The Government has published further final and draft statutory instruments to make the changes to legislation required in the event of a hard Brexit, i.e. if the UK leaves on 29 March 2019 without a deal.
Areas covered by some of the recent statutory instruments that have been published include:
- Company law – The draft Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2018 will make a range of miscellaneous amendments to the Companies Act 2006 and supporting secondary legislation to provide for Brexit, including in relation to EEA companies with a UK establishment or branch and the revocation of the Companies (Cross-Border Mergers) Regulations 2007. The draft European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 will create a new corporate form, a UK Societas, to ensure that European Public Limited-Liability Companies (often referred to by their Latin name, Societas Europaea (SEs)) registered in the UK on exit day have a clear legal identity and a domestic framework within which to operate.
- Company accounts – The draft Accounts and Reports (Amendment) (EU Exit) Regulations 2018 will make a number of amendments to the Companies Act in relation to the preparation and filing of accounts. The Accounting Directive (Directive 2013/34/EU) sets out requirements in relation to the preparation of accounts and provides exemptions from those requirements for entities incorporated or listed in the EEA. The Regulations will remove the preferred treatment for EEA companies under the Companies Act and will limit the scope of certain exemptions to UK companies with UK parents.
- Takeovers – The draft Takeovers (Amendment) (EU Exit) Regulations will amend the Companies Act to enable the UK takeover regime to operate outside the framework of the EU Takeovers Directive. As well as amending references to the Directive and incorporating certain provisions of the Directive, such as the General Principles, into the Companies Act, the Regulations will remove the requirement for the UK Takeover Panel to share jurisdiction of a bid where a company has its registered office in the UK but its securities are admitted to trading in another Member State.
- Competition – The draft Competition (Amendment etc.) (EU Exit) Regulations 2019 will, amongst other things, give the Competition and Markets Authority the power, where the UK jurisdictional thresholds are met, to review all mergers that affect the UK market, even where the transaction is also being reviewed by the European Commission. The draft Regulations also include transitional provisions in relation to anti-trust enforcement cases and investigations, competition court proceedings and merger cases that are ongoing at the time of Brexit.
FCA powers – The Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018 are intended to ensure that binding technical standards and rules made by the UK regulators, including the Financial Conduct Authority and Prudential Regulation Authority, continue to operate effectively after Brexit. These Regulations came into force on 26 October 2018.