of infringing competition law, the sports broadcasting investigation demonstrates the utility of the leniency regime, with Sky receiving no fines for its involvement in the infringement as a result of it being the first to come forward and blow the whistle on the anti-competitive practices.

Ban on writing, commissioning or publishing fake reviews

The Digital Markets, Competition and Consumers Act 2024 (DMCC) introduced a new banned practice in relation to online reviews. Under the DMCC, writing, commissioning or publishing fake reviews (or undisclosed incentivised reviews) will always be considered unfair, whether that review is in relation to your own business or another business, and whether it is on your platform or a third-party platform. The ban on fake reviews came into force with the consumer law provisions of the DMCC on 6 April 2025. On 4 April, the CMA introduced practice specific guidance for organisations seeking to comply with the change in the law.

How could it impact your business?

Under the DMCC a fake review is defined as “a consumer review that purports to be, but is not, based on a person’s genuine experience”. This includes entirely fictitious reviews, but also incentivised reviews where such an incentive is not disclosed, including (for example) where influencers make commission on sales, are provided a product free of charge, or are invited to events, but also where existing customers are offered future discounts in exchange for a review. In relation to incentivised reviews, the CMA guidance puts the burden on the trader to communicate to prospective incentivised reviewers that the fact that the review is incentivised must be disclosed.

The DMCC also prohibits publishing misleading reviews, or publishing review information in a misleading way. This change to the law has much more sweeping compliance consequences for businesses which use customer reviews as part of marketing efforts. When highlighting behaviours that would be considered misleading in relation to publishing reviews, the CMA includes:

• Cherry picking reviews (for example: prominently displaying or utilising positive reviews – whilst diminishing the appearance of negative reviews);

• Suppressing fake reviews;

• Omitting information as to how reviews have been written;

• Review merging - using reviews from one product to promote another, separate, product;

• Publishing outdated genuine reviews; and

• Displaying aggregated review information in a star rating where effective measures have not been taken to identify false reviews.

Under the DMCC, the CMA gained direct enforcement powers for consumer law, alongside the power to dawn raid organisations for suspected breaches of consumer law, and fining powers of up to 10% group worldwide turnover.

What steps should you take?

The CMA is clear that it expects traders to take reasonable and proportionate steps in order to ensure compliance with the new provisions of the DMCC in relation to online reviews. How this will look for each business will vary based on their individual marketing and review gathering practices and internal resource. However, the CMA is clear that it expects organisations to have, as an absolute minimum:

1. A clear, published, policy on the prevention and removal of banned reviews and false or misleading consumer review information; and

2. To have conducted a risk assessment in relation to material appearing on their media and take such further proactive steps to mitigate identified risks.

In addition, organisations may wish to consider:

• Integrating review compliance into existing web policies;

• Integrating compliance wording into communications with clients;

• Reviewing existing terms with third-party review sites;

• Reviewing influencer marketing policies; and

• Reviewing existing measures to ensure that reviews are genuine.

The consumer provisions of the DMCC came into force on 6 April 2025. The law does not provide for a leniency period and so organisations should urgently take steps to ensure that they are compliant with the requirements of the DMCC and related guidance in relation to online reviews.

Experience demonstrates that where the CMA gains new powers, it is quick to use them to make examples of non-compliant organisations, in order to incentivise compliance from other traders. We would therefore recommend acting fast. Our Competition and Consumer team have extensive experience advising on CMA compliance. If you have any questions or require further information about the online review provisions of the DMCC, please do not hesitate to contact the team.

Share transfer formalities

The High Court in Jusan Technologies Ltd v Uconinvest LLC [2025] EWHC 704 (Ch) analysed the validity of a share transfer that was registered in breach of a condition in the company’s constitution, finding that the directors did not have the authority to register the transfer but on the flipside that the company could not challenge the registration. Here Jusan Technologies Ltd (Company) transferred shares to Uconinvest LLC (Transferee).

