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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.

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.

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

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 pensions industry is starting to realise the value of diversity and inclusion in pension scheme trustee boards and beyond. This is about more than reflecting the diversity of pension scheme beneficiaries amongst trustee directors: the evidence is clear that diverse groups, which work well together, are better at making good decisions. 

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.