Latest Posts
Meet Me at the APT: What the 2025 Settlement Means
In early September 2025, Manchester City and the Premier League reached a binding settlement that ends City’s challenge to the amended Associated Party Transaction (APT) rules. City has formally recognised that the November 2024 APT rules are valid and enforceable going forward, so the current framework remains in place. This follows the decision on 13 February 2025 in connection with the old rules, where an arbitration tribunal (Sir Nigel Teare, Christopher Vajda KC and Lord Dyson) held that the 2021-2024 APT rules were “void and unenforceable.” That finding potentially opens the door to retrospective claims relating to that period.
What are APT Rules and Why Were They Introduced?
APT rules were introduced in 2021 following the takeover of Newcastle United by a Saudi-led consortium, amidst concerns that a sudden influx of capital could confer an unfair advantage. The rules gave the Premier League powers to ensure that any commercial transactions between a club and an “Associated Party” represented Fair Market Value (FMV), to prevent owner-linked deals being used to gain a financial advantage over competitors who did not have access to such funds. In effect, the rules stop club owners from subsidising teams through favourable transactions with linked entities (e.g. sponsorships inflated above market value). The change was introduced at a meeting of all Premier League teams in December 2021, with Newcastle United and Manchester City voted against.
How Manchester City Came Under Scrutiny
Manchester City has been the target of scrutiny under the APT rules. In November 2023, a sponsorship agreement with First Abu Dhabi Bank was deemed not at FMV and in need of adjustment. Similar investigations were also reportedly opened into transactions with Emirates Palace and the Etihad Aviation Group.
Manchester City’s First APT Arbitration Challenge
On 24 January 2024, Manchester City requested arbitration under Section X of the Premier League Rules to set aside those determinations, arguing that Rules E.55-E.79 of the APT rules were unlawful. City contended that the relevant sections of the APT rules violated Sections 2 and 18 of the Competition Act 1998, and that they amounted to an “object restriction” of competition.
The First Award (25 September 2024)
Some of the key findings from the Tribunal on 25 September 2024, included:
1. Shareholder Loans
The APT framework allowed one form of form of subsidy–shareholder loans–to pass outside APT scrutiny, while other forms (such as inflated sponsorships) were caught, even though both were viewed as equally damaging to the Premier League’s Profitability and Sustainability objectives.
2. Object Restriction – February 2024 FMV Amendments
The February 2024 amendments broadened the definition of transactions that could be found above FMV and shifted the burden of proof from the Premier League onto the club. This increased risk of transactions being falsely deemed above market value to the extent that the rules operated as an object restriction.
3. Public Law – Procedural Unfairness
The FMW assessment process lacked transparency: clubs were unable to see or comment on comparable-transaction data used in the test prior to determination.
The Severance Question and the Second Award (13 February 2025)
From 27 January 2025, the Tribunal considered whether the unlawful parts of the 2021-2024 APT rules could be severed so the rest could stand. Applying the blue pencil test from Tillman v Egon Zehnder which permits a tribunal to delete offending wording but not add or rewrite any language), the Tribunal found:
- Textual severance: the shareholder-loan exclusion could be crossed out without adding words; and
- Residual bargain/consideration: the remaining regime would still constitute a valid bargain.
However, the test ultimately failed on the third limb of “overall effect”. Removing the exclusion would fundamentally alter the regime by bringing shareholder loans–a central and established financing tool for clubs–from no APT scrutiny to full scrutiny (including potential FMV re-pricing), materially expanding the rules’ operation. Since the defect could not be cured by targeted deletion, the Tribunal declared the 2021-2024 APT rules void and unenforceable.
What is Affected by the “Void” Finding
The main impact of this ruling is confined to the historic period (2021-2024). The Tribunal did not strike down the current APT rules, which were adopted in November 2024 and remain unaffected by the awards.
The determination that APT rules were void between 2021 and 2024 means clubs scrutinised during this period could potentially seek damages for Associated Party Transactions that did not occur or were reduced in value due to the unlawful regime (e.g. loss of chance claims).
The amended framework remains in force. A key correction is that shareholder loans are now in scope of APT/FMV oversight, subject to transitional carve-outs for certain pre-22 November 2024 loans. It is not the case that all existing shareholder loans remain entirely outside the new rules.
Other Affected Clubs and Transactions
Manchester City was not the only team impacted by APT rules between 2021 and 2024. The awards and public reporting show multiple APTs were notified to the Premier League during that period, with Chelsea Football Club’s transfer of its women’s team to BlueCo noted as an example of intra-group asset transfers attracting review. Other clubs, such as Newcastle United, that made APTs during the relevant period may seek damages on the basis that these deals would have had a higher value but for the now-nullified APT rules–even where the Premier League did not directly require an adjustment.
Settlement Ends the APT Dispute (September 2025)
In early September 2025, Manchester City and the Premier League privately concluded their protracted dispute by reaching a settlement:
- City has formally recognised that the November 2024 APT rules are valid and enforceable going forward, effectively abandoning its legal challenge to those amendments.
