<p>Filter Knowledge</p>

Doug Bryden and John Buttanshaw write for Who's Who Legal on Responsible investment.

Prime Minister Theresa May has delayed Parliament's vote on the proposed Withdrawal Agreement which would govern the terms of the UK's departure from the EU. It remains to be seen whether there will be sufficient support for the deal when Parliament comes to vote on it in January 2019.

Recent months have borne witness to increasing pressure from NGOs, watch groups and the UK Government on organisations to comply with their corporate reporting obligations under the UK's Modern Slavery Act (MSA). If you fail to comply, be prepared for public "naming and shaming" in 2019.

On 15 November 2018, the European Court of Justice ("ECJ") found in favour of a challenge to the European Commission’s 2014 decision to give state aid approval to the scheme establishing a Capacity Market in the UK. As a result, the Capacity Market has entered into a 'standstill period' - preventing the Government from holding any capacity auctions or making any capacity payments, until such time as it successfully obtains state aid clearance.

Key employment and business immigration developments for employers.

Price matching rights were the subject of a recent dispute between Rangers Football Club and Sports Direct. They typically allow an incumbent supplier to match an offer that its customer has obtained from a competing supplier.

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.

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.