Navigating the New Corporate Offence: What Businesses Need to Know

 

As of 1 September 2025, a new corporate offence has been introduced in an effort to protect businesses and investors and crack down on fraud, following a 31% rise over the past year. The new ‘Failure to Prevent Fraud’ offence – under the Economic Crime and Corporate Transparency Act – dictates that an organisation will be criminally liable where a specified fraud offence is committed by an employee, agent or other ‘associated person’, for the organisation’s benefit, or where the organisation did not have ‘reasonable’ fraud prevention procedures in place. Crucially, this change means that liability does not depend on whether senior management was aware of the misconduct, but instead, whether or not suitable measures were implemented to prevent the crime from happening in the first place.

 

Is Your Company Ready?

ccording to Fraud Minister David Hanson, the introduction of this new offence is set to ‘strengthen our anti-fraud culture’, ‘build corporate trust’, and ‘support long-term economic growth’. “Fraud is a shameful crime” begins Hanson, “and we are determined to bring those responsible to justice.” While the introduction of this new zero-tolerance approach is an undoubtably necessary move and a welcome step for tackling fraud, it also puts companies at risk of unlimited fines and reputational fallout, so if you haven’t already, there’s no better time to tighten up your fraud prevention framework, than now. 

 

Understanding the New Liability

The offence covers a wide range of fraudulent conduct, including: 

False representation 

False statements by company directors 

Abuse of position 

False accounting, 

Fraudulent trading 

Cheating public revenue 

Aiding and abetting any of the above 

The organisation will only be criminally liable, however, if any of the above is committed with the intention of benefitting the organisation or the clients of said organisation. In the instance of personal gain, the individual is the only liable party. This strict new enforcement essentially means that accountability is now organisational as well as individual, making structured policies, internal controls, and oversight the new must-haves for all relevant bodies. Proactive risk management at this stage is not a legal requirement, but in the case of reports of fraudulent activity within your company, doing nothing now is the worst defence you could offer.

 

Who is it for?

‘Large organisations’ should take preventative action to prove that they take anti-fraud policies seriously. If you’re unsure whether your organisation qualifies as ‘large’, check it against the following criteria. Meeting two or more means you fall within this category: 

More than 250 employees 

Annual turnover exceeding £36 million 

Balance sheet total above £18 million 

While the offence applies only to ‘large organisations’, smaller companies aren’t quite off the hook, as they may still face related scrutiny under other fraud laws, and therefore should also be advised to pay attention to the change in legislation.

 

What Constitutes ‘Reasonable’ Prevention? 

Organisations can prove innocence if reasonable measures were put in place to prevent the fraud from occurring, but what classifies as ‘reasonable’ prevention? A poster about honesty in the break room? Shining a light in employees’ eyes at the end of every meeting? The suitability of action is, of course, discretionary, and relative to the scale of each company, but key actions across the board could include conducting fraud risk assessments to pinpoint vulnerabilities, implementing robust internal controls, establishing clear reporting lines and whistleblowing channels, and providing regular staff training. These procedures should be actively applied, regularly reviewed, and updated to keep up with evolving risks.

 

The Consequences of Non-Compliance

Failure to adhere to these guidelines comes with serious consequences – gone are the days of blissful ignorance towards what an individual staff member gets themselves involved with – companies could now face unlimited fines and reputational damage in the event of failure to prevent fraud, even without board-level knowledge. The fallout can be catastrophic, and failure to act could land Directors and PSCs under the microscope – senior leadership must regularly review policies, ensure employees understand their responsibilities, and embed a culture of compliance.

 

What to Do Next 

There’s no set answer to the question of exactly what your company should do next, as measures will be proportionate to your size and risk profile, so legal advice could be essential to tailor procedures and actions to your needs. The first step in any case though, is to conduct a comprehensive fraud risk analysis, reviewing and updating internal policies in accordance with the results. Providing regular staff training and establishing clear reporting and whistleblowing channels also puts your company in a good position to ensure that all employees are diligent in taking necessary actions to prevent fraud within the company. 

 

To ensure these measures are implemented effectively and to review your compliance framework against the latest Fraud Liability requirements, contact our team for expert guidance.

Flexible Working and Hybrid Policies: A UK Employer’s Guide

 

Since the pandemic, flexible working has completely reshaped the modern employment landscape. When offices sat empty and staff were forced to work from home, many companies discovered that remote and hybrid models weren’t just possible, but mutually beneficial for employers and employees alike. Reduced overheads, eliminating commutes, improved employee retention, and working from the sofa – what’s not to love? 

