Brexit—UK takeover regime

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

  • Brexit—UK takeover regime
  • Key areas of the UK takeover regime which will be affected by Brexit
  • Passporting of prospectuses
  • Revocation of Companies (Cross-Border Mergers) Regulations
  • Removal of shared jurisdiction rules under the Code
  • Treatment of overseas shareholders under the Code
  • UK market abuse regime
  • Implementation of the Prospectus Regulation
  • The Prospectus (Amendment etc.) (EU Exit) Regulations 2019
  • Exemptions to the financial promotion regime relating to EEA approved/issued documents
  • More...

Brexit—UK takeover regime

At 11pm (GMT) 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 this point, the UK was regarded by the EU as a ‘third country’, ie a country that is not an EU Member State or a member of the European Free Trade Association (EFTA).

Under the Withdrawal Agreement, the UK remained bound by existing and new EU laws and subject to the jurisdiction of the Court of Justice of the European Union for a transition period (referred to in the UK as the implementation period) following exit day. However, it was no longer a member of the political institutions or governance structures of the EU. The implementation period ended at 11pm (GMT) on 31 December 2020 (IP completion day).

On 24 December 2020, the UK and the EU announced they had agreed a post-Brexit ‘EU-UK Trade and Cooperation’ Agreement. This was implemented in the UK by the European Union (Future Relationship) Act 2020. For further details, see News Analyses: Comment—Relieved? UK and EU agree post-Brexit deal and Examining the European Union (Future Relationship) Act 2020.

In preparation for Brexit, the European Union (Withdrawal) Act 2018 (EU(W)A 2018) was passed, which repealed the European Communities Act 1972 (ECA 1972) on exit day.

The European Union (Withdrawal Agreement) Act 2020 (EU(WA)A 2020) was

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