The court held that the Company’s articles of association required a deed of adherence that was “legally effective to bind the transferee” essentially meaning that all the required parties needed to enter into it for the deed to be fully binding and valid. The Transferee entered into it, along with the Company and one of the shareholders’, however the second shareholder did not. Regardless of this, the Company’s register of members was updated by the directors to reflect the transfer of shares to the Transferee and show them as a shareholder of the Company.

The Company applied to the court to reverse the share transfer in breach of the Company’s articles arguing it was because there had been no valid deed of adherence entered into. The Transferee countered with, amongst other points, that it could rely on section 40 of the Companies Act 2006 by virtue of the fact the Transferee was purchasing shares from the Company.

The court held that the Company’s articles of association required a legally binding deed of adherence. That meant all parties listed on the deed had to sign it. Since this did not happen, the directors lacked authority to register the transfer as the deed had to be binding before the directors did so. However, it also dismissed the application to strike off the Transferee from the register. It found that the Transferee could in fact rely on section 40 of the Companies Act 2006, which protects third parties dealing with a company in good faith, even if directors act beyond their powers.

How could it affect your business?

This judgment impacts all companies, especially the ones with complex share transfer clauses in their articles of association or shareholders' agreements. It reinforces that non-compliance with formalities, such as obtaining all required signatures on a deed of adherence, could render a share registration invalid.

In this case the Transferee’s saving grace was the fact that it was purchasing shares from the company and not from a shareholder and therefore could rely on section 40. Had the Transferee been purchasing from a shareholder it might not have been so lucky, which is the take home message that should be learned from this case. Failure to follow constitutional requirements could lead to disputes, challenges to share ownership, and the necessity of costly legal action, even if a transaction seemed otherwise legitimate.

What steps should you take?

It is important for all parties in a transaction to understand specific procedures for a transfer of shares.

The way the articles of association were drafted in this case in essence gave each party a right of veto against the transfer by not signing the deed of adherence. An important reminder on why such documents need to be worded in a careful but purposeful manner.

Prospective transferor’s and transferees should review constitutional documents beforehand or instruct legal advisors to assist them with the transaction. No matter if the transaction is for the sale of shares at nominal value or for millions, the ramifications of incorrectly transferring shares could be huge with an error potentially having effects both long and short term.

Economic Crime and Corporate Transparency Act 2023

Companies House powers regarding company strike-off and dissolution have been significantly strengthened, effective since 18 March 2025. The new power, stemming from the Economic Crime and Corporate Transparency Act 2023, gives Companies House the ability to initiate the strike-off of a company if it believes it was registered on a false basis.

This power is in addition to its existing powers to initiate the strike-off of a company, if 1) it fails to maintain an “appropriate” registered office address or 2) if Companies House believes the company is not carrying on business or in operation. Director(s) of a company that is no longer in business, or needed, can also apply for it to be voluntarily struck off three months after the company has ceased business.

These changes aim to enhance the integrity and accuracy of the public register.

How could it impact your business?

This additional power directly increases Companies House proactive ability to investigate and take action against companies and places a heightened emphasis on the requirement to provide accurate and truthful information on the public register. This goes hand in hand with other increased powers Companies House has received under the Act, such as the verification requirements discussed in previous articles.

Companies House now has a quicker route to initiate compulsory strike-off. A company should ensure information provided is not misleading and their registered office meets the "appropriate" standard, meaning documents sent to that address must reasonably reach someone acting for the company.

Not responding to communication sent from Companies House querying its status could lead to unexpected dissolution, loss of limited liability protection and potential transfer of company assets to the Crown, creating significant disruption and financial loss for non-compliant businesses.

What steps should you take?

A company should be accurate and thorough when providing information to Companies House. It should periodically review the information available at Companies House to ensure all required updates have been made and all information is correct. Any discrepancies identified, should be corrected. If a company is unsure about the filings it needs to make, or has made, it should seek advice from an expert such as a solicitor or accountant who will be able to assist.