 

According to the Chartered Institute of Personnel and Development (CIPD), when it comes to flexible working arrangements, the vast majority of organisations (91%) offer at least some kind of arrangement, with the most common on offer being remote working, part-time hours, and informal flexibility. SMEs in particular say that 65% of their employees are able to work flexibly, compared with that of larger organisations at 53%. 

 

Due to the urgency of its implementation though, it’s no wonder that proper frameworks were not able to be put in place in time to support this new working model, which can put companies at risk of inconsistent practices and data security breaches potentially resulting in legal claims. Legislation is finally catching up to demand though, and as set out in the new Employment Bill, employers will need to justify refusals to flexible working requests more clearly and have good enough reasons if denying them. Since April 2024, employees are entitled to make flexible working requests from day one of their employment, rather than after 26 weeks of service. Employees now have just two months (from a previous three) to respond to said request and are required to handle them in a reasonable manner. Employees can also make up to two statutory requests per year, providing greater flexibility to adapt working arrangements to changing personal circumstances. 

 

Having clear and detailed flexible working policies is essential to protecting both employers and employees. Ambiguity can lead to misunderstandings, inconsistent treatment, and even legal disputes. Here’s what you need to know to stay on the right side of the law while maintaining you and your employees’ wellbeing.  

 

Can an Employer Still Say No?

While employers do have a duty to consider each request in a ‘reasonable’ manner, there are of course some circumstances in which flexible or hybrid working may not be sustainable for a company at that given time, in which case an employer can indeed refuse the request. A reasonable manner doesn’t mean just nodding along, nor does it mean dismissing requests without the grounds to do so, it involves engaging in a meaningful discussion with the employee, and genuinely considering how their request could work in practice rather than defaulting to a refusal. Employers should explore alternatives and compromises in instances where the full request is not possible, and records of these conversations should be kept. Being transparent about the business rationale and maintaining consistency across all teams helps demonstrate that the process has been fair and reasonable in coming to a solution.

 

Typical grounds for refusal include:

Burden of additional costs 

Detrimental impact on performance or quality of work

Inability to redistribute work across existing staff

If, for example, a team member’s requests to work from home two days a week was denied by management and put down to ‘team cohesion’ or something equally vague, without documenting the process, risks could include a potential claim of unfair treatment. To avoid this, employers must clearly outline the reasons, explore alternatives, and document communications. 

 

It’s important here, to clearly distinguish between flexible working (which refers to variations in hours, patterns, or shifts) and hybrid arrangements (which specifically involve working from home or another location rather than the office). Failing to treat these requests consistently and providing vague or insufficient reasons for rejection can lead to discrimination claims or accusations of unfair treatment.

 

Legal Considerations

Flexible and hybrid arrangements still carry legal implications beyond their initial request, in other words, you still have a duty of care over your employees in all the same ways as you would if they were under the same roof as you. 

 

Firstly, contracts must be updated to reflect the new working patterns/arrangements, including details of hours, locations, breaks, and expectations surrounding availability. This must be done within 28 days of the working conditions changing. Having all of these details agreed and documented means everyone stays on the same page and minimises disputes surrounding any of the aforementioned terms. 

While the home may not be a traditional workplace, risk assessments, ergonomic guidance, and regular check-ins remain crucial. 

Remote work may increase risks of sensitive data exposure, so secure systems, clear IT policies, and employee training are essential. 

Performance management should adapt to flexibility without feeling invasive, for example, setting clear objectives, monitoring outputs rather than hours, and maintaining open communication ensures accountability while respecting privacy. 

 

Wellbeing from a Distance

Wellbeing support is particularly important for remote workers, whose working conditions can make them significantly more prone to mental burnout than those working in the office. The Royal Society for Public Health (RSPH) recently found that 67% of remote workers surveyed, struggle to switch off from work. This can lead to increased isolation, burnout, and blurred boundaries between work and personal life – all of which can affect one’s mental health. Employers should combat this by taking a proactive approach to their teams’ mental wellbeing, by holding regular check-ins, and providing access to mental health resources.

 

IR35 and Contractors

No, it’s not a Star Wars character you’ve never heard of, though it can be just as tricky to understand. IR35 – sometimes referred to as the Intermediaries Legislation – is a set of tax rules that applies to people contracted through an intermediary who are not classed as genuinely self-employed by HMRC. Its purpose is to stop ‘disguised employment,’ where individuals might pay less tax than they should. Flexible work can be great for your employees, but it’s also been adopted by contractors, freelancers and other gig economy roles as a way of expanding their client base and fitting commitments around a varied schedule, therefore, ensuring clarity over status is critical, particularly with IR35 considerations affecting tax and employment rights. 

