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NEWS
Life Sciences analysis: The Commission’s draft Article 6 Guidelines provide the clearest indication yet of how high-risk classification under the AI Act is likely to be assessed. The draft confirms two independent routes into the regime: Annex I product-safety systems and Annex III use cases. It adopts a broad approach to intended purpose, particularly for multi-purpose and GPAI systems, and a narrow approach to the Article 6(3) exemption. Providers, deployers and downstream integrators should align product, contractual and marketing materials, reassess safety-component analyses using the AI Act’s autonomous concepts, and prepare early for Annex III and Annex I application dates despite the Omnibus postponements. Produced in partnership with Toby Bond, partner, Iza Kowalczuk-Pakula, partner and Dr Nils Lölfing, senior counsel at Bird & Bird.
PRACTICE NOTES
This Practice Note provides an overview of the Common Agricultural Policy (CAP) in the EU including its history, objectives, funding as well as the main actions and instruments of the CAP such as direct income support (pillar 1), the Common Organisation of the Market including market measures (pillar 1) and the rural development policy (pillar 2). For more information on EU initiatives in the agriculture and food sector, see Practice Notes: EU agriculture/food regulation—horizon scanner and EU agriculture/food regulation—key developments tracker. History of the CAP The Common Agricultural Policy (CAP) is deeply rooted in the construction and development of the EU. After the war, Europe faced agricultural deficits and relied heavily on American supplies. Initially, the CAP was launched in 1962 to ensure secure food supplies. Since then, the CAP has been subject to several reforms in 1992, 1999, 2003, 2013 and 2021: the objectives of the CAP have evolved and moved away from price support towards direct payments to farmers, these payments being progressively decoupled from production. Since it was first introduced in 1962,
PRACTICE NOTES
What is the Common Travel Area? The Common Travel Area comprises: • the UK • the Channel Islands (the Bailiwicks of Jersey and Guernsey, which includes Herm, Sark and Alderney) • the Isle of Man, and • Ireland The Channel Islands and the Isle of Man are collectively referred to as ‘the Islands’ in the relevant legislation. They are also referred to as the ‘Crown Dependencies’ in Home Office guidance. Exemption from the requirement for leave to enter on arrival in the UK from within the Common Travel Area Section 1(3) of the Immigration Act 1971 (IA 1971) provides that: ‘Arrival in and departure from the United Kingdom on a local journey from or to any of the Islands (that is to say, the Channel Islands and Isle of Man) or the Republic of Ireland shall not be subject to control under this Act, nor shall a person require leave to enter the United Kingdom on so arriving, except in so far
CHECKLISTS
NOTE: This archived timetable summarises the typical timetable for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297 before the regulations were revoked at the end of the Brexit implementation period. Background The European regime governing mergers between companies in different member states of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK implemented the Directive via The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (Cross-Border Mergers Regulations). As well as a framework for mergers, the Cross-Border Merger Regulations govern employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) will apply in the normal way to the extent that at least one of the companies involved in the merger is covered by the scope of the Code. The Takeover Panel (Panel) has published a practice statement providing guidance on the application of the Code to cross-border merger situations. For further information see Practice Note: Cross border
PRACTICE NOTES
Importance of the definition of employees' share scheme in Companies Act 2006 When establishing a share incentive scheme for employees it is usual for the scheme to be structured and drafted so as to constitute an ‘employees’ share scheme' that falls within the Companies Act 2006 (CA 2006) definition. This is because a number of restrictions under CA 2006 do not apply to an employees' share scheme and therefore companies can often rely on these exemptions when operating their employee share incentives. In practice, the employees’ share scheme exemptions which are usually most relevant are those relating to CA 2006 provisions on: • the allotment of shares and grant of share options • share pre-emption rights • financial assistance requirements (subject to specified conditions) • the transfer of treasury shares, and • the buy-back of shares by a company In addition, there are implications of a scheme being an employees' share scheme pursuant to the UK Listing Rules. Care must be taken never unintentionally to taint the status
PRACTICE NOTES
Establishment and function of the Company Names Tribunal The Company Names Tribunal (the Tribunal) was established pursuant to the Companies Act 2006 (CA 2006). Under CA 2006, s 69 an applicant to the Tribunal may object to a company's registered name on the basis that it is the same or sufficiently similar to a name associated with the applicant in which it has goodwill. This Tribunal process works alongside regulations that prevent a company selecting a name that is identical or too similar to a name already registered by another company. There are a number of other rules enforced by Companies House that restrict the choice of a company name. For further information, see Practice Note: Company names and business names. Legislative framework CA 2006, ss 69–74 establish a right for any person to object to a registered company or limited liability partnership (LLP) name. The Tribunal specifically deals with applications under CA 2006, s 69(1)(a) and (b). The Company Names Adjudicator Rules 2008, SI
PRACTICE NOTES