Targeted advertising

Online tracking and specifically targeted advertising have been mentioned by the Information Commissioner’s Office (ICO) as a focus for 2025.

Maintaining data protection compliance in the online space requires navigation of a complicated web of rules, requirements and principles. Clearly personal data is hugely valuable to businesses looking to increase their marketing impact and tailor content to the user’s interests. However, what may seem like harmless invisible processing can create risk particularly where sensitive data types or vulnerable individuals are concerned. As such, it is perhaps unsurprising that public concern about online privacy has grown as such technologies and practices have advanced.

How could it impact your business?

Giving individuals genuine control over how their data is used is essential to achieving compliance and, as ever, transparency is the key here. Common issues cited by the ICO include unclear or deceptive consent mechanisms, where individuals are not provided with user-friendly information or a meaningful opportunity to select preferences that reflect their wishes.

We continue to learn lessons from the EU, none more eye-watering than the fine of €764m issued to Amazon by the Luxembourg data protection authority. Limited information about the infringement has been made public, but it is understood that this stems from action brought in 2018 relating to the use of personal data for targeted advertising without proper consent mechanisms. Specifically, it is thought that consent to targeted advertising practices by Amazon was bundled into its terms (suggesting a reliance on ‘performance of a contract’ as a lawful basis for processing). The original complaint picked holes in this approach, alleging that this is not a suitable basis for ‘profiling the tastes and lifestyles of a user based on his browsing experience on a website and the products he has purchased’. Amazon’s appeal was dismissed earlier this year. Whilst this is an EU level matter, the principles on which this is based translate very closely to UK requirements.

What steps should you take?

Prudent businesses will be reviewing their online tracking and advertising practices to ensure that they are transparent about such activities and offer informative (and functioning) consent mechanisms which can be readily understood by their users. Ideally this should be actioned sooner rather than later – not least because the ICO can use technology to automatically monitor website compliance.

Aside from avoiding regulatory action, getting this right also helps to build trust with users who have an increasing expectation that businesses will respect their privacy rights. Adapting to these standards is not just a legal necessity but a cornerstone of responsible digital engagement.

AI and productivity – ACAS Survey

It is no secret that AI in the workplace has the potential to cause a seismic shift in working across all industries. The main question businesses have is whether it will create opportunity and increase efficiency, or decrease morale and promote indolence.

ACAS has recently carried out a survey which asked employers for their view on AI, with over one third of employers (35%) in the UK who responded believing that AI will improve productivity in the workplace. The business community appears to be largely optimistic regarding the use of AI, with results showing that 12% of employers think AI will give them a competitive edge, 11% think it will increase their knowledge, and 11% think it will increase efficiency.

How could it impact your business?

AI generally has a positive reputation in the business community; however, it is a hotbed for risk (many of which are unknown) if employers do not use it responsibly.

If you are looking at implementing AI in your workplace, or alternatively if the aim is to remove or more closely monitor AI in your workplace, you should work closely with staff and their representatives to provide information on how this will work and its potential consequences on their employment.

What steps should you take?

If you wish to implement AI, it will help to engage with staff and reassure them that AI could enhance their role, and to keep them informed of your future business plans and what human involvement could look like. If you use generative models of AI such as ChatGPT, you should ensure you carefully monitor its outputs for accuracy of information, tone and any potential bias as these programmes continue to be developed daily.

If you wish to eradicate AI in the workplace, clearly communicate this to your workforce and ensure there are appropriate procedures in place to deal with use of AI as a conduct issue. Monitoring this centrally could be helpful in this regard to ensure consistency.

For either option, our recommendation is to produce a policy which governs staff use and misuse of AI, ensuring that you also take advice on data protection implications, and your obligations under UK GDPR, and update your data protection policy.

