Introduction The use by an investor from one EU Member State (MS) of intra-EU bilateral investment treaties (BITs) and the Energy Charter Treaty (ECT) to commence an arbitration against another EU MS as the host state, has been a source of significant debate in recent years. The debate has highlighted the tension between the rights and protections granted to investors under EU law and those provided under BITs and the ECT. As discussed in greater detail below, that debate has now been largely settled as a matter of EU law. However, and notably, in almost all intra-EU investor-state arbitrations (whether under BITs or the ECT) (Investor State Arbitration or ISA) to date, arbitral tribunals have refused to decline jurisdiction on account of the intra-EU objection. Accordingly, many EU investors are seeking to enforce arbitral awards against EU Member States outside the EU and many more are seeking to seat arbitral proceedings concerning new intra-EU investment disputes outside the EU. For a background discussion of

Introduction The intra-EU posting of third-country nationals (TCNs) is a common labour mobility practice used by companies established in one Member State to provide services temporarily in another. Governed by Article 56 TFEU on the freedom to provide services, the posting of TCNs is rooted in the landmark Vander Elst ruling, Case C-43/93, which clarified that Member States cannot impose additional work permit requirements on lawfully employed TCNs posted from another Member State. While Directive 96/71/EC, the Posting of Workers Directive or PWD, as amended by Directive 2018/957/EU and complemented by Directive 2014/67/EU, the Directive on the enforcement of the PWD, provides the general legal framework for posting, these instruments remain silent on the specific modalities applicable to TCNs (for more information on the PWD, see Practice Note: Posting of workers in the EU). Moreover, the Directive ‘does not affect either the agreements concluded by the Community with third countries or the laws of Member States concerning the access to their territory of third-country providers of services; whereas this Directive

Competition between different firms, e.g. retailers, in relation to the same product or products produced by the same firm

This Licence is made on [insert date] (Commencement Date): Parties 1 [insert licensor name] a company incorporated in [England and Wales] under number [insert company number] and whose registered office is at [insert address] (the Licensor); and 2 [insert licensee name] a company incorporated in [England and Wales] under number [insert company number] and whose registered office is at [insert address] (the Licensee), (each of the Licensor and the Licensee being a party and together the Licensor and the Licensee are the parties). Background (A) [Explain relationship between the Licensor and the Licensee.] (B) [The Licensor has entered into an agreement with the Licensee [dated [insert date]] (Main Agreement) for [insert other description of relevant transaction (referencing any relevant related agreements)] (‘Transaction’).] (C) The Licensor has agreed to license, and the Licensee has agreed to take a licence of certain intellectual property rights that the Licensee wishes to use or take the benefit of on the terms of this Licence. (D) [This Licence is conditional upon [the Main Agreement being entered into between the parties on or before the date of this Licence].] (E) [Insert other recitals as appropriate] Licence terms STOP

This Deed is made on [insert date] Parties 1 [insert assignor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignor); and 2 [insert assignee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignee). Background (A) Assignor [insert the Assignor’s status or the background the relevant transaction] (B) Subject to the rights and encumbrances set out in Schedule 7 to this Deed, the Assignor owns the Intellectual Property Rights (C) [In an agreement dated [insert date of main agreement] (‘the Main Agreement’) the Assignor has agreed to assign the Intellectual Property Rights to the Assignee in accordance with the terms of this Deed.] (D) [insert other recitals as appropriate] The parties agree: 1 Definitions and interpretation 1.1 In this Deed, unless stated otherwise: Business Day • means a day other than a Saturday, Sunday or public holiday[, on which clearing banks

It involves the transfer of group company share capital or group assets between two or more companies in the same corporate group. Intra-group reorganisations are carried out for a variety of reasons, although the key motivation is generally to boost administrative, operational or economic efficiencies.

This Checklist briefly summarises the key steps involved in an intra-group reorganisation of assets owned by an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with a reorganisation by asset sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of a share sale, refer to: Intra-group reorganisation (by share sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. Issue Guidance Determining the intra-group reorganisation structure and other preliminary considerations (general) Asset purchase or share purchase? For guidance on pre-reorganisation planning and whether to choose a reorganisation by way of an asset or share purchase, refer to: Intra-group reorganisation—common issues—flowchart and

This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or share purchase? For guidance on pre-reorganisation planning and whether

The pension implications of an intra-group reorganisation will depend largely on the nature of the group’s pension arrangements. Key pension issues usually arise where a group sponsors one or more occupational defined benefit pension schemes. This Practice Note considers, by reference to two case studies, key issues that employers and trustees should bear in mind when implementing an intra-group reorganisation. Key pensions considerations Where the group sponsors a defined benefit (DB) pension scheme, immediate consideration should be given to whether the reorganisation would: • trigger the employer debt liabilities of a sponsoring employer under section 75 of the Pensions Act 1995 (the s 75 debt) and, if so, how this could be managed • detrimentally impact the sponsor support available to that scheme, which might in turn: ◦ impact the trustees' approach to the investment and funding strategy for the scheme, or ◦ expose the sponsoring employers (and parties associated or connected to them) to the Pensions Regulator’s (the Regulator’s) anti-avoidance powers • give rise

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This Agreement is made on [date] Parties 1 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer), and each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Customer conducts the business of [insert description]. (B) The Supplier conducts the business of supplying [insert description of services] to other businesses. (C) The Supplier and the Customer are each members of the same corporate group. (D) The parties have agreed that the Supplier shall supply services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Agreement • means this Agreement including its schedules, as the same may be amended or varied from time to time in accordance with

This Agreement is made on [date] Parties 1 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address]] (Supplier); and 2 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Customer conducts the business of [insert description] and is established in England and Wales. (B) The Supplier conducts the business of supplying [insert description of services] to other businesses and is established in [insert place of establishment]. (C) The Supplier and the Customer are each members of the same corporate group. (D) The parties have agreed that the Supplier shall supply services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Agreement • means this Agreement including its schedules, as the same