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What do corporate lawyers need to do in order to deal with competition clearances/competition conditions (CPs) in share purchase, asset purchase and joint venture transactions with a UK nexus after the end of the Brexit implementation period?

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Published on LexisPSL on 02/09/2020

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • What do corporate lawyers need to do in order to deal with competition clearances/competition conditions (CPs) in share purchase, asset purchase and joint venture transactions with a UK nexus after the end of the Brexit implementation period?

The UK exited the EU on 31 January 2020. By virtue of the Brexit transition period in the Withdrawal Agreement (referred to in the UK as the implementation period), the UK continues to be covered by the EU’s ‘one-stop shop’ principle for mergers only until 31 December 2020.

Corporate transactions with UK aspects (such as share purchase or asset purchase transactions or joint venture arrangements) that meet the EU’s turnover thresholds continue to be notifiable to the European Commission (Commission) and do not need to obtain clearance from the Competition and Markets Authority (CMA) during the implementation period. To determine whether such transactions meet the European Union Merger Regulation under Council Regulation (EC) No 139/2004 (the EU Merger Regulation) jurisdictional thresholds, merging parties still need to continue to count UK turnover as part of EU turnover. The deadline for the UK government to make a request to extend the implementation period under the Withdrawal Agreement has now passed and therefore in the absence of any new agreement between the UK and the EU, the implementation period, during which the UK remains bound by existing and new EU laws and subject to the jurisdiction of the Court of Justice of the European Union, will end on 31 December 2020 (IP completion day).

As from IP completion day the UK will no longer be subject to the one-stop

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