HMRC’s Check Employment Status for Tax (CEST) tool updates

On 30 April 2025, HMRC updated its Check Employment Status for Tax (CEST) tool and associated guidance notes. The CEST tool was produced by HMRC to allow taxpayers and their advisors to check an individual employment status and therefore their tax treatment, by answering a number of questions. HMRC have confirmed that, where the tool is used properly and information inputted is accurate, HMRC will stand by the outcome of the tool.

The latest key change is the addition of a new question which asks users whether the contract with the taxpayer is already (or will be) in place. Previously, there was just a disclaimer which stated that the tool assumed a contract would be in place. Only where the answer to this question is ‘yes’ will a user be able to proceed, on the basis that there has to be a contract in place to determine whether or not one of the basic requirements of an employment relationship (mutuality of obligation) is met.

What steps should you take?

You must take care when using the CEST tool - it is imperative that all of the information that you input into CEST is accurate and not intended to manufacture an answer to avoid tax liability. Only where information is correct and accurate will HMRC stand by the outcome that the tool provides. Accordingly, you should take appropriate advice when using and submitting results to ensure its accuracy.

Brake Bros v Hudek – when are additional hours payable?

Mr Hudek was employed as a truck driver and required to work five days per week, in accordance with his employment contract which stated he must ‘work such hours for each working shift which are necessary for the performance of your duties’.

The contract also provided for overtime and any additional work was to be paid on a full or half shift basis. If a normal shift took longer than expected, but did not require an additional 4.5 hours of work as a threshold (a half-shift), then no additional payment was to be made.

Mr Hudek brought a claim for unlawful deduction of wages for hours worked in 2021 and 2022, arguing that he should have received pro-rated payments for the additional hours that he worked above his daily 9-hour shift pattern.

Employment Tribunal

The Employment Tribunal found in favour of Mr Hudek and confirmed that, whilst the contract allowed for flexibility in his hours, the hours could be ‘balanced out’ by other shifts where he was required to work less. Where it failed to ensure that hours were balanced out, the employee should be compensated accordingly. The employer appealed the decision.

Employment Appeal Tribunal

The Employment Appeal Tribunal upheld the employer’s appeal. They stated that the lower Tribunal had made an error in interpreting the flexibility mechanism in the contract as an enforceable contractual obligation which gave rise to a right to additional pay. They found that a full review of the contract simply provided for basic pay for working five shifts which are of variable lengths, which did not entitle Mr Hudek to additional remuneration unless the necessary additional hours had been worked and in which case the express overtime provisions would apply.

How could it impact your business?

Unless your contracts are drafted carefully, there are potential gaps for employees to bring claims. This relates not only to remuneration but other contractual benefits and entitlements as well. It is important that you take advice when drafting your employment contracts to ensure that they are accurate and operate as they are intended.

Where there are gaps in the drafting, this case demonstrates that a Tribunal can seek to ‘fill the gaps’ and, where there is seen to be any ambiguity, the contract will usually be interpreted in the employee’s favour.

Employment Rights Bill – latest round of amendments through the Lords

Following the introduction of the Employment Rights Bill (ERB) in October 2024, it has now completed its passage through the Commons stage. It is currently at the Committee Stage in the House of Lords, with 335 amendments having been put forward for consideration. Some of the key proposed amendments are outlined below:

Annualised Hours Contracts

The amendment to annualised hours contracts was put forward to ensure that workers on these contracts are within scope for the guaranteed hours provisions. The Government thought that those on these contracts who have guaranteed hours but lack detail as to their allocation would not be protected. This is because they would not have a zero hour’s contract nor a low hour’s contract which were only protected in the ERB. The amendment provides a calculation method for establishing which unallocated hours fall within a pay reference period.

Automatic Unfair Dismissal

A new automatically unfair dismissal ground has been added, making it automatically unfair to dismiss an individual for bringing a complaint to an Employment Tribunal alleging that they had been incorrectly issued notice of their guaranteed hours having been withdrawn, or for making an allegation which could be grounds to pursue such a claim. This amendment ensures that employees who bring a claim relating to their guaranteed hours offer are protected from dismissal.