- In return, the Premier League secures legal certainty for its updated framework, which subjects all future associated-party deals–including shareholder loans–to FMV oversight.
- While the voiding of the 2021-2024 rules may open the way for retrospective claims, it does not undermine the integrity of the current regime.
City has now acknowledged the enforceability of the Premier League’s current APT framework, however clubs may now focus on potential claims relating to the historic period.
What Next?
It will be interesting to see whether any historic claims do manifest, given that the position going forward now seems settled. The affected Clubs may see little value in further protracted litigation with the League.
Under the current rules, clubs should anticipate continued FMV scrutiny of owner-linked sponsorships and shareholder financing. Preparing evidence of market benchmarks and engaging early with the League on methodology (including access to comparable data) will be essential.
Read More
Quastels Recognised in the Legal 500 UK 2026 Rankings
We are pleased to announce that Quastels has been recognised in this year’s The Legal 500 UK 2026 rankings across four categories:
- ‘Leading Firm’ in Commercial Property: Corporate Occupiers
- ‘Leading Firm’ in Private Client: Personal Tax, Trusts and Probate
- ‘Leading Firm’ in Industry Focus: Hospitality & Leisure
- ‘Firm to Watch’ in Industry Focus: Retail & Consumer
We are pleased to have retained our ‘client satisfaction’ badge, which reflects our dedication to exceptional service and expertise across the firm.
About The Legal 500
The Legal 500 is widely regarded as one of the most respected legal directories, evaluating law firms and individual lawyers through rigorous independent research, client testimonials, and industry insight. Earning a place in The Legal 500 reflects a firm’s commitment to delivering exceptional legal services and cultivating strong client relationships.
At Quastels, we are proud of our longstanding reputation for excellence and client care, and we are delighted to be recognised in this year’s rankings.
Key Rankings
Commercial Property: Corporate Occupiers
For five consecutive years, our Commercial Property team has been recognised in the Commercial Property: Corporate Occupiers category.
The ranking highlights our extensive legal expertise, particularly in:
- Portfolio management
- Acquisitions
- Disposals
Our practice spans the retail, leisure, and office sectors, delivering bespoke advice to businesses navigating commercial property matters.
Recognised Legal Professionals
The Legal 500 ranking specifically commends our department heads and key individuals for their contributions:
- Mark Cornelius (Partner and Co-Head)
- Naomi Jones (Partner and Co-Head)
- Jonathan Gross (Partner)
- Aisha Anjum (Senior Associate)
Client Testimonials
The following testimonials have been collated independently by the Legal 500 research team.
“Quite frankly, it’s the team’s proactive nature, the partners are available when you need to speak to them, and they are always trying to provide a solution for you and the underlying client.”
“The team have a deep understanding of our business and tailor their advice accordingly; we know we can rely on them to be concise and responsive to our complex and changing needs.”
“Quastels have gone above and beyond acting on our behalf. The due diligence checks have been extensive, and they utilised relationships with firms abroad to ensure that the recorded notice was served promptly and at a reasonable cost to us as the client.”
Private Client: Personal Tax, Trusts, and Probate
Our Private Wealth team has been recognised for the first time in The Legal 500, in the Private Client: Personal Tax, Trusts, and Probate category.
The ranking highlights our expertise in existing and emerging fields, including:
- Tax
- Trusts
- Succession Planning
- Tax aspects of cryptoassets
Recognised Legal Professionals
The Legal 500 specifically mentions the work and expertise of:
- Ben Rosen (Partner and Head of Department)
- Jack Burroughs (Senior Associate)
Client Testimonials
The following testimonials have been collated independently by the Legal 500 research team.
“This is a team which is high energy, extremely responsive and authentic.”
“Ben Rosen is a delight. He absolutely loves what he does which makes him really fun to work with. He inspires great confidence with clients and has the sort of grasp of complex material to be able to articulate it clearly.”
“Ben Rosen – excellent solicitor. Prepared to go the extra mile for a client. Highly recommended.”
Industry Focus: Hospitality & Leisure
This year, we are pleased to further expand our presence in The Legal 500 rankings, being named a ‘Leading Firm’ in the Industry Focus: Hospitality & Leisure category.
Our Hospitality & Leisure sector offering received recognition for assisting clients across the restaurant, theatre, hotel and pub sectors, amongst others, with key work including:
- Sales
- Restructurings
- Commercial contracts
- Fund structuring
- Asset management
Recognised Legal Professionals
The Legal 500 recognised these key players in our Hospitality & Leisure group:
Client Testimonials
The following testimonials have been collated independently by the Legal 500 research team.
“We have used Quastels numerous times and they can always find a commercial solution to sometimes complex problems, not just looking at the legal ramifications but the commercial ones as well.”
“One of the standout features of Quastels is the diversity within their team – not just in background, but in experience and perspective. This diversity enhances their ability to handle complex, cross-disciplinary issues with nuance and agility.”
“I’m especially grateful to Adam Convisser for his time, expertise, and unwavering support. In moments of stress, he reassured me and guided me through challenges with professionalism, empathy, and clarity. I’ve developed a genuinely strong relationship with him, which speaks volumes about the quality of service and personal attention Quastels provides.”
