Implications of Brexit on private M&A transactions from an English law perspective


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert
Practice notes
Brexit

Implications of Brexit on private M&A transactions from an English law perspective


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert

Practice notes
Brexit
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ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior to 11pm (GMT) on 31 December 2020 (IP completion day) on private M&A transactions, ie transactions involving the sale and purchase of shares or the business/assets of a private limited company or unlisted public limited company pursuant to either a share purchase agreement (SPA) or an asset purchase agreement (APA). For information on the effect of Brexit on private M&A sale and purchase agreements following IP completion day, see Practice Note: Brexit—IP completion day impact on private M&A sale and purchase agreements [Archived].

At 11pm UK time on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the UK and the EU.

The UK is now regarded by the EU as a ‘third country’, ie it is a country that is not an EU Member State or a member of the European Free Trade Association (EFTA). Nevertheless, in accordance with the Withdrawal Agreement, the UK’s relationship with

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Jurisdiction(s):
United Kingdom
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Key definition:
Brexit definition
What does Brexit mean?

means: (a) the United Kingdom (UK) ceasing to be a member state of the European Union (EU) and/or the European Economic Area (EEA) on exit day; and/or (b) the commencement, end of[ or variation in] any transitional, trading or other arrangements from time to time between: (i) the UK and the EU and/or EEA (including during any implementation period and IP Completion Day); and/or (ii) the UK and any other country, group of countries, international organisation, bloc or body (including the World Trade Organization) in contemplation of or (directly or indirectly) in connection with the UK’s said cessation of membership;

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