<p>Filter Knowledge</p>

Using a traffic light approach, we consider the sorts of amendments which might impact on "day one" security.

There is now at least some prospect of the UK leaving the EU on 29 March 2019 without either transitional arrangements or a long term comprehensive reciprocal regime being agreed as to how English courts and those of the r.EU should co-operate in a post-Brexit world, including in relation to allocating jurisdiction between them and recognising and enforcing each other's judgments in commercial cases.

As you will be aware, changes were announced in the October 2018 Budget to the qualifying conditions for Entrepreneurs' Relief (ER) requiring that, as well as holding 5% of share capital (by nominal value) and 5% of voting rights, an ER shareholder should be entitled to 5% of dividends and proceeds on a winding-up at all times during the relevant holding period (one year until 5 April 2019, two years thereafter).

Welcome to our 2019 newsletter, in which we share news of our planned events and other resources for in-house counsel this coming year, as well as a brief overview of the topics that we anticipate will dominate the legal agenda in 2019.

2018: the year of the CVA

2018 has seen a wave of company voluntary arrangements ("CVAs") hit the market, with high profile companies such as House of Fraser, Carpetright, New Look and Homebase (to name a few) all making use of this restructuring tool. This briefing note explains how a CVA works, provides an overview of current "market" themes, and makes some predictions on the future of CVAs.

• The government has confirmed that it will extend the "off-payroll" working rules to the private sector from April 2020.
• Companies may need to rethink the basis on which they engage contractors and should start to prepare for the change in law.
• We can guide you through the new rules and the steps you should take.

The "off-payroll" working rules typically apply to individuals supplying their services through an intermediary (commonly a personal service company) and were introduced for public sector contractors in April 2017. Legislation to extend the rules to the private sector from April 2020 will be published this summer but, in the meantime, there is action that those engaging workers through personal service companies (PSCs) can take.

"In this briefing we summarise some of those key known knowns and known unknowns which should be the focus of attention for firms in the coming year and beyond. As for the unknown unknowns, who knows?

Following the result of Parliament's vote on the Government's proposed Brexit deal on Tuesday 15 January 2019, it looks increasingly likely that the UK may leave the European Union ("EU") on 29 March 2019 ("Brexit Day") without a negotiated deal in place.

Key employment and business immigration developments for employers

Welcome to our annual Investment Funds Update, our briefing highlighting the key 2018 legal developments which impact the investment funds’ industry and previewing what can be expected in 2019. Whilst Brexit has undoubtedly been the focus this past year and will continue to be so into 2019, there have also been a number of other key developments and upcoming proposals which it is important to be aware of.

Funders in the specialty finance sector lend into finance companies or groups of finance companies which themselves make loans available (whether on a secured or unsecured basis) to companies, partnerships, sole traders and individual consumers.

Brexit will give rise to an array of complex commercial and legal issues in the regulatory, trade and environmental law spheres. These apply across the spectrum - from site-based operations, to products, export and trade, to regulated industries, through to the governance of compliance and risk by businesses more generally.

The Government has released the long-awaited White Paper on its post-Brexit immigration policy. The White Paper sets out the proposed immigration regime that would apply from 1 January 2021.

The Department for Business, Energy and Industrial Strategy ("BEIS") has published its response to its consultation on potential reforms to limited partnership law (published in April 2018). The reforms seek to address concerns that Scottish limited partnerships ("SLPs") have been used for improper purposes. The reforms will affect all UK limited partnerships registered under the Limited Partnerships Act 1907 ("LP Act"). The proposals have implications for private funds structured as limited partnerships, both in terms of the fund vehicle itself and any carry or feeder partnerships in the fund structure, and also for other vehicles used in connection with private funds, such as co-investment vehicles.

Advocate General Manuel Campos Sánchez-Bordona published on 4 December 2018 his opinion (which, as discussed further below, does not bind the ECJ, which will be considering the same issue as the AG at a later date) on whether, under Article 50 of the TEU, the UK can unilaterally revoke the notice of its intention to leave the EU.

Welcome to the latest edition of our Anti-Bribery Newsletter, our regular review of developments in the fight against bribery and corruption in the UK and other jurisdictions.

Earlier this week, the FRC published the final Wates Corporate Governance Principles for Large Private Companies (the "Principles"), which provide a framework for large private companies to comply with their new corporate governance reporting requirements under The Companies (Miscellaneous Reporting) Regulations 2018 (the "Regulations"). The new requirements apply in relation to financial years beginning on or after 1 January 2019, and BEIS stated in its recently updated FAQs on the Regulations that it expects the Principles to be widely adopted. For background information on the Regulations please see our client note and table summarising the scope of the Regulations.

As the 3 December 2018 deadline for online traders to comply with the new EU Geo-blocking Regulation has just passed, we look at what exactly it will mean for UK based businesses, and whether Brexit changes the picture for them.