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PRACTICE NOTES
This Practice Note provides an overview of the scope and requirements of the EU Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) and Commission Delegated Regulation (EU) 2022/1288. Overview of EU SFDR and related regimes Regulation (EU) 2019/2088 (EU SFDR) on sustainability-related disclosures in the financial services sector establishes a transparency and disclosure regime for the financial services sector in the EU. The EU SFDR is part of a broader sustainable finance regulatory framework in the EU, including the EU’s Sustainable Finance Action Plan adopted in March 2018 (Action Plan). For more information on the Action Plan (including a high-level summary of the EU legislation that forms part of the Action Plan, including the EU SFDR, the EU Taxonomy Regulation (Regulation (EU) 2020/852 (EU TR)), and sustainability integration requirements, see: Sustainable finance and ESG—overview. For EU financial services sustainable finance and ESG initiatives, including the regulation on ESG ratings (Regulation (EU) 2024/3005), see: Sustainable finance and ESG—overview. The EU SFDR introduced
PRACTICE NOTES
What does the EU Taxonomy Regulation do? The EU Taxonomy Regulation (Regulation (EU) 2020/852) was published in the Official Journal of the EU on 22 June 2020 and entered into force on 12 July 2020. Its entry into application has been phased, as detailed under Timeline below. The EU Taxonomy Regulation establishes an EU-wide classification system or ‘taxonomy’ intended to provide businesses, investors, financial institutions, companies and issuers with a common language to identify to what degree economic activities can be considered environmentally sustainable. The overarching objective of the Regulation, as a transparency tool, is to help inform decision-making and better direct investments to the economic activities essential to the transition to net zero. The EU Taxonomy Regulation amends, and uses definitions from, Regulation (EU) 2019/2088 (the EU Sustainable Finance Disclosures Regulation (the EU SFDR)) and is supplemented by a number of delegated regulations, as detailed in Supplemental legislation—disclosures and Supplemental legislation—technical screening criteria below. Mandatory requirements and voluntary uses The EU Taxonomy Regulation contains both mandatory and voluntary elements:
PRACTICE NOTES
This Practice Note examines Directive (EU) 2019/1152 on transparent and predictable working conditions in the EU (the Transparent and Predictable Working Conditions Directive or ‘Directive’), which lays down rules on employers to transpose in writing the terms of the employment relationship for the sake of legal certainty and transparency. The rules provide greater detail regarding the information that employees must receive regarding their working conditions. The Transparent and Predictable Working Conditions Directive has been in force since 31 July 2019 and the deadline for transposition by Member States was 1 August 2022. With application lodged on 6 February 2026, the European Commission initiated proceedings under Article 260(3) TFEU on the ground that Spain had failed to fully transpose the Directive within the prescribed deadline, seeking both a lump sum and periodic penalty payments. Background information The obligation to provide information to employees and workers under EU law is not new. With the advent of the single market in 1992, Directive 91/533/EEC (the Written Statement Directive) aimed at laying down the obligation for employers
PRACTICE NOTES
This Practice Note summarises the law, guidance and practice in relation to unfair commercial practices in the EU. It reviews the key aspects of Directive 2005/29/EC, also known as the EU Unfair Commercial Practices Directive (EU UCPD) which covers misleading actions, misleading omissions, aggressive practices and banned practices in respect of consumers. This Practice Note also highlights the amendments introduced by Directive (EU) 2019/2161, the EU Omnibus Directive and Directive (EU) 2024/825, the EU Empowering Consumers Directive. Key EU legislation and materials The EU Unfair Commercial Practices Directive Directive 2005/29/EC, also known as the EU Unfair Commercial Practices Directive (EU UCPD), prohibits unfair commercial practices. The EU UCPD distinguishes five types of unfair commercial practice (see ‘Types of unfair commercial practices’ below) including banned commercial practices that are prohibited in all circumstances. EU Member States were required to implement the EU UCPD by 12 June 2007 and apply the rules from 12 December 2007. Key information EU Unfair Commercial Practices Directive Title Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning
PRACTICE NOTES
This Practice Note provides an overview of Council Directive 93/13/EEC of 5 April 1993, also known as the EU Unfair Terms in Consumer Contracts Directive (EU UTCCD). It provides details on the background, scope, enforcement, and on recent developments of the EU UTCCD. It explains the general prohibition of unfair terms, the ‘fairness test’, the grey list of unfair terms set out in the directive, and the consequences of a term being considered unfair. It also describes the transparency requirements laid down in the EU UTCCD. For more information on other key EU legislation protecting EU consumers, see Practice Note: Key EU consumer legislation—summary. For more information on EU case law related to consumer protection, see Practice Notes: EU consumer protection cases tracker [Archived] and EU commercial law—key developments tracker for cases decided before and after 2025 respectively. Introduction to the EU UTCCD Background Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts, also known as the EU UTCCD, protects European consumers from unfair terms and conditions which might
PRACTICE NOTES
This Practice Note examines Directive (EU) 2019/1158 on work-life balance for parents and carers, the EU Work-Life Balance Directive, which lays down rules on employers to allow parents and carers a more flexible working pattern with the aim of pursuing an increasing role for women in the employment market. It discusses the rights introduced by the Directive, such as the paternity leave and the carer’s leave, as well as the rights which have been reinforced and maintained. Background and aims At EU level, several Directives in the areas of gender equality and working conditions have already addressed certain issues that are relevant for work-life balance, in particular: • Directive 2006/54/EC on the implementation of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation (recast) • Directive 2010/41/EU on the application of the principle of equal treatment between men and women engaged in an activity in a self-employed capacity • Directive 92/85/EEC on the introduction of measures to encourage improvements in the safety and health at work of pregnant