Movement of Shifts

This amendment makes changes to the definition of a “movement” of shift. It will now cover events whereby an employee’s shift is split into 2 or more parts or where it is otherwise changed which means the employee finishes their shift later whilst their start time remains the same.

Compensation for cancelled, moved or curtailed shifts

The amendments will mean that employers (and work finding agencies) do not need to provide workers with a notice of cancelled, moved or curtailed shifts if they pay the worker within the deadline for making payment.

Government guidance and implementation plan

During the debates, the Government confirmed that they will be publishing ‘detailed guidance’ in due course. They also confirmed that they are taking views from a variety of sectors to ensure the design of the guaranteed hours provisions are fit for purpose. A draft implementation plan is also being prepared.

How could it impact your business?

The ERB continues to grow in scale and its impacts will be significant. Whilst we are slowly getting further clarity, much of the detail is yet to be provided and will be in secondary legislation in due course, however we expect there will likely be further amendments proposed as it continues to proceed through Parliament. Therefore, at this stage, only cursory information on the ERB and its potential impacts can be provided and you should continue to monitor its progress.

What steps should you take?

Take heed of any advice and guidance from us and the Government, as and when it becomes available. This is an incredibly important and significant piece of legislation which will alter the employment landscape for generations. We will continue to review guidance and proposed amendments as they are released. In the meantime, our initial view of the ERB can be found in the Employment section of our October 2024 Horizon Scanning update.

UK-EU Emissions Trading Schemes (ETS)

On 19 May 2025, the UK and EU announced their intention to link their Emissions Trading Systems (ETS) as part of the discussions concluded at the UK-EU Summit. Since Brexit, the UK left the EU’s ETS and established a separate market.

During this period, the UK’s ETS market has faced challenges, primarily due to its smaller size, low liquidity, lack of visibility around the true price of carbon and greater volatility. Each challenge has reduced confidence from emitting firms and traders.

The current focus of both the UK and EU ETSs is on key sectors like aviation, energy generation, heavy industry and domestic and international maritime transport, with the linkage expected to impact the same and potentially expand in the future to other sectors.

Neither the UK nor EU have agreed any deadlines for the link of their ETSs, however the European Commission and UK share the view that a functioning link between carbon markets would address issues in trade, offer businesses and traders a level playing field.

How could it impact your business?

Since its inception, emissions trading has been recognised as a powerful tool to incentivise decarbonisation efforts in carbon-intensive industries.

Current decarbonisation efforts have been achieved by applying a cap on the maximum level of emissions a firm can produce and the creation of permits for each unit of emissions allowed under the cap, with a decreasing limit on total emissions for firms operating in in-scope sectors. Therefore, reducing emissions and encouraging investment in sustainable and low-emissions technologies.

Emitting firms obtain and surrender a permit for each unit of their emissions, which can then be traded on the primary market through auctions and on the secondary market, for example on the Intercontinental Exchange.

Importantly, a key aim of the linkage is to facilitate seamless trade of permits in both the UK and EU, opening access to both the primary auction and secondary markets for emitting firms and traders.

The result is that businesses operating in the in-scope sectors will benefit from an increase in access to information relating to the price of carbon and support decarbonisation strategies with greater accuracy. However, this presents a challenge for compliance with competition laws. For example, sharing commercially sensitive information between competitors in respect of carbon pricing, investment plans or other information like intentions to enter or exit from certain markets, could risk businesses falling foul of competition laws and result in fines of up to 10% of group worldwide turnover, despite their best intentions to support decarbonisation efforts.

What steps should you take?

Linking the UK and EU ETS markets represents a key step towards decarbonisation for the in-scope sectors and gives effect to the collaborative aims of the TCA.

