ARCHIVED: This Practice Note has been archived and is not maintained. It considers the impact of Brexit on contractual commercial clauses in advance of IP completion day. For information on the impact of IP completion day on commercial clauses, see Practice Note: What does IP completion day mean for contract clauses? The UK’s withdrawal from the EU on exit day, the implementation period and the period beyond have a number of implications for the drafting, negotiation and enforcement of contracts governed by English law. This Practice Note considers the impact that Brexit may have on business-to-business (B2B) commercial contract clauses specifically. In particular, this Practice Note looks at how Brexit may affect, change or bring about a requirement for: • warranty clause • hardship clause • force majeure clause • business continuity clause • price variation clause For the impact that Brexit may have on the drafting, negotiation and enforcement of B2B boilerplate clauses, see Practice Note: Brexit—drafting boilerplate clauses [Archived]. For the purpose of this Practice Note, unless expressly indicated otherwise, all references to: • ‘exit

ARCHIVED: This Practice Note has been archived and is not maintained. Brexit 11 pm (GMT) on 31 December 2020 marked the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements came to an end and significant changes began to take effect across the UK’s legal regime. EU Emissions Trading System The EU Emissions Trading System (EU ETS) works on the cap and trade principle and is the largest ETS in the world by volume. This means there is a limit on the total amount of certain greenhouse gases that can be emitted by the factories, power plants and other installations in the system. Within this cap, companies receive emission allowances which they can sell to or buy from one another as needed. The limit on the total number of allowances available ensures that they have a value. At the end of each year, each company must surrender enough allowances to cover

ARCHIVED: This Practice Note has been archived and is not maintained. The UK and EU’s specific proposals for dealing with the enforcement of judgments within the EU will be a key issue for UK practitioners. This Practice Note considers the impact that Brexit will have on enforcing court judgments within the EU when the UK exits the EU. It considers the current position under Regulation (EU) 1215/2012, Brussels I (recast) and summarises the UK’s and EU’s respective positions and considers the likely potential outcomes, based on the information available, for such issues. The Practice Note considers potential issues which may arise when the UK exits the EU and potential regimes which may assist when seeking to enforce a court judgment, being the Hague Convention on Choice of Court Agreements and the Lugano Convention 2007. For guidance of the impact of Brexit on Regulation (EC) 805/2004, the European Enforcement order regulation, see Practice Note: Brexit—European cross border processes [Archived] For an understanding of how a deal or no deal position may be reached, the House of Commons Exiting

ARCHIVED: This Practice Note has been archived and is not maintained. As a result of the 23 June 2016 referendum on membership of the EU, which voted with a 52% majority voting in favour of the UK leaving the EU, the UK left the EU on 31 January 2020 (exit day). In accordance with the Withdrawal Agreement, the UK then entered a transition period (implementation period) during which it continued to be subject to EU law. The implementation period ended on 31 December 2020 (IP completion day), at which point key transitional arrangements came to an end and significant changes began to take effect across the UK’s legal regime. During the implementation period, the UK government published practical guidance to help businesses prepare for how specific regimes relevant to environmental law would operate following IP completion day. On and immediately following IP completion day, a number of these guidance documents were reissued to reflect the confirmed legal and practical changes taking effect from 1 January 2021. Some of the guidance contained

Status of the UK This document is archived and no longer maintained. From exit day (31 January 2020) the UK was no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK entered an implementation period, during which it continued to be subject to EU law. References to exit day in many Brexit SIs are to be read as reference to IP completion day (Implementation Period completion day, defined in clause 39 as 31 December 2020 at 11.00 pm) (unless that provision is expressly disapplied by the SI in question). For further details, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union (Withdrawal Agreement) Act 2020 for R&I lawyers and Brexit Bulletin—key updates, research tips and resources. We look at some of the issues for R&I lawyers and professionals relating to the (i) Regulation (EU) 2015/848 (OJ L141/19), Recast Regulation on Insolvency [EU Recast Regulation on Insolvency] and (ii) Retained Regulation (EU) 2015/848, [Retained Recast Regulation on Insolvency]. This Practice Note is part of a suite of

Status of the UK ARCHIVED: This Practice Note has been archived and no longer maintained. As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK entered an implementation period, during which it continued to be subject to EU law. References to exit day in many Brexit SIs are to be read as reference to IP completion day (Implementation Period completion day, defined in clause 39 as 31 December 2020 at 11.00 pm) (unless that provision is expressly disapplied by the SI in question). For further details, see News Analyses: Brexit—impact of the Withdrawal Agreement and European Union (Withdrawal Agreement) Act 2020 for R&I lawyers and Brexit Bulletin—key updates, research tips and resources. This Practice Note is part of a suite of documents considering the impact of Brexit including: • Brexit—impact on Recast Regulation on Insolvency: this Practice Note also considers saving provisions for insolvency proceedings opened prior to IP completion day • Brexit—impact on winding up • Brexit—impact on company

