Insights

Part Two of a Two-Part Client Alert Series. This Alert builds on the discussion in Part One, which surveyed Bear Creek (2017), Copper Mesa (2016), South American Silver (2018), Eco Oro (2021), and Lupaka (2025).

September 2026 marks the first anniversary of the corporate criminal offence of failure to prevent fraud coming into force under section 199 of the Economic Crime and Corporate Transparency Act 2023 (ECCTA). The Home Office guidance recommends that organisations review their fraud prevention measures at least every 12 months.

This Alert, the first in a two-part series, surveys the legal landscape at the intersection of two issues that increasingly shape the outcome of mining and natural resources disputes regarding the protections available to foreign investors under investment treaties, as enforced through Investor-State Dispute Settlement (ISDS). The first is the prior consultation obligation imposed on States under the Indigenous and Tribal Peoples Convention, 1989 (No. 169), adopted by the International Labour Organization (ILO 169). The second is social license, the practical acceptance of a project by surrounding communities, which is distinct from but related to the formal State consultation duty. This Alert examines these issues across five foundational ISDS decisions:

The UK Supreme Court has unanimously dismissed the appeal of Mr Francesco Costa, former chairman of Spring Media Investments Limited, in the first Supreme Court judgment to consider the scope of the duty under section 172(1) of the Companies Act 2006. The foundational position is that good faith requires honest conduct as well as honest thinking. A director's genuine belief that they are acting in the company's best interests will not excuse covert or disloyal conduct in pursuit of that belief. 

Introduced to Parliament on 19 May 2026, the Commercial Payments Bill represents a significant reform to payment legislation. Targeting a problem that costs the economy £11 billion per year, the Bill introduces a package of hard-edged protections that businesses cannot avoid through contract.

The UK has successfully concluded a milestone free trade agreement (FTA) with the Gulf Cooperation Council (GCC) countries. We set out below a high-level comment on the FTA’s chapters and some of the key provisions.

The first applications to lift an automatic suspension under the Procurement Act 2023 (the Act) have recently been decided. In Parkingeye Limited v Velindre University NHS Trust & Anor [2026] EWHC 1019 (TCC), handed down on 1 May 2026, HHJ Keyser KC dismissed applications by two NHS contracting authorities to lift the suspension preventing them from concluding a car park management services contract. This is the first judicial consideration of the new test under section 102(2) of the Act.

Businesses affected by the Strait of Hormuz crisis are likely to be navigating both sides of the contractual liability equation: seeking to enforce protections while simultaneously trying to limit their own exposure. This balancing act will feel familiar to those who managed supply chain disruptions during the Covid pandemic or in response to Russian sanctions. But the scale of uncertainty and the severity of the current situation make it particularly challenging to chart a clear path forward. This note provides an overview of the English-law issues that have arisen in this current crisis and is relevant for companies and legal counsel seeking to understand and mitigate contractual risk in their supply chains, including for shipping, energy, commodities, and construction.

The president of the Competition Appeal Tribunal (CAT) has signalled a more rigorous approach to scrutinising opt-out collective actions at the certification stage, with particular attention to whether the financial benefits of such claims flow to the claimant class or primarily to their lawyers and funders. Coming at a time when the UK Law Commission is consulting on expanding the scope of the opt-out regime, this development warrants careful consideration by all those with interests in the UK litigation funding market.

In March 2026, the UK Government published its Fraud Strategy 2026–2029, part of a broader economic-crime policy package building on the Economic Crime Plan 2 (March 2023) and the Anti-Corruption Strategy, published in December 2025. The strategy's headline message for fraud victims is striking: do not wait for the state to act, but rather, seek redress from the court yourself.

From 1 April 2026, a major new transparency requirement under the Procurement Act 2023 will take effect pursuant to the Procurement Act 2023 (Commencement No. 4) Regulations 2025.

A charity will be in scope of the new failure to prevent fraud offence if they meet two of the three following criteria:

The case of Jardine Strategic Limited v Oasis Investments II Master Fund Ltd and 80 others (No 2) (Bermuda) [2025] UKPC 34 addresses significant issues regarding shareholder rights and legal professional privilege in corporate transactions. In particular, the case concerned the Shareholder Rule. This was a principle shareholders relied on to prevent companies from asserting privilege over documents, thus requiring companies to hand privileged documents over to them. On 24 July 2025, the Privy Council unanimously held that the Shareholder Rule no longer applies. Although the case concerned the law of Bermuda, the Privy Council issued a declaration (known as a Willers v Joyce direction) that its decision is binding on English courts as well. In so doing, it overturned an aspect of English law in force for almost 140 years.

On this 4thof July, Britain was also celebrating. The first country to secure a trade deal with the Trump Administration, the U.K. can indeed celebrate the so-called Special Relationship.

The English Court of Appeal has recently handed down a helpful judgment, clarifying the test for breach of duty in cases of alleged negligence by valuers. In short: (i) the valuation must fall outside a reasonable margin of error of the ‘correct’ valuation; and (ii) the valuer must have carried out the valuation in a way that no reasonably competent valuer could have done (the Bolam test).

On 6 May 2025, the UK government announced it had concluded a Free Trade Agreement (FTA) with India. A summary of the deal has been published by the Department for Business and Trade. With widespread uncertainty concerning global trade policy and tariffs, the conclusion of the deal is being celebrated as a triumph.

The UK’s new Procurement Act 2023 (the “Act”) took effect on 24 February 2025. More information on this can be found in our alerts: Understanding the UK’s New Procurement Regime in 2025 and Changes to the UK Procurement Regime in 2025: An Introduction to the Debarment List.

The UK’s new Procurement Act 2023 (the “Act”) takes effect from 24 February 2025. Our view is that while there are a small number of important differences, which we discuss below, the majority of the processes outlined in previous legislation, remain unchanged, despite some changes in terminology.

The world has watched in horror as tragedy has unfolded in Israel because of the brutal terrorist attacks carried out by Hamas.  Nothing can compensate for the devastating loss of life, for the trauma suffered by those injured or kidnapped, or for the grief, sorrow, fear, and anger felt by family members.  For the past twenty-five years, American victims or family members have held Iran accountable in U.S. courts for its sponsorship and support of murderous and terrorist acts like those carried out by Hamas in Israel.  The U.S. legal system may again be a vehicle to hold Iran and its proxies to account today.

On 6 September 2023, the Law Commission published its final “Review of the Arbitration Act 1996” (the “Report”).