Whilst the TCA is being renegotiated and the details of the linkage of the ETSs are being finalised, businesses operating in the in-scope sectors and required to obtain and surrender permits should:

• review their compliance obligations in respect of decarbonisation efforts;

• identify their emissions against the permits they expect to have. If businesses do not have sufficient permits, then revisiting emissions programmes or buying permits from another firm on the secondary market are options;

• revisit sustainability and ESG policies to address the anticipated ETS linkage;

• implement or revisit competition compliance programmes, for example to reduce the risk of sharing commercially sensitive information on the price of allowances or investment plans in relation to installations, production capacity or market entry or exit (unless already in the public domain).

The link of the ETS represents an opportunity for firms to put in place best practices in respect of ESG, compliance and competition whilst demonstrating commitments to net zero and sustainability.

Where further guidance is required, businesses are encouraged to seek external advice on the legal, tax and strategy implications of the ETS linkage.

UK-EU Carbon Border Adjustment Mechanism (CBAM) Linkage

At the UK-EU Summit on 19 May, representatives announced the intention to connect the EU’s Carbon Border Adjustment Mechanism (CBAM), which commences on 1 January 2026, with the UK’s CBAM when it is expected to come into force on 1 January 2027.

The intention of a CBAM is to tackle carbon leakage, which is the movement of production and associated emissions from one country to another due to different levels of decarbonisation in respect of several identified industrial goods like iron, steel, cement, hydrogen, fertiliser and aluminium, to meet net zero initiatives.

How could it impact your business?

The idea behind the linkage of the EU and UK’s CBAMs is to level the playing field for UK and EU companies facing growing international competition and to reduce carbon leakage. By aligning the rules and simplifying tax rules on exports of the key goods in each CBAM, the challenges businesses face with export rules and trade barriers could be reduced.

Additionally, the UK government has indicated that by aligning its CBAM with the EU’s CBAM, it could save around £800m for UK exporters. As above, this could enable increased trade between the UK and EU for operators in heavy industries, whilst also meeting sustainability goals.

Under the EU’s CBAM, a CBAM declarant must be authorised to surrender the number of CBAM certificates that correspond to the emissions embedded in goods imported during the preceding calendar year. A failure to do so can lead to a penalty of EUR 100 per tonne of CO2 equivalent emitted where the CBAM declarant has not surrendered allowances.

Similarly, under the draft UK CBAM regulations, failure to comply with the UK CBAM requirements could lead to fixed penalties of £500 and daily penalties of £40 if the undertaking fails to make the required notification when obligated to do so.

What steps should you take?

The proposed deal outlined at the UK-EU summit is a welcome initiative from a sustainability perspective, businesses trading and exporting the in-scope goods to the EU should consider the following:

• carrying out an impact assessment on its products and whether they will be caught by the UK and EU CBAMs, including their origin and volume of export / import;

• setting up data collection processes for underlying emissions, including reviewing supply chains and identifying who holds this information;

• setting up UK and EU reporting processes and identifying which business function should be responsible for compliance;

• gathering import and export data and considering engaging with customs brokers;

• reviewing supply chain contracts and distribution agreements and identifying gaps where sustainability clauses could be introduced to facilitate compliance with the CBAMs.

Whilst there is time until the CBAMs align, businesses in-scope of the CBAMs should consider preparing now to identify best practices and implement a strategy which supports their respective net-zero and sustainability goals.

Government immigration white paper

On 12 May 2025, the UK Government published a White Paper entitled ‘Restoring control over the immigration system’. The document outlines significant planned reforms to the UK immigration system which are based on the principle of reducing net migration and promoting economic growth.

The reforms announced are far more restrictive than the system currently in place. For employers, one of the paper’s aims is to reduce employer reliance on recruitment from overseas and shift focus to investing in the domestic workforce and their training to fill skills shortages.

Key changes announced which are relevant to employers:

• The skill level required for Skilled Worker visas will be increased to RQF 6 (degree level);

• A Temporary Shortage List will be introduced for occupations below RQF 6. However, occupations will only be listed for a time-limited period and require stricter conditions to be met, including the requirement for employers to demonstrate efforts to recruit and train domestic workers;

• Salary thresholds for Skilled Worker visas will increase;

• The Immigration Skills Charge will increase by 32%;

• The ability to sponsor social care workers will end; and

• The English language requirement for skilled workers will be increased meaning a higher level of English will need to be demonstrated to obtain a work visa.

