BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. Following IP completion day, key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see: Brexit and financial services: materials on the post-Brexit UK/EU regulatory regime [Archived]. This Q&A considers the impact of Brexit on passporting in the insurance sector, what options are available to insurers to continue to access the European Economic Areas (EEA) and the factors for insurers to take into account in their contingency planning. This Q&A is produced in partnership with Clare Swirski at Clifford Chance. What are the main aspects of passporting under Solvency II? The activity of providing insurance on a cross-border basis within the EEA is described as 'passporting' and, under Solvency

The Bribery Act 2010 consolidated and reformed the law on bribery.

The Bribery Act 2010, which seeks to modernise and consolidate the law on bribery and corruption in the UK, creating two new offences of bribery (bribing someone or being bribed), a new distinct offence of bribery of a foreign public official, and introduces a new corporate offence of failing to prevent bribery, comes into force on 1 July 2011.

This Practice Note provides a summary of key bribery convictions and alternative disposals in England and Wales since the implementation of the offences under the Bribery Act 2010 (BA 2010). For more information on the prosecution of bribery and corruption offences generally, see Practice Notes: The Bribery Act 2010—an introductory guide, Active bribery, passive bribery and bribing foreign public officials and Failure to prevent bribery—the offence. The cases below demonstrate that disposals for offences under the BA 2010 can take a variety of forms: • prosecution proceedings can be commenced against an individual or corporate entity suspected of bribery • as an alternative to prosecution, the Serious Fraud Office (SFO) may agree a deferred prosecution agreement (DPA) with a corporate entity, for more information, see Practice Notes: DPAs entered into to date—tracker, Deferred prosecution agreements, Terms and content of a DPA and DPAs in practice • as happened in the case of Glenrothes (Brand–Rex) (see below), a civil recovery settlement could be agreed between the prosecutor and a corporate entity who self-reports bribery offences, in respect

Bribery Act 2010—territorial application The Bribery Act 2010 (BA 2010) creates a choice of jurisdiction where part or parts of the offence occur in part or parts of the UK and/or where the offending takes place abroad, albeit this may require a close connection to the UK. For more information, see Practice Note: Jurisdiction in respect of allegations of bribery. In summary, the territorial application for the prosecution of offences is set out in BA 2010, s 12. Offences contrary to BA 2010, ss 1, 2 and 6 should be prosecuted in either England and Wales, Scotland or Northern Ireland depending on whether any act or omission which forms part of the offence takes place in that part of the UK (BA 2010, s 12(1)). Where bribery occurs overseas and there is no act or omission within the UK but the person who committed an act of bribery is subject to BA 2010, proceedings for the offence may be taken at any place in the UK. A person is subject

Corporate Crime analysis: Mr Cook was a senior civil servant within the Ministry of Defence (MOD) who was convicted of misconduct in public office but acquitted of a more serious charge of corruption. The case related to his acceptance of commissions in relation to the award of a contract by MOD. Having been convicted of the lesser offence, the judge sentenced him to 30 months’ immediate custody having closely followed the Bribery Sentencing Guideline. The approach to sentencing in this case, and the difficulties faced by the judge in reaching the sentence provide a useful moment to reflect on the need for reform of the common law offence of misconduct in public offence. Written by Tayyiba Bajwa, barrister at Doughty Street Chambers.

Why you need to manage this risk Under the Bribery Act 2010 (BA 2010) it is a criminal offence to pay or receive a bribe. In addition, BA 2010 includes two offences designed to target commercial bribery: • an offence of bribing a foreign public official • a separate corporate offence of failure to prevent bribery The corporate offence of failure to prevent bribery can be committed by a commercial organisation where a bribe is paid by a person associated with it with the intention of obtaining or retaining business or business advantage for the organisation—see Practice Notes: The Bribery Act 2010—an introductory guide and Failure to prevent bribery—the offence. An organisation may also face criminal liability where the relevant offence is committed by a senior manager of the organisation where that senior manager was acting within the actual or apparent scope of their authority. For further information, see subtopic: Corporate criminal liability—managing the risk. It is a defence to the corporate offence of failure to prevent bribery to have adequate procedures in place

Commercial analysis: Did bribery by an intermediary and a corrupt manager extend to the wider relationship between the parties, and was there an agency arrangement? Anna Myrvang, legal director at Clyde & Co LLP, looks at the majority decision of the Court of Appeal in UBS AG (London Branch) and another v Kommunale Wasserwerke Leipzig.

1 Introduction 1.1 We have performed an organisation-wide assessment of the areas where we are most at risk of either offering or accepting bribes. 1.2 We have identified the following major types or areas of risk that we face: 1.2.1 the geographical areas in which we operate; 1.2.2 the sectors in which we operate; 1.2.3 operational risk. 2 Geographical risk assessment 2.1 We [do not] have overseas operations [in the following jurisdictions: [insert details]]. 2.2 We have due diligence processes in place where: 2.2.1 we [have customers based AND/OR trade AND/OR are instructed by customers based] overseas; 2.2.2 a politically exposed person is involved in a [matter OR transaction]; 2.2.3 we have an intermediary relationship with a third party based in a country with high levels of corruption. 3 Sector

This Practice Note considers civil claims for bribery, either at common law (tort claim) or in equity. It: • identifies what a bribe or secret (or half-secret) commission is • explains bribery as a claim in equity • explains bribery as a common law claim in tort • considers the role of consent and informed knowledge • identifies the different available remedies • identifies related and supporting claims As discussed below, fiduciaries and their duties form a constituent element of a civil bribery claim, irrespective of whether the claim is pursued in tort or equity. For general guidance on fiduciaries, see Practice Notes: • Fiduciary Duties • Fiduciary duties—remedies for breach What is a bribe under civil law? Bribery is most commonly understood in the scenario where B (being the agent of principal, A) accepts the payment of money from C (the briber), which B does not disclose to A, in order that B then persuades or influences A as regards its dealings with C. See illustration: Bribery

1 Assemble a bribery incident team Assemble a bribery incident team, including your head of legal/compliance, nominated officer, risk manager, anti-bribery and corruption (ABC) officer (if you have one) and head of HR. Appoint someone to lead the team. 2 Consider evidence preservation Take immediate steps to preserve relevant documents, communications, financial records, approval records, due diligence materials, contracts and other evidence. Consider whether access to relevant systems, records or transaction data should be secured. Consider the preservation of legal professional privilege (LPP) and document control. 3 Consider reporting obligations Consider the preservation of LPP and document control before making

Bribery laws • means the Bribery Act 2010[ and associated guidance published by the Secretary of