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Our regular round-up of recent and forthcoming developments in law and practice for in-house counsel.

Under section 994 of the Companies Act 2006 ("CA 2006"), a member of a company may apply to the court for relief by way of petition if they are or have been unfairly prejudiced as a result of an act or omission of the company or the way in which the company's affairs are being or have been conducted. A section 994 petition is the primary procedural tool that minority shareholders can use to seek relief if they are being unfairly prejudiced by the conduct of a majority shareholder or a group of shareholders who are acting as a majority.

PFI deals have recently been in the news, with headlines about disputes between public sector customers and private sector owners and operators as contracts near their expiry date.  We look at the issues around PFI expiry and the risks and opportunities this presents for private sector involvement in this area.

The consumer law provisions of the Digital Markets, Competition and Consumers Act 2024 are expected to come into effect in April 2025. As well as new rules on pricing, fake reviews and subscription contracts, B2C businesses will face a much tougher enforcement regime – with the prospect of fines of up to 10% of global turnover.  We explain how you can protect your business from the risks and even use the legislation to your advantage.

In this short video, Richard Offord, Katie Hindley and Jonathan Rush provide a 5 minute primer on key pricing issues in commercial contracts.  Topics covered include whether suppliers can raise prices unilaterally, how to deal with inflation, cost plus and open book pricing, audit clauses, "best price" or MFN obligations, price-matching clauses and benchmarking.

A claim against a UK mobile telecoms provider by its current and former franchisees alleges that the franchisor acted in bad faith.  We look at what role good faith has to play in franchise agreements – and whether we are likely to see more disputes over this issue in future.

The Supreme Court's long-awaited judgment in SkyKick v Sky has made it easier to challenge trade mark registrations in relation to overly broad classes of goods and services on the basis that they were applied for in bad faith. This briefing provides an overview of this significant decision and what it means for trade mark owners.    

Many B2C businesses face the possibility that services they've agreed to provide may not go ahead as planned – but is it fair for the business to retain or demand any payments where this has happened?  The Court of Appeal has recently ruled that a term in a contract for legal services was unfair, because it required the consumer to pay the full projected fees, even where the relevant hearing was delayed. We explain why the Court reached this conclusion and look at the wider lessons for providers of consumer-facing services.

Welcome to the third edition of the Travers Smith Outsourcing Spotlight. In this issue, we look at the impact on outsourcing of the new Labour Government's employment reforms and the Digital Markets, Competition and Consumers Act 2024.  We also discuss a range of other topics including artificial intelligence, smart contracts and a recent Supreme Court decision on force majeure clauses.

Our round-up of recent and forthcoming developments in UK law and practice for our international stakeholders.

Our regular round-up of recent and forthcoming developments in law and practice for in-house counsel.

Smart contracts have been somewhat eclipsed by the recent focus on artificial intelligence, particularly generative AI. But as we explain below, smart contracts have their uses – and it's possible that in future, generative AI could complement smart contracts to further automate the contracting process.

This article was first published in the July 2024 issue of Butterworths Journal of International Banking and Financial Law.

In this article Knowledge Counsel James Bell looks at issues to consider when protecting the guarantor’s position in finance transactions (or indeed other commercial transactions) and how that might be negotiated.

Artificial intelligence tools can be a game changer in outsourcing and other contracts for services - promising big wins in terms of costs, time, accuracy, scalability and productivity, to benefit both sides of the negotiating table. To reap those benefits, it is important to stay on top of the "new" risks associated with the use of AI in these arrangements.

In commercial contracts, the terms of payment are usually a key element of the parties' bargain – so if a customer fails to pay a material sum on time, then surely the supplier should have a right to terminate the contract? Quite possibly, but in practice it may not be as straightforward as this – and if the supplier reaches for the "big red termination button" prematurely, without a careful assessment of its rights, it can be a costly mis-step.

In a further twist of the MUR Shipping BV v RTI Ltd proceedings, the Supreme Court has overturned the Court of Appeal's decision and ruled that a "reasonable endeavours" proviso in a force majeure clause does not require a party to accept non-contractual performance.  The judgment has important implications for the drafting and interpretation of force majeure clauses generally – and the impact of sanctions in particular.

What does the new Digital Markets, Competition and Consumers Act mean for private litigation? Whilst the Act shifts the dial forwards in some respects (including by adding clout to the relief available for certain competition law breaches, and by introducing a mechanism for damages to be claimed for breaches of the new digital regulatory regime), there are also some notable omissions.

Digital technologies are at the heart of the UK Government's vision for driving economic growth. The new DMCC Act empowers the UK's Digital Markets Unit (DMU), already set up within the CMA, to designate the biggest digital players with 'Strategic Market Status' (SMS) and, for those designated firms to: (1) set ex ante Conduct Requirements i.e. rules on what those firms must and must not do; (2) enforce Pro-Competition Interventions in order to remedy competition problems; and (3) require the reporting of M&A activity before deals are completed.

Welcome to the second edition of the Travers Smith Outsourcing Spotlight. With an election due in July, we look at the likely impact of a Labour Government on outsourcing in the UK.

What does the new Digital Markets, Competition and Consumers Act 2024 mean for competition law enforcement? Our five key takeaways are below, covering the substantive reforms made to investigations across the UK competition law sphere.