The reforms have only been announced at this time and a date for these changes to take effect has not been announced.

How could it impact your business?

These restrictive reforms will reduce an employer’s ability to recruit overseas workers, especially into some of the lower skilled sectors, as the increase to the required skill level for end sponsorship for some lower skilled roles. For roles that are still eligible, sponsorship will become more expensive for all employers as a result of the increase to salary thresholds and the Immigration Skills Charge.

With the Government wanting employers to focus on workforce planning, the stricter immigration system could mean employers who fail to invest in the domestic workforce and their training may lose their ability to sponsor overseas workers.

What steps should you take?

Many of these reforms announced will take time to be implemented and take effect. This gives employers time to start assessing their workforce needs now in light of the proposals, focusing on how they will adapt to the stricter requirements and higher costs of sponsoring workers while still meeting recruitment needs. Workforce plans should go beyond immediate recruitment needs and focus on long term plans incorporating details around competitive pay, improved conditions, quality training, and domestic recruitment.

Transitional arrangements have been announced for current Skilled Workers and so employers may want to take advantage of this and consider bringing recruitment needs forward to sponsor workers now to avoid some of the proposed reforms. However, other employers will have the same thoughts and so expect increased demand on the current immigration system and subsequent delays from the Home Office.

Unjustified threats

A recent Judgment handed down in the High Court by Mr Justice Miles has shed new light on unjustified threats in the context of trade mark infringement and intellectual property rights. The substantive proceedings relate to the vape sector and involve some of the leading retailers in the UK.

In the UK, statutory unjustified threats provisions are intended to prevent bad actors from misusing threats based on the infringement of intellectual property rights to wrongly intimidate other parties within the market.

Prior to the enactment of threats provisions, traders were easily able to utilise the threat of legal proceedings to drive customers away from the products of their competitors. This could be done without taking the expensive step of initiating legal proceedings in which any alleged infringement would properly be assessed, leaving little protection against baseless threats.

This Judgment relates to an application for an interim injunction by the Defendant, restraining the Claimant from making further threats of proceedings for infringement of its trade marks. The Claimant had sent letters to eleven distributers and retailers of the Defendant which threatened to bring legal proceedings, the letters being sent just before Christmas 2024.

The Defendant argued that the threats were unjustified and commercially intended to cause maximum damage and disruption to its business. In support of its position, it relied on various factors, including the timing of the letters being sent in the run up to Christmas, and the fact that the Claimant was not forthcoming in identifying the parties it had contacted. The Claimant argued that the threats were entirely justified and that it did not wish to overload the proceedings with excessive Defendants.

The Court ruled in favour of the Defendant. In reaching his Judgment, Mr Justice Miles assessed that the Claimant had not justified threatening proceedings, particularly given it had already put the distributers and retailers on notice of the existence of its registered trade marks. The inference was therefore that the actions of the Claimant were purely commercially motivated.

Mr Justice Miles reasoned that the Claimant had taken a scattergun approach when contacting retailers and distributers of the Defendant and did not genuinely intend to join them to the proceedings at hand. No plausible explanation had been given as to why it had chosen to only threaten certain parties but proceed to sue others.

How could it impact your business?

This case further highlights the need for rights holders to be very careful when sending cease and desist letters in relation to intellectual property infringement to third parties, especially when communicating with many third parties up and down the supply chain. Afterall, in this case the rights holder was represented and still fell foul of threat protective provisions.

What steps should you take?

A lesson to be drawn from this Judgment is that parties should proceed with caution when considering whether to make threats of legal proceedings in relation to the infringement of their intellectual property rights. They should give serious thought to the consequence of making such threats, as well as the likelihood that threats will actually be followed by legal action.