PRACTICE NOTES
The General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR) became applicable in the EEA (which at that time included the UK) on 25 May 2018. Life sciences companies often collect and/or use significant amounts of personal data, including health-related data, regarding individuals (or ‘data subjects’) such as, for example, patients and clinical trial subjects. Therefore, the importance of the EU GDPR and the United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (UK GDPR) (which applies following the UK’s withdrawal from the EU) for life sciences companies cannot be underestimated. Assimilated law is the name given to retained EU law (REUL) which remains in force after the end of 2023. The re-categorisation of REUL (and associated terms) to assimilated law reflects a change in its status and treatment under UK law, in that it is generally to be interpreted according to ordinary domestic law and principles. From 1 January 2024, REUL
PRACTICE NOTES
This Practice Note considers: • EU sanctions • sanctions in the US, and • the similarities and differences between the EU and US sanctions regimes Practice Note: Development of sanctions regime in the UK during the Brexit transition period [Archived] explains and monitors the Sanctions and Anti-money Laundering Act 2018 which received Royal Assent on 23 May 2018. Originally proposed in the Queen’s Speech in June 2017, the Act introduces a new framework for the implementation and enforcement of international sanctions in the UK with the purpose of enabling the UK's continued compliance with international law following the Brexit transition period. For the impact of the end of the transition period on sanctions provisions in loan agreements, see Practice Note: The effect of sanctions on loan agreements, Brexit—documentary implications for facility agreements [Archived], and Brexit checklist—finance documents [Archived]. European Union sanctions The EU applies sanctions and restrictive measures to promote the objectives of the Common Foreign and Security Policy. The sanctions are designed to lead to a change in the policies or activities
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. A package of legislation intended to reduce risks in the EU banking sector, known as the ‘banking package’, was published in the Official Journal of the EU on 7 June 2019. The package sets out revised rules on capital requirements (Directive (EU) 2019/878 (CRD V)) which amends the fourth Capital Requirements Directive 2013/36/EU (CRD IV) and Regulation (EU) 2019/876 (EU CRR II) which amends the Capital Requirements Regulation (EU) 575/2013 (EU CRR)) as well as revised rules on resolution (Directive (EU) 2019/879) (EU BRRD II) which amends the Bank Recovery and Resolution Directive 2014/59/EU (BRRD) and Regulation (EU) 2019/877 (EU SRMR II) which amends the Single Resolution Mechanism Regulation (EU) 806/2014 (EU SRMR)). This Practice Note looks at each of these measures in turn, as well as the background to the banking package and when the provisions started to apply. Background to the banking package In November 2016, the European Commission published
PRACTICE NOTES
This Practice Note considers the EU conflict minerals regime which, by requiring third party audits and disclosures about supply chain due diligence, seeks to reduce the financing of armed conflicts through the trade of minerals. Background Responsible sourcing is now an important dimension to supply chain management. Supply chain professionals must account for and respond to non-governmental organizations (NGOs), customers, shareholders, and regulators’ expectations that business entities should know the provenance of all materials and components in their products, and that they should address the human rights impacts of their operations and supply chains. Sourcing valuable minerals from conflict-affected and high-risk areas is one of the most challenging supply-chain concerns. To address that concern, in 2010, the US Congress included a provision in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) that required the Securities and Exchange Commission (SEC) to issue a rule focused on breaking the connection between trade in certain minerals sourced in central Africa and extreme
PRACTICE NOTES
If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation (EUMR) and meets its jurisdictional thresholds, it must be notified to the European Commission (the Commission). The Commission will then investigate the transaction following a set procedure. Until the transaction has been cleared by the Commission, the parties must suspend its implementation. The Commission’s investigation will start once the parties to the transaction formally notify the Commission by submitting a completed Form CO. Once started, an investigation will follow a set process with strict timings: • all mergers will be subject to a phase I investigation—the Commission has 25 working days to issue its phase I decision (extendable to 35 working days if parties offer commitments), and • where the Commission has concerns that a merger will restrict competition, it will then refer the merger for a more in-depth phase II investigation, unless the parties offer suitable remedies—the Commission has 90 working days to issue its phase II decision (though subject to possible extensions up to 125 working
PRACTICE NOTES
The Investment Firms Regulation (EU) 2019/2033 (IFR) and the Investment Firms Directive (EU) 2019/2034 (IFD) entered into force on 25 December 2019. The IFR began to apply with effect from 26 June 2021, with some exceptions. Member States were required to transpose the IFD into national law by 26 June 2021, and to apply the majority of those national measures from the same date. Under the IFR and IFD, most EU investment firms are subject to new, simpler prudential rules, while large, systemic firms that carry out bank-like activities and pose similar risks as banks are regulated and supervised like banks. Background to the IFR and IFD There are several thousand investment firms in all Member States in the European Economic Area (EEA). The bulk of these firms are small to medium-sized and focus on offering investment advice, receiving, transmitting and executing orders, and managing portfolios. Unlike credit institutions, investment firms do not take deposits or make loans. This means that they are a lot less exposed to credit risk and the risk of depositors