Status of the UK This document is archived and no longer maintained. From exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK entered an implementation period, during which it continued to be subject to EU law. References to exit day in many Brexit SIs are to be read as reference to IP completion day (Implementation Period completion day, defined in clause 39 as 31 December 2020 at 11.00 pm) (unless that provision is expressly disapplied by the SI in question). For further details, see News Analysis: Brexit—impact of the Withdrawal Agreement and European Union (Withdrawal Agreement) Act 2020 for R&I lawyers and Brexit Bulletin—key updates, research tips and resources. This Practice Note considers the impact of Brexit on bankruptcy under the Insolvency Act 1986 (IA 1986). This Practice Note is part of a suite of documents considering the impact of Brexit, including: • Brexit—impact on Recast Regulation on Insolvency • Brexit—impact on winding up • Brexit—impact on company voluntary arrangements • Brexit—impact

ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior to 11pm (GMT) on 31 December 2020 (IP completion day) on corporate joint venture transactions, ie on joint ventures that had been set-up prior to IP completion day and the drafting implications for joint venture shareholders’ agreements that had been entered into prior to IP completion day. For information on the effect of Brexit on corporate joint venture agreements following IP completion day, see Practice Note: Brexit—IP completion day impact on joint venture agreements [Archived]. 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. The UK is now regarded by the EU as a ‘third country’, ie it is a country that is not an EU Member State or a member of the European Free Trade Association (EFTA). Nevertheless, in accordance with the Withdrawal Agreement, the UK’s relationship with the EU is currently in a transition period

As a result of the 23 June 2016 UK referendum on membership of the EU, which voted with a 52% majority voting in favour of the UK leaving the EU, government published the European Union (Withdrawal) Act 2018 (EU(W)A 2018). EU(W)A 2018 provided a range of legislative provisions in connection with the UK’s withdrawal from the EU, to ensure a functioning statute book post-Brexit. As a general rule—the same rules and laws applied after exit day (11 pm on 31 January 2020), as before exit day, until the implementation period completion date of 11 pm (GMT) on 31 December 2020 (IP completion day). From the point of its exit from the EU, the UK's relationship with the EU was governed by the Withdrawal Agreement, an international treaty negotiated by the UK and the EU during the withdrawal period, which intended to: • tie up the administrative and financial loose ends associated with the UK's membership of the EU • protect the rights of UK and EU citizens living in each other's territory, and • provide a stand-still

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note: • explains where to find information on the latest Brexit developments, in particular, those that impact financial institutions • explains how UK legislation will be impacted by the end of the transition period and the approach taken to ‘on-shoring’ financial services legislation • explains Brexit related issues of general applicability to finance transactions, including passporting, security and data transfer • sets out key issues for various specific types of financing (including project finance, real estate, aviation, debt capital markets (DCM), securitisation, derivatives and transactions involving individuals), and • explains the impact of certain key statutory instruments Information on the impact of Brexit on documentary terms in facilities agreements can be found in the Brexit checklist—finance documents [Archived] and in Practice Note: Brexit—documentary implications for facility agreements [Archived]. Where can I find information on the most recent Brexit developments? The Financial Services Brexit timeline sets out the key events, publications, and next steps on Brexit of most relevance to financial services

This Practice Note provides information relating to the impact of Brexit on financial services, including the loss of passporting rights, and how UK and EU firms should proceed following the UK becoming a third country for the purposes of EU financial services law after the end of the implementation period. This Practice Note provides information relating to the impact of Brexit on financial services, including the loss of passporting rights and the UK becoming a third country for the purposes of EU financial services law following the end of the implementation period. Further financial services materials regarding Brexit can be found in Practice Note: Brexit and financial services: materials on the post-Brexit UK/EU regulatory regime [Archived] and the Brexit collection. The end of the implementation period The UK left the EU on 31 January 2020 (exit day) and entered into an implementation period (referred to as a ‘transition period’ in the Withdrawal Agreement), during which the UK sought to negotiate its future relationship with the EU. Pursuant to section 1 of the European Union (Withdrawal)

Status of the UK This document is archived and no longer maintained. From exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK entered an implementation period, during which it continued to be subject to EU law. References to exit day in many Brexit SIs are to be read as reference to IP completion day (Implementation Period completion day, defined in clause 39 as 31 December 2020 at 11.00 pm) (unless that provision is expressly disapplied by the SI in question). For further details, see News Analyses: Brexit—impact of the Withdrawal Agreement and European Union (Withdrawal Agreement) Act 2020 for R&I lawyers and Brexit Bulletin—key updates, research tips and resources. This Practice Note is part of a suite of documents considering the impact of Brexit including: • Brexit—impact on Recast Regulation on Insolvency: this Practice Note also considers saving provisions for insolvency proceedings opened prior to IP completion day • Brexit—impact on administration • Brexit—impact on winding up • Brexit—impact on company