Brexit—IP completion day impact on private M&A sale and purchase agreements

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Brexit—IP completion day impact on private M&A sale and purchase agreements
  • Summary table
  • Drafting SPA/APA clauses: points to consider following IP completion day
  • References to EU instruments
  • Territorial scope
  • Competition notifications/clearances (conditions precedent)
  • Warranties
  • Clauses emanating from the due diligence process
  • Governing law clause
  • Jurisdiction clause
  • More...

Brexit—IP completion day impact on private M&A sale and purchase agreements

At 11pm (UK time) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the UK and the EU. From that point on, the UK has been regarded by the EU as a ‘third country’ that is not an EU Member State or a member of the European Free Trade Association (EFTA).

During the Brexit implementation period which ran from exit day until 11pm UK time on 31 December 2020 (IP completion day), the key EU regulations effectively remained in place for Corporate lawyers (see Practice Note: The effect of Brexit on UK company law), but as of IP completion day, certain changes were made to this picture.

A number of the potential changes to UK corporate law outlined prior to IP completion day were due to take place if the UK and the EU failed prior to IP completion day to enter into a ratified agreement that would govern their ongoing relationship. The EU–UK Trade and Cooperation Agreement (TCA), ie the post-Brexit trade deal between the UK and the EU, was finally agreed just days before IP completion day. Further to the agreement of the TCA, the European Union (Future Relationship) Bill was introduced to Parliament on 30 December 2020, and having completed all

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