 

Flexible and hybrid working styles are no longer reserved for those lucky enough to find a job that offers them, they are essential options to boost productivity, retention, and crucially, legal compliance. As the law evolves to keep up with demandsincluding stricter timelines and clearer expectations for handling flexible working requests – employers must ensure their policies also keep pace, addressing contracts, wellbeing, and operational needs.

 

Book your Employment Law Health Check today to ensure your flexible working policies are legally compliant and prepared for future changes. 

Legal Update: Government to Increase Lasting Power of Attorney (LPA) Registration Fee

Legal Update: Government to Increase Lasting Power of Attorney (LPA) Registration Fee

 

The government recently announced that the LPA registration fee is increasing from £82 to £92 per LPA.

Paid to the Office of the Public Guardian, these registration fees are required before any LPA can be registered.

What is an LPA?

An LPA is a legal document that allows you to formally appoint one or more trusted individuals to make certain decisions on your behalf.

For this reason, LPAs may give you more control over what happens to you if you have an accident or illness leading to an inability to make your own decisions.

There are two types of LPA:

Health and Welfare LPA: This can be used for decisions relating to medical care, moving into a care home or obtaining life-sustaining treatment.

Property and financial affairs LPA: This can be used for decisions relating to managing bank accounts, paying bills or selling your home.

You can create one or both types of LPA depending on your needs.

When is the fee increase happening?

While subject to parliamentary approval, the fee increase is expected to take effect from 17 November 2025 and will affect LPA applications submitted from that date. This means that if you are currently in the process of creating an LPA, you should consider finalising your application before the implementation, to ensure that you benefit from the current lower fee.

Final Thoughts

Overall, the government has explained that the key reason for the fee increase is to ensure that the fee better reflects the cost of processing applications.

It also follows a rise in the number of LPA registrations in the previous financial year. We await to see what (if any) impact the fee increase will have on the volume of LPA registrations going forward.

If you are considering creating an LPA or would like any further information, please contact a member of the Private Client Team at Glaisyers ETL.

Partner, Head of Private Client

Chris Burrows

AI, Alignment, and Accountability

AI, Alignment, and Accountability

 

As we’ve referred to previously, the UK is currently avoiding the active regulation of AI in favour of passing responsibility down to regulators in the hope that they will police its ethical use through self-regulation. That doesn’t mean, of course, that the lawyers aren’t stepping in to try and fill the void, whether via various court cases that could help to set the tone for the responsible development and deployment of AI models until regulation sets it in stone or in conducting exercises in legal theory. 

 

In July, the Law Commission of England and Wales published a Discussion Paper on AI and the Law. It maps the legal challenges of advanced AI, and asks the central question of whether we should give AI its own separate legal “personality” – the same legal fiction that lets limited companies own property, sign contracts, and be sued.  

 

Having grown up watching I, Robot and Terminator, the prospect of AI with “legal personality” could easily resurface repressed robophobia. However, while we may eventually find ourselves in a dystopian nightmare come true unless meaningful guardrails and guidelines are put in place and enforced, the real and immediate challenges and risks with AI come from existing legal concepts. Without careful reform, the everyday use of AI could create legal risks that are difficult to manage for both those deploying systems as well as their users.  

 

Alignment and Behavioural Control 

The central technical challenge is alignment: ensuring AI acts in line with human values and legal norms. Advanced models don’t just follow these rules, they adapt and optimise. Sometimes they reward hacks, achieving goals in ways no one intended. In tests, models have lied, sabotaged shutdowns and attempted to manipulate humans to achieve their goals. This deception isn’t a product of malice, its intelligence optimising for goals we never intended.  If we continue to deploy AI without aligning its goals, ethical expectations and legal obligations with ours, harm will surely follow. 

 

Law For The Robots? 

From a legal perspective, AI misbehaviour raises a number of potential legal issues. A claim in negligence assumes that harm is reasonably foreseeable, and criminal liability requires a guilty mind. As AI autonomy increases, we will encounter scenarios where no natural or legal person can readily be identified as responsible – and liable – for harm caused by an AI system. 

 

Data and IP 

AI is already straining existing IP and data protection rules. As we’ve set out in previous articles, training large language models requires the ingesting of vast datasets that inevitably contain copyright “works” and personal data. Many models are non-interpretable, meaning even  their developers can’t identify exactly what went into them, or how it shaped the output. This frustrates transparency, lawful basis, and proportionality requirements under the UKG DPR and EU GDPR, and leaves rights holders unable to check whether their content has been used unlawfully. 

