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The UK government has published the long-awaited draft Vertical Agreement Block Exemption Order 2022 (draft VABEO), which will replace retained EU law (the Vertical Agreements Block Exemption Regulation (retained VABER)), which is due to expire on 31 May 2022.

See News Analyses: Publication of draft UK Vertical Agreements Block Exemption Order and UK set to charter its own post-Brexit course on competition rules—what does this mean for franchising in the UK?

The existing retained VABER expires on 31 May 2022 and new arrangements will need to be in place with effect from 1 June 2022.

The CMA has launched a consultation on new draft guidance supplementing the VABEO. The consultation closes at 5 pm on 5 May 2022. See: .

Barton v Gwyn-Jones

The Court of Appeal addressed whether the so-called ‘Costello principle’ precluded a claim in unjust enrichment by an agent for an introduction fee where an oral contract governed the arrangement. The court’s analysis turned on the precise interpretation of the remuneration terms and provides a valuable lesson on the failure of parties to cover all possible outcomes by way of express agreement.

See News Analysis: Contractual silence—a gateway for unjust enrichment (Barton v Gwyn-Jones).

Permission to appeal to the Supreme Court granted on 25 February 2021.

The government is proposing changes to enhance the CMA’s powers and ability to tackle breaches of competition and consumer law, and empower its new Digital Markets Unit.

The changes would see the CMA given power to declare companies in breach of consumer law, without taking them to court first, and levy fines accordingly. The proposals would also enhance the CMA’s competition powers, increasing their speed and effectiveness.

See: .

The Supreme Court considered whether payment of a lawful dividend may amount to a transaction defrauding creditors contrary to of the Insolvency Act 1986 ().

In BTI 2014 LLC v Sequana SA, the Court of Appeal clarified when remedial relief under may be granted and when directors’ duties to have regard to the interests of creditors (the creditors’ interests duty) may apply.

See News Analysis: Challenging lawful dividend payment as a transaction defrauding creditors and for breach of directors’ duties (BTI 2014 LLC v Sequana SA and others; BAT Industries plc v Sequana SA).

The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, and Limited Liability Partnerships (Climate-related Financial Disclosure) Regulations 2022, make it mandatory for quoted companies, large private companies and LLPs with accounting periods beginning on or after 6 April 2022 to make climate-related disclosures aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) framework.

See News Analysis: Proposals to require mandatory climate-related disclosures by quoted companies, large private companies and LLPs, , and .

The International Sustainability Standards Board (ISSB) has launched a consultation on general sustainability-related disclosure requirements and climate-related disclosure requirements. These proposals build upon the TCFD recommendations and incorporate industry-based disclosure requirements derived from the Sustainability Accounting Standards Board (SASB) Standards.

See .

The FCA has released a new environmental, social and governance (ESG) strategy setting out its target outcomes and the actions it expects to take to deliver these. As part of the strategy, the FCA issued discussion paper DP21/4, seeking initial views on new sustainability disclosure requirements for asset managers and FCA-regulated asset owners, as well as a new classification and labelling system for sustainable investment products.

See News Analysis: FCA Discussion Paper DP21/4 Sustainability Disclosure Requirements (SDR) and investment labels and .

The FTSE Women Leaders Review (published February 2022) includes the following recommendations:

—an increased voluntary target for FTSE 350 Boards, and for FTSE 350 leadership teams to have a minimum of 40% women, by the end of 2025

—FTSE 350 companies to have at least one woman in the chair or senior independent director role on the board, and/or one woman in the CEO or finance director role in the company, by the end of 2025

See , News Analysis: FTSE Women Leaders Review report: what did 2021 bring and what lies ahead? and Practice Note: Diversity in the boardroom.

The Parker Review found that directors from a minority ethnic group are vastly under-represented on the boards of the UK’s leading companies. The review committee recommended that each FTSE 100 company should have at least one director from a minority ethnic group by 2021.

See Practice Note: Diversity in the boardroom.

In late March 2022, the EU and US announced that they had reached agreement in principle on a new Trans-Atlantic Data Privacy Framework. The new Framework will replace the discredited Privacy Shield, to allow for cross-border data flows between the EU and US.

On 7 April 2022, the European Data Protection Board (EDPB) adopted a statement welcoming the agreement in principle, but noting that this does not yet constitute a legal framework on the basis of which EEA data exporters can transfer data to the US.

See: and .

The ICO is looking to update its employment practices guidance, in particular to address new ways of working. A was published on 12 August 2021.

See: .

On 10 September 2021, the Department for Digital, Culture, Media & Sport (DCMS) published a on its future plans for the UK data protection regime.

See: and News Analysis: .

The ICO has its response to the consultation. See: .

On 4 June 2021, the European Commission adopted for international transfers.

See News Analysis: .

On 28 January 2022, the Secretary of State laid before Parliament (i) the IDTA, (ii) international data transfer addendum to the EU’s SCCs, and (iii) transitional provisions.

See News Analysis: New UK standard contractual clauses for personal data transfers and MLex analysis: Comment—UK international data transfer tool enters with a whimper.

See also Precedents: UK GDPR—2022 standard contractual clauses (SCCs) for the transfer of personal data outside the UK—International Data Transfer Agreement (IDTA) and UK GDPR—2022 standard contractual clauses (SCCs) for the transfer of personal data outside the UK—Addendum to 2021 EU SCCs.

The IDTA, SCCs and transitional provisions came into force on 21 March 2022.

Transfer arrangements using the pre-2021 EU SCCs and concluded before 21 September 2022 will continue to be valid until 21 March 2024 (unless the actual underlying processing operations change before 21 March 2024). After 21 September 2022, organisations must use the IDTA or the UK Addendum if they want to enter into new arrangements for transfers which are subject to the UK GDPR, and any existing arrangements for UK transfers based on the pre-2021 EU SCCs must be replaced by 21 March 2024.

The ICO is working on a project to develop further guidance on anonymisation, pseudonymisation and privacy enhancing technologies and has launched a in four parts.

Part 1 (Introduction to anonymisation) was published for consultation in May 2021 and part 2 (How do we ensure anonymisation is effective) was published in October 2021. Part 3 (Pseudonymisation) was published for consultation in February 2022 and the final part (Accountability and governance) was published in March 2022.