Introduction Block exemption regulations provide widely applicable safe harbours for agreements from the UK prohibition on anticompetitive agreements which is set out in Chapter I (specifically, section 2) of the Competition Act 1998 (Chapter I), provided that the agreement meets the requirements of the relevant block exemption regulation. Each block exemption is based on the presumption that any restrictive agreement that falls within its scope fulfils the four conditions under section 9 of the Competition Act 1998 that are necessary for an individual exemption from the application of section 2 of the Competition Act 1998 (see further, Practice Note: Chapter I prohibition). Each block exemption regulation therefore creates a safe harbour, which protects restrictive arrangements from legal challenge under section 2 of the Competition Act 1998. Prior to 1 January 2023, the relevant block exemption for research and development (R&D) agreements was provided by Retained Regulation (EU) 1217/2010, the Retained Research and Development Block Exemption Regulation (UK Retained R&D BER) (applied as EU retained law
PRACTICE NOTES
Vertical agreements may be prohibited by section 2(1) of the Competition Act 1998 (CA 98). The Digital Markets, Competition and Consumers Act 2024 (DMCC Act) amended section 2 to apply to agreements implemented outside the UK in certain circumstances. The prohibition applies to agreements between undertakings, concerted practices, or decisions by associations of undertakings which have the object or effect of preventing, restricting or distorting competition within the UK or part of the UK and which, where implemented, or intended to be implemented, may affect trade in the UK or part of the UK , or, in any outer case, are likely to have an immediate, substantial and foreseeable effect on trade within the UK or part of the UK. Section 2(3) CA 98, which previously required the agreement to be implemented (or intended to be implemented) in the UK was repealed with effect from 1 January 2025.. As noted above, the DMCC Act amended the definition of the Chapter I prohibition so that it can apply to agreements, concerted
PRACTICE NOTES
Connect is the web-based system for notifications and applications. The Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) have been using Connect since 1 October 2014, when it replaced the previous Online Notification and Application System (ONA) . Although the FCA oversees the Connect system, it is used by both the FCA and PRA. Submissions route to the relevant regulator and, in the case of dual-regulated firms, the PRA takes the lead on handling submissions. Applications and notifications available via Connect Firms can make applications and notifications via Connect for the following: • approved persons • appointed representatives • AIFMD applications • benchmark administrators • cancellations of firm authorisation or permission • claims management • consumer buy-to-let registration • electronic money institutions: authorisation, registration or cancellation • firm details and attestation • MiFID II notifications • change in control notifications (for firms that are only regulated by the FCA) • suspicious transaction and order reports (STORs) • variation of permission • part 4A permission (with the exception of dual regulated firms, which still need to use paper forms) • payment institutions: authorisation, registration
PRACTICE NOTES
The general prohibition Pursuant to section 19 of the Financial Services and Markets Act 2000 (FSMA 2000) (the general prohibition), no person may carry on a regulated activity unless authorised by the relevant regulator or exempt. Under FSMA 2000, s 23, breaches of FSMA 2000, s 19 may constitute a criminal offence. Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), SI 2001/544, art 66 (Chapter XVII) sets out exclusions that apply to specified kinds of regulated activity. Their effect is to exclude certain activities from the scope of Regulated Activities for the purposes of FSMA 2000, s 19. For an overview of the different general exclusions that apply, see RAO, SI 2001/544. RAO, SI 2001/544, art 72B, as amended, provides for a general exclusion from the scope of regulated activities for ‘[a]ctivities carried on by a provider of relevant goods or services’ concerning ‘connected contract[s] of insurance’. Article 72B is more commonly referred
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. Note: The Construction (Design and Management) Regulations 2015, SI 2015/51 came into force on 6 April 2015, replacing the Construction (Design and Management) Regulations 2007, SI 2007/320. See Practice Notes: Construction (Design and Management) Regulations 2015 and CDM Regulations 2015—what's changed? [Archived]. The Construction (Design and Management) Regulations 2007, SI 2007/320 (the CDM Regs) came into force on 6 April 2007. Their purpose is to make health and safety a fundamental and routine consideration in the planning and management of all construction projects and ensure that the duties of the various parties are clear. The CDM Regs aim to reduce the risk of harm to those involved in the building, use, maintenance and demolition of structures and provide a framework to make this happen. The CDM Regs apply to all 'construction work' (as defined in the CDM Regs). They do not apply to construction work carried out for domestic clients or to landscaping, surveying, manufacturing, oil rig/ship building, mining and/or
PRACTICE NOTES
The UK government published the Construction Playbook (the ‘Playbook’) in December 2020 as had been promised in the National Infrastructure Strategy which was published on 25 November 2020 (see News Analysis: The National Infrastructure Strategy—infrastructure commitments and planning reforms). The Playbook outlines the government’s policy, strategy and key aims when procuring public works and construction projects from 2020 onwards. For details on the previous government strategy in relation to construction, see Practice Note: Government Construction Strategy 2016–2020 [Archived]. A revised version of the Playbook was published in September 2022, together with separate guidance notes on modern methods of construction, longer term contracting programmes, promoting net zero carbon and sustainability, market, supplier and supply chain engagement and recommendations following a review of public sector construction frameworks. Purpose, aims and objectives of the Playbook The purpose of the Playbook is to set out how the government will procure projects by setting out policies that it will adopt. In setting out the policies, there is a clear intention to reassess how projects have been procured in the past and to use new approaches