 

For now, Judges are being asked to work all of this out. In the US, Anthropic has proposed a settlement of $1.5 billion for allegedly downloading pirated books to train its model, Claude. In a separate lawsuit filed by music publishers against Anthropic in 2023, it’s alleged that song lyrics were used to train Claude without permission. In the UK, Getty Images claims that Stability AI unlawfully used millions of Getty’s photographs to train its image-generating model, Stable Diffusion. The legal system is slowly catching up to AI companies who have been training models for free and without any consideration of the position of the owners of the content and data used to do so.  

 

Accountability Gaps & Complex Supply Chains  

Traditional duty-of-care and product liability legal frameworks were introduced in relation to products where risks and potential harms can be traced to identifiable actors at identifiable moments. Many AI systems disrupt that traceability: models evolve through data pipelines, fine-tuning, and updates, behaviour is partly opaque and non-deterministic, and failures can emerge only in deployment contexts the developer cannot fully simulate. Those features complicate proof of defect, legal causation and muddy attribution of fault between developers, integrators, and deployers. While strict liability, contribution and contractual indemnities mitigate some of these issues, residual gaps remain – particularly for continuously updated, service-like AI and for agentic systems that initiate actions without fresh human prompts.  

 

Legal Personality 

Granting AI models legal personality could help address the accountability gaps. If an AI system itself could own assets or enter contracts, claimants would have a clear defendant to sue, and regulators a clearer framework for enforcement. That structural clarity is attractive where responsibility is diffused across developers, deployers, and users. 

 

However, it’s likely to introduce more complex risks. Without strong alignment and transparency, legal personality could be exploited as a sophisticated liability shield. Developers might hide behind the “AI entity,” insulating themselves from responsibility in the same way corporate structures are sometimes misused to obscure accountability. Enforcement could become hollow – a legal entity with no assets, no decision-makers, and no capacity to form intent risks becoming an empty shell, frustrating victims’ ability to obtain redress. 

 

Unless carefully designed, it could weaken deterrence, complicate litigation, and blur accountability. And if that happens, we’ll be moving to a lodge in the woods. 

 

Proportionate Reform 

The Commission’s central message is that reform is essential but must be proportionate. Near-term priorities are clearer duties for high-risk AI, enforceable transparency standards, and sharper liability allocation across supply chains.  

 

Businesses developing or deploying AI must anticipate regulatory change, assess how data and IP are being used, and understand where accountability might fall in complex supply chains. We’re tracking these developments and advising clients on how to prepare, specifically within the Creative, Digital & Marketing Sector. If your organisation is investing in AI, concerned about the use of its data, or seeking clarity on liability and compliance, our team can help you navigate this rapidly shifting landscape both on our own and as part of our ComplyAI offering, a joint project with BrandXYZ. 

 

Artificial Intelligence may raise any number of issues, but authentic insight can help you to navigate them.  

Head of Creative, Digital & Marketing

Steve Kuncewicz

Solicitor

Peter Pegasiou

Preparing Your Business for Year-End: Legal and structural considerations for Q4 success

Preparing Your Business for Year-End: Legal and structural considerations for Q4 success

 

As the final quarter of the year approaches, businesses across the UK are turning their attention to performance reviews, budgeting and strategic planning for the year ahead. While financial and operational matters often take centre stage during this period, legal and structural considerations are equally vital and too frequently overlooked.

At Glaisyers ETL, our Corporate team works closely with SMEs, owner-managed businesses and growth companies to ensure they are entering the new year on a strong legal footing. Below, we outline five key areas every business should be reviewing as Q4 gets underway:

1. Corporate governance and compliance review

Begin with a review of your company’s governance framework. Are all filings up to date with Companies House? Are statutory registers accurate and complete? Now is an opportune time to identify and resolve any compliance gaps particularly in light of the ongoing reforms under the Economic Crime and Corporate Transparency Act.

2. Shareholder agreements and ownership structures

For companies with multiple shareholders, it is essential to revisit the shareholder agreement. Does it still reflect the commercial and operational realities of the business? Are minority protections and exit mechanisms appropriately structured?

Why this matters: Clear and up-to-date shareholder documentation can help avoid disputes, attract investment and facilitate a smoother process in the event of a sale, succession or restructuring.

3. Contracts and commercial risk

Year-end presents an ideal opportunity to review and audit key contractual arrangements including supplier agreements, client terms and conditions, non-disclosure agreements and employment contracts. Are there any auto-renewal clauses approaching activation? Are the liability provisions, termination clauses or other commercial terms still appropriate?

A legal audit in this area can help identify risks, support renegotiation efforts and strengthen your contractual position heading into the new year.

