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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.

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From Likes to Legacy: Succession Planning for Influencers

Digital estate planning is an essential aspect of modern estate planning, especially as we spend more time online and accumulate valuable digital assets.

For some individuals, the digital world has evolved into a space where they have been able to grow their own personal brand and following, and platforms to generate substantial wealth through influencer marketing, brand deals and sponsorships, as well as their own business ventures.

Content creators and influencers have valuable intellectual property (IP) tied to their social media presence and digital content. For this growing group of individuals, digital estate planning is becoming increasingly important, to ensure their digital assets are properly managed, protected and passed on after their death.

What is Digital Estate Planning?

Digital estate planning refers to the process of managing and organising an individual’s online assets, digital accounts, and IP in the event of their death or incapacitation.

This process is especially important for influencers and content creators, whose livelihoods are deeply intertwined with their online presence.

The unique business model and asset profile of an influencer presents specific challenges for estate planning, including the non-transferability of digital assets, the need to clearly identify digital assets, the structuring of IP and brand ownership to avoid legal disputes, and creating clear guidelines and restrictions for posthumous content use, if desired.

Management of Digital Assets

With the growth of numerous social media networks and online revenue streams, content creators and influencers often manage multiple online platforms, each with unique policies regarding account access and transferability after death.

Importantly for digital estate planning, digital property cannot vest with the executors or personal representatives of an estate if it cannot be identified, accessed and retrieved. Accordingly, there are crucial steps that should be taken, particularly by those whose digital assets hold significant financial value, to ensure that their digital assets, which are often intangible, pass safely to the intended beneficiaries.

A frequently updated list or inventory of digital assets and accounts serves as the foundation of an individual’s digital estate plan and is essential to ensure that digital assets are accounted for and not overlooked. For content creators and influencers, this includes, but is not limited to, their social media accounts, IP, revenue-generating sources like ad revenue from YouTube or TikTok, affiliate marketing or income from digital courses or products, as well as digital collectibles such as NFTs or cryptocurrency.

Compliance with account access and terms of service agreements is crucial when managing digital assets, and advice concerning the Computer Misuse Act 1990 ought to be taken.

Legal and Financial Clarity

An influencer’s name, logo, and digital content can constitute and amount to a financially valuable estate, and can continue to generate revenue even after death. However, if the ownership of the IP rights is not clearly defined and legally structured, disputes may arise between beneficiaries, business partners, and brand managers, potentially complicating the administration of the estate.

Standard personal possession legacies in Wills are often phrased in terms of the statutory definition of personal possessions, or personal chattels, under the Administration of Estates Act 1925. The definition, however, does not include property interests in digital assets that, by their nature, are intangible.

For Wills that do not specifically bequest an individuals’s digital assets, the digital assets form part of the residue of an estate and will pass to the residuary beneficiaries. This, however, may not be in line with the individual’s wishes.

For individuals with valuable digital assets, a separate digital assets clause is therefore essential, and should be drafted to include instructions and guidance on the access and management of the digital assets it disposes of. Careful consideration should be taken with respect to the wording of this clause, to avoid the inclusion of digital assets that an individual may wish to dispose of separately, either via a separate gift or Will trust.

Thought should also be taken if appointing a digital executor, to ensure they have the required technical knowledge to administer the digital estate. A digital executor’s responsibility may include gaining access to accounts and revenue sources, deciding whether to continue, sell, or shut down the brand, negotiating brand deals on behalf of the beneficiaries, and protecting IP from misuse.

Posthumous Control

For content creators and influencers, their digital content is often deeply personal, and reflective of their own creativity and individual journey. For some, it is important to plan for their IP’s future use, to ensure that their digital legacy aligns with their values and wishes, even after they are gone.

For those who wish to control how their content is used post-death, it is essential to define ownership, put in place the appropriate structures, and specify any limitations on how that content can be used. This can include limiting commercial exploitation, restricting artificial intelligence (AI) modifications, controlling brand collaborations, or setting timelines for the use or licensing of content.

With rapid advances in AI technology, including AI content modifications, recreations and deepfakes, it is feasible, more so now than ever, for new content to be created in the style of the original creator, whether that be new audios or videos, that may not necessarily be in line with the deceased’s original intent or beliefs, leading to the possibility for an individual’s likeness to be exploited and their legacy tarnished, if not appropriately addressed before death.

Helping You Find the Right Solution

In the digital age, digital estate planning, particularly for those who have a significant online presence, is an increasingly important and complex aspect of estate planning. By taking steps to document your IP, and communicating your wishes early, you can ensure that your digital legacy not only passes to your intended beneficiaries, but aligns with your personal and professional values, even after you are gone.

To discuss your requirements and find out how we can help you, please get in touch.

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