There is a difference between placing a third party on notice of the existence of your intellectual property rights and making explicit threats of legal proceedings based on the alleged infringement of those rights. Courts are very wary of parties using unjustified threats for commercial means and will not hesitate to act where they are being unjustly weaponised against competitors.

New sanction checks on landlords, tenants, and other clients

From 14 May 2025, all UK letting agents must conduct sanction checks on landlords, tenants, and other clients across all types of land letting. These checks involve screening individuals against the UK’s official sanctions list to prevent financial crimes and ensure compliance with regulations. If a match is found or suspected, agents must freeze assets and report the case to the Office of Financial Sanctions Implementation (OFSI). This requirement is now a separate legal obligation, distinct from existing Anti-Money Laundering (AML) checks. Failure to comply could result in civil penalties or criminal prosecution.

It should be noted that this requirement applies to both residential and commercial property.

How could it impact your business?

Agents must now screen all prospective landlords and prospective tenants against the UK’s sanctions list, adding an extra layer to existing AML checks. This will significantly impact letting agents (both residential and commercial), increasing their compliance burden and operational costs.

A sanction check needs to be carried out on landlords at the point of instruction (before entering into any tenancy agreements). A sanction check must also be carried out on tenants before entering into any tenancy agreement.

This means additional training, updated procedures, and potential delays in tenancy agreements (impacting both landlords and tenants). Non-compliance could lead to fines, business restrictions, or even criminal prosecution.

Agents must also maintain detailed records and report suspicious matches to the Office of Financial Sanctions Implementation (OFSI). While this strengthens financial security, it also increases administrative complexity for letting businesses.

What steps should you take?

Letting agents must implement new steps within internal processes. There are several key steps to comply with the new sanction check obligations:

1. Screen all prospective landlords at the point of receiving instructions;

2. Screen all prospective tenants against the UK’s official sanctions list before any binding agreement is entered into;

3. Verify identities using official documents like passports or driving licenses;

4. Report any matches or suspicions to the Office of Financial Sanctions Implementation (OFSI) immediately;

5. Freeze assets if a sanctioned individual is identified;

6. Maintain detailed records of all checks and reports for compliance audits;

7. Provide staff training on updated procedures and legal requirements; and

8. Conduct ongoing monitoring for changes in tenancy agreements or landlord status.

The Public Interest Disclosure (Prescribed Persons) (Amendment) Order 2025 - additional protections for Whistleblowers

The Public Interest Disclosure Act 1998 (PIDA) details specific individuals or bodies that a whistleblower can contact to report certain types of wrongdoing outside their workplace. These “prescribed persons” will then investigate and commence any necessary prosecutions.

Currently, prescribed persons include the Health and Safety Executive; Financial Conduct Authority; and Environment Agency.

The Public Interest Disclosure (Prescribed Persons) (Amendment) Order 2025 (Order) which comes into force on 26 June 2025, extends the list of prescribed persons to now include the Secretary of State for Business and Trade, the Secretary of State for Transport and the Treasury. This means that disclosures about financial, transport and certain trade sanctions can now be reported to these bodies.

How could it impact your business?

The additional prescribed persons are bodies who investigate sanctions-related activities, specifically financial, transport and certain trade sanctions.

Until now, whistleblowers who report breaches of sanctions did not qualify for the standard whistleblowing protections. The amendment extends whistleblower protection to individuals who disclose information about sanctions-related activities undertaken by the Secretaries of State for Business and Trade, Transport, and the Treasury. As a result, any whistleblowing individual who suffers detriment, or is dismissed as a result of making a disclosure, now receives protection under the Employment Rights Act 1996 (so long as the allegations they make are substantially true).

What steps should you take?

As always, companies should ensure that their sanctions policies are up to date and properly implemented throughout the business. Those companies who find themselves dealing with employees who have made a disclosure to a prescribed person, should now take legal advice not only in relation to the potential sanctions breach, but to ensure that they observe any protections afforded to the employee by Employment Rights Act 1996.