Brexit – the impact on corporate law of the UK leaving the EU

This post was first published on our Corporate Notes blog.

The UK ceased to be a member of the EU at 11pm on 31 January 2020. The impact for corporate practitioners will be limited until 30 December 2020 when the transition/implementation period expires (unless extended).

Key point to note are:

• References to the EU – As the UK is no longer a Member State of the EU, it will be important to consider whether a reference to the EU in any contract should be to the EU (i.e. the remaining 27 EU Member States) or to the EU and the UK.
• Continuing application of EU law – EU law still applies in the UK, and the UK will continue to trade with the EU as part of the Single Market until December 2020. For further details on the legal effect of the UK/EU Withdrawal Agreement, see the Withdrawal Agreement Q&A section of our Brexit Legal Guide. In contracts continuing after December 2020, the parties will need to consider whether to reference EU law and/or UK law – for example the EU GDPR, UK GDPR or both.
• M&A – The European Commission will continue to provide a “one-stop-shop” for merger clearance in respect of transactions impacting the EU and the UK until the end of December 2020. Our competition, regulation and trade team has published an ebulletin on the impact of the Withdrawal Agreement on merger control.
• Prospectuses – It will still be possible to passport an FCA-approved prospectus into the EU until the end of December 2020.
• Choice of law – English law has always been a popular choice for parties doing business worldwide and the UK’s exit from the EU should not change that. The validity and effectiveness of any contractual choice of law is very unlikely to be affected by Brexit.
• Enforcement of judgments – The situation as regards enforcement of judgments as between the UK and EU Member States, if UK proceedings are brought after the end of the transition period, is complex and in certain cases the enforcement of a judgment may depend on local domestic laws. For further information, see the posts here and here on our Brexit blog.

For in-depth resources, which will continue to be updated as things develop, see our Brexit Legal Guide and our Brexit blog.

We have also published our latest View from Brussels, in which we look at some of the critical issues that will need to be resolved during the negotiations on the shape of the EU’s future trade relationship with the UK.