Brexit – Impact Of No-Deal For Corporate Law Practitioners

Author:Ms Sarah Hawes, Antonia Kirkby, Robert Moore and Stephen Wilkinson
Profession:Herbert Smith Freehills

As a no-deal Brexit (i.e. the UK leaving the European Union without a withdrawal agreement in place) remains a possible outcome, below is a summary of the legislative and regulatory changes that will apply in the event of a no-deal Brexit that will be of interest to listed companies and corporate law practitioners.

Further detail can be found in the corporate law, capital markets and contract and other obligations sections of our Brexit legal guide, which have been updated to reflect the latest developments and which cover the anticipated impact of Brexit depending on whether there is a "no-deal" Brexit or a negotiated withdrawal deal is reached.

Legislative changes

The Government has published legislation to deal with a range of corporate law matters in a no-deal Brexit scenario including:

Companies Act 2006 - Various statutory instruments will amend the Companies Act including: the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019, which will make a range of miscellaneous amendments in relation to EEA companies with a UK establishment or branch and revoke the Companies (Cross-Border Mergers) Regulations 2007; the Accounts and Reports (Amendment) (EU Exit) Regulations 2018, which will amend provisions on the preparation and filling of accounts to remove the preferred treatment for EEA companies and limit the scope of certain exemptions to UK companies with UK parents; and the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 which will create a new corporate form (UK Societas). Audit - The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2018 will make amendments so that the framework for the regulatory oversight and professional recognition of statutory auditors and third country auditors in the UK should continue to work effectively. Market abuse and inside information - The Market Abuse (Amendment) (EU Exit) Regulations 2018 will address the deficiencies in the market abuse regime arising from Brexit. The regulations will amend retained EU Law relating to market abuse, including MAR, supplementary EU legislation made under MAR and the UK legislation which complements MAR, to ensure that the relevant legislation operates effectively at the point at which the UK leave the EU. Listing regime - The Official Listing of Securities, Prospectus and Transparency (Amendment) (EU Exit) Regulations 2019 will underpin the...

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