What do corporate lawyers need to do in order to deal with competition clearances/competition conditions (CPs) in share purchase, asset purchase and joint venture transactions with a UK nexus after the end of the Brexit implementation period?

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Published by a UU��ֱ�� Corporate expert

Published on: 02 September 2020

The UK exited the EU on 31 January 2020. By virtue of the Brexit transition period in the Withdrawal Agreement (referred to in the UK as the Implementation period), the UK continues to be covered by the EU’s ‘one-stop shop’ principle for mergers only until 31 December 2020.

Corporate transactions with UK aspects (such as Share purchase or asset purchase transactions or Joint venture arrangements) that meet the EU’s turnover thresholds continue to be notifiable to the European Commission (Commission) and do not need to obtain clearance from the Competition and Markets Authority (CMA) during the implementation period. To determine whether such transactions meet the European Union Merger Regulation under Council Regulation (EC) No 139/2004 (the EU Merger Regulation) jurisdictional thresholds, merging parties still need to continue to count UK turnover as part of EU turnover. The deadline for the UK government to make a request

Jurisdiction(s):

United Kingdom

Key definition:

Share purchase definition

What does Share purchase mean?

Under a share purchase, the buyer takes over ownership of the target company (ie where it acquires its entire share capital) carrying on the business, which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them).

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