<p>Filter Knowledge</p>

The European Medicines Agency (the EMA) is set to relocate to Amsterdam after Brexit and want to exit their London-based lease on the basis of the principle of legal 'frustration'. Its landlords, Canary Wharf Group, argue that they should still be liable for their leasehold obligations for the rest of the 25 year term, ending in 2039.

Over the summer, EU judges reached an important decision which vindicates the European Commission's stance that even minority investors can be liable for the competition infringements of investee companies.

In The State of The Netherlands v Deutsche Bank AG [2018] EWHC 1935 (Comm), the High Court ruled that the Transferor of cash collateral under a standard form 1995 ISDA Credit Support Annex was not obliged to pay, or otherwise account for, interest to the Transferee where the contractually stipulated rate was negative. The decision provides certainty to an issue that the market has sought to deal with contractually by way of ISDA's 2014 Collateral Agreement Negative Interest Protocol.

On 21 September, the Scottish Court of Session – the highest court in Scotland – overturned an earlier decision and permitted a group of cross-party politicians to refer a question to the European Court of Justice (ECJ) as to the revocability of an Article 50 notification (Wightman v Secretary of State for Exiting the European Union). The poor reaction to Theresa May's proposed Chequers plan, from the public and from EU leaders at the Salzburg Summit, make the full hearing to answer this question, scheduled for 27 November, all the more relevant.

HM Treasury and FCA Brexit proposals for investment funds

HM Treasury and the FCA have published draft regulations and rules which contain their respective Brexit proposals for investment funds. These are designed to facilitate the "onshoring" of EU legislation relating to investment funds, including AIFs and UCITS funds, and to establish a temporary permissions regime following the UK's withdrawal from the European Union.

In this issue, the article considers a selection of the more significant or interesting FCA and PRA enforcement actions published between 1 June 2017 and 30 June 2018 in order to identify common themes and lessons that can be learnt by firms and individuals.

In this In Practice article, the author highlights some of the key challenges posed by a sponsor affiliate being a lender in a club or syndicated loan transaction, and discusses practical approaches to limiting the associated risks for third party lenders.

Earlier this week, against the background of the renewed focus on corporate governance and reporting, the GC100 Group published practical guidance¹ for boards on compliance with section 172 of the Companies Act 2006. Please see our recent briefings for further information on changes to the UK Corporate Governance Code and the Companies (Miscellaneous Reporting) Regulations 2018.

In recent years, mid-market borrowers/sponsors have been striving to incorporate terms more commonly seen in large-cap financings and high yield issuances into mid-market leveraged finance transactions (up to €300m). This briefing provides an overview of the key current documentary battlegrounds between borrowers/sponsors and their lenders and examines how what is seen in today's large-cap finance documents frequently makes its way into tomorrow's mid-market term sheets.

Key employment and business immigration developments for employers

In the latest of a series of procedural breaches that have been punished by the UK and EU merger control authorities, over the summer the UK Competition and Markets Authority (CMA) fined Electro Rent £100,000 for failure to comply with the requirements of an interim enforcement order (IEO). The case serves as an important reminder of the need for transaction parties to ensure tight compliance with procedural requirements during merger control investigations. It is also a useful reminder of the complexities of closing a transaction without obtaining merger control clearance from the CMA.

After almost a year of discussion, on 12 June 2018 the European Parliament approved a revised proposal put forward by the European Commission to amend the terms of EMIR¹. The revised proposal, aimed at reducing costs and simplifying certain rules under EMIR, is likely to mean at least some good news for most market participants, although others may be disappointed that the proposal did not go further.

The UK's Information Commissioner, Elizabeth Denham, is not one to shy away from a challenge. In the midst of implementing one of the biggest changes to European data protection legislation in the last 20 years (the General Data Protection Regulation (GDPR)), she embarked upon a series of high profile investigations – and the first target in the firing line was Facebook.

On 6 April 2018, the way that termination payments are taxed is going to change. Employees will be taxed on notice pay, even where there is no PILON in the contract.

The Network and Information Systems Regulations came into effect with little fanfare on 10 May 2018, when most businesses were in the throes of grappling with GDPR compliance. For this reason they seem to have passed largely under the radar.

In June 2018, two draft documents were published which will impact on the corporate governance and reporting obligations of large companies going forward : the Wates Principles for large private companies and the Companies (Miscellaneous Reporting) Regulations 2018 (the "Regulations").

In this In Practice article, the authors consider the variety of debt financing solutions which can determine the quality of a bid in a competitive auction process, together with a focus on the use of interim facilities.