Cross-border European M&A

What's happened?

At 11 pm on 31 December 2020, the transition period ended and the UK entered into a new trading relationship with the EU under the EU-UK Trade and Cooperation Agreement (TCA). The TCA came into force on 1 May 2021.

How this will impact you

Although the TCA represents a fundamental shift in the EU-UK relationship, it does not impact UK corporate law or M&A. The UK has, therefore, implemented the changes it proposed in these areas if there was no deal.

As expected, Brexit has not had a major impact on share sale transactions, unless they are affected by competition regulation. Sale and purchase agreements should still be reviewed, however, to ensure that references to the EU and EU legislation still work and that clauses such as termination, governing law, and jurisdiction are not affected.

Any proposed acquisition of a UK public company is governed by the rules of the UK Takeover Code (Code). The legislation underpinning the Code and certain provisions of the Code itself has been updated. Most of the changes are technical in nature and do not materially alter the Code. One substantive change is that the shared jurisdiction of certain takeovers with other regulators has ended.

Brexit has also not had a major effect on UK company law, although the ability of UK-based companies to use certain European company structures and to use the EU cross-border mergers regime has ended.

Read our briefings below for more information on these changes.