4. Restructuring and group simplification

If your business operates as part of a group structure, or if there are dormant subsidiaries within the group, now may be the right time to consider whether simplification could bring operational or tax efficiencies. Our team frequently supports clients with intra-group restructures, share reclassifications and other corporate housekeeping matters as part of longer-term strategic planning.

5. Preparing for investment or exit in 2026

If your business is contemplating a capital raise or preparing for a potential sale in 2026, the groundwork should begin now. Investors and acquirers will expect well-maintained records, a clear ownership structure and clean governance documentation. Starting preparations early not only helps avoid delays but also positions your business as more attractive and investment ready.

Final thoughts

Legal housekeeping rarely feels urgent until it is. Proactive planning in Q4 provides the opportunity to address minor issues before they become significant obstacles, mitigate future risks and enter the new year with clarity and confidence. 

At Glaisyers ETL, we support businesses at every stage of their growth journey. Whether you are preparing for investment, planning an exit or simply seeking to optimise your legal structure, our Corporate team is here to help. 

To discuss how we can support your business through Q4 and beyond, get in touch with our team today. 

Legal Advisor

Bola Adeniyi

Common issues with side letters between landlords and tenants

Common issues with side letters between landlords and tenants

 

Side letters are a versatile tool in commercial property transactions, allowing landlords and tenants to document agreements that modify or supplement the terms of a lease.

Understanding the common uses and implications of side letters can help both parties manage their lease agreements more effectively.

Why do parties use a side letter?

Parties use side letters for various reasons, such as documenting temporary or personal arrangements, avoiding reworking approved documents or addressing last-minute changes. For example, a landlord may agree to accept monthly rent payments instead of quarterly payments, as required by the lease.

This arrangement can provide flexibility for tenants facing financial difficulties and help landlords maintain a steady cash flow. However, it is essential to ensure that the side letter clearly outlines the terms of the agreement to avoid misunderstandings and disputes.

When not to use a side letter

Side letters can be a convenient way to clarify or correct mistakes in a lease. Whether a side letter is appropriate depends on the nature of the mistake and its context within the lease. For example, side letters should not be used to extend the term of the lease or add additional property to the demise.

Instead, they can address minor errors or provide supplementary information. If the mistake is significant, the parties may need to consider rectification or other legal remedies, like the use of a Deed of Variation or even surrendering the agreement and entering into a new agreement that contains the correct agreed terms between the parties.

Registration of side letters

Side letters do not affect a registrable disposition and are not required to be registered at the Land Registry. This allows the parties to keep the contents of the side letter off the register.

However, whether a side letter is binding on successors depends on its construction rather than registration. A side letter may bind a buyer of the landlord’s interest if the benefit is not expressed to be personal to the landlord, even if the buyer is unaware of the side letter’s existence.

Binding successors

Determining whether a side letter binds successors involves a two-stage process:

1. Interpretation

The drafting of the side letter will indicate whether it is intended to be personal or to bind successors. If the side letter is clearly personal, it will not bind successors.

 

2. Transmission of covenants

If the side letter is intended to bind successors or is silent on the issue, the transmission of the benefit and burden of landlord and tenant covenants must be considered.

For new leases, covenants in a tenancy include covenants in a collateral agreement and bind successors, except for personal covenants. For old leases, covenants that “touch and concern” the land pass to successors.

Third-party implications

Whether a third party can enforce the side letter depends on its drafting. The relevant ‘rights of third parties’ legislation will apply, which can be of particular concern where associated companies might want to enforce the obligations in the side letter.

Key points to consider before entering into a side letter:

– 1. Personal or binding

Determine if the side letter is intended to be personal to the particular landlord/tenant or should bind their successors.

– 2. Legally binding

Ensure the terms of the side letter are intended to be legally binding on the parties.

– 3. Temporary variation

Clarify if the side letter documents a temporary variation and specify the duration.

– 4. Breach provisions

Define if the provisions of the side letter end if the tenant breaches any obligations under the lease or side letter.

– 5. Guarantor involvement

If there is a guarantor to the lease, they should also sign the side letter.

– 6. Lender consent

If the landlord’s property is subject to a charge, the lender should consent to the side letter.

 

Side letters are a valuable tool for landlords and tenants to manage and modify lease agreements. However, if not drawn up with the correct level of care, they can leave the parties trying to unscramble a confusion or to enforce a loosely attempted contractual relationship.

If you require further guidance regarding the use of a side letter or on commercial leases in general, please contact us to speak to a member of our Real Estate team.

Associate

Chino Osuji