Industry Focus: Retail & Consumer
We are pleased to have retained our standing as a ‘Firm to Watch’ in the Industry Focus: Retail & Consumer category. Our Brands & Luxury sector offering received recognition for its cross-disciplinary approach, providing legal solutions across corporate, commercial, real estate, employment, and governance issues.
Recognised Legal Professionals
The Legal 500 highlighted the contributions of:
Thank You
We are incredibly proud to be growing our recognition in The Legal 500, which reflects the development of the firm over the past twelve months. A heartfelt thank you to our clients, colleagues and The Legal 500 for their continued support and kind words. Our growing recognition motivates us to continue delivering fantastic service across all of our practice and sector areas.
If you require legal assistance, please contact us, we would be delighted to help.
Read More
Restrictive Covenants: How Employers Can Protect Their Business Interests
In a competitive market the departure of a key employee can put a company’s most valuable information and assets at risk. From confidential material to trusted client relationships, the loss can be significant, and in some cases, irreversible.
Restrictive covenants remain one of the most effective contractual damage limitation tools. However, the law is applied strictly; a clause will only be enforceable if it is reasonable, proportionate, tailored to the individual, and justified by genuine business requirements. With anticipated legislative changes, now is the time for employers to review and strengthen these protections.
What Are Restrictive Covenants?
A restrictive covenant is a contractual term limiting certain activities by the employee after employment ends. Only a narrow range of interests can be legitimately protected, including client connections, confidential information, trade secrets and workforce stability.
The purpose is not to block fair competition, but to prevent unfair advantage gained through access to the employer’s resources and relationships. This distinction matters – restrictions with no clear link to a legitimate business interest are unlikely to be enforceable. If a clause exists solely to prevent a former employee from working elsewhere, it will almost certainly fail.
Restrictive covenants are part of a broader toolkit for protecting business interests. Other measures, such as intellectual property clauses, clear policies on data security, and exit interviews, complement these contractual protections.
Main Types of Post-Termination Restrictions
- Non-compete: prevents the employee from working for a competitor or starting a competing business for a defined period. These are the most difficult type of restriction to enforce and face the highest judicial scrutiny.
- Non-solicitation: prevents the employee from approaching the organisation’s customers, clients or suppliers after they leave.
- Non-dealing: prevents the ex-employee from working with your clients, even if the client initiates contact.
- Non-poaching: prohibits the employee from enticing or encouraging current staff to join them in a new venture or competing business.
Confidentiality obligations apply both during and after employment, operating alongside post termination restrictions. They can be a stronger legal foundation because they are not subject to the same time limits. However, once employment ends, only trade secrets remain automatically protected, so an express confidentiality clause is needed to cover wider information.
In practice, businesses often combine different restrictions. For example, a senior sales executive may be a subject to a non-compete clause of limited duration, a non-solicitation clause covering key clients, and ongoing confidentiality obligations. Layering protections in this way improves enforceability and provides flexibility in the event that one of the clauses is challenged in court.
Are They Enforceable?
To be enforceable, a restrictive covenant must be reasonable in scope, duration and geography. There is no “one size fits all” approach. For example, a restriction suitable for a sales director may not be justified for a junior manager, even if they both work in the same department.
The restrictive covenant must go no further than is necessary to protect the specific commercial interest, such as safeguarding client relationships or protecting confidential know-how. It’s also important to bear in mind that enforceability is assessed at the time the covenant was agreed, not when the employee leaves. Therefore, it is important for employers to review and update restrictions after promotions or significant changes in role.
If a clause is found to be too broad, for example, covering clients the employee never dealt with or applying to an unreasonably wide geographical area, or lasting longer than necessary, a court may strike it out entirely rather than rewrite it.
Each covenant should therefore be tailored to the employee’s actual responsibilities and supported by a clear, evidence-based justification for its terms.
Anticipated Legal Changes
The government has proposed a statutory cap of three months on non-compete clauses in employment contracts. While not yet implemented, this change would require employers to place greater emphasis on the other types of restrictions, such as non-solicitation and garden leave provisions to maintain protection. Garden leave is a period during an employee’s notice when they remain employed and continue to receive salary and benefits, but are typically not required to attend the workplace and are often restricted from performing their normal duties, engaging with clients, customers or colleagues, or starting new employment with a competitor.
The courts are also continuing to reinforce the importance of up to date, role specific drafting, particularly after promotions or internal restructures.
Why Should Businesses Review Existing Restrictions?
With legal reforms pending and enforceability challenges increasing, businesses are recommended to review existing clauses as an opportunity to:
- Identify gaps and areas of risk, particularly following promotions or change in job roles of individuals;
- Review too wide geographical areas or definitions and provisions that will stand up to scrutiny; and
- Ensure that all documentation reflects the employee’s current role and responsibilities, reducing the risk of disputes and strengthening enforceability in court.
The aim is not to exclude employees from the market indefinitely, but to preserve the core relationships, information and goodwill on which businesses rely.
To discuss the contents of this article, please contact our Employment team via the form below.
Read More