Safe harbour meaning

This checklist outlines the key matters to weigh when preparing fresh vertical agreements, or revising current ones, to determine whether they qualify for the block exemption under Commission Regulation (EU) 2022/720, the Vertical Block Exemption Regulation 2022 (VBER 2022), together with the 2022 Vertical Guidelines. It is not a full manual to VBER 2022; rather, it serves where a commercial lawyer seeks confirmation that a vertical arrangement sits within VBER 2022 (and any guidance released pursuant to it). Introduction to EU VBER 2022 Any arrangement that influences trade or limits competition within the EU can fall under the ban on anti-competitive agreements in Article 101(1) TFEU. That said, an agreement is not barred if it either: qualifies for an individual exemption under Article 101(3) TFEU, or falls within an applicable block exemption Before 1 June 2022, the pertinent block exemption for vertical arrangements was set out in Commission Regulation (EU) No 330/2010, the Vertical Block Exemption Regulation 2010 (VBER...

The documents set out below give a snapshot of the principal transactional papers commonly used to document a high yield bond issuance. For each, the summary outlines its function and identifies the relevant parties who would ordinarily sign it. Further documents might be necessary to address features of a particular deal (for example, escrow mechanics) or to capture tailored arrangements specific to that transaction... Document Description 144A Global Note A single note executed by the issuer evidencing the full principal amount for the Rule 144A tranche. Section 5 of the US Securities Act of 1933 requires every offer and sale of securities in the United States to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A provides a safe harbour from the Section 5 registration obligation, thereby permitting the initial purchasers of the bonds (see Purchase Agreement below) to subsequently resell the securities only to ‘qualified institutional buyers’, namely institutional investors that satisfy specified criteria. For further detail on Rule 144A,...

FORTHCOMING CHANGES : Several reforms are anticipated across the leasehold and enfranchisement sphere—see Practice Note: Property key future developments tracker for further details. This Flowchart is intended for use when a tenant pursues enfranchisement or seeks a lease extension of a house under the Leasehold Reform Act 1967 (LRA 1967). It outlines the procedure from the service of a tenant’s notice of claim, incorporating a landlord’s notice in reply, through to making applications to the First-tier Tribunal (FTT) (or the Leasehold Valuation Tribunal (LVT) in Wales) and/or the County Court, as appropriate, according to the issue in dispute...

VBER 2022 flowchart This flowchart provides an at‑a‑glance pathway to assess whether the VBER 2022 safe harbour applies to an agreement. For the purposes of the flowchart, it is taken that the agreement is a vertical arrangement and that it complies with Article 2(3), VBER 2022 (concerning IP provisions) and, where relevant, Articles 2(4)–(6), VBER 2022 (relating to dual distribution). Throughout the flowchart, the VBER 2022 is referred to as the EU VBER...

In this issue: E-commerce Public procurement Sale and supply of goods Supply chain Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q&A E-commerce EU GDPR obligations and platform liability (X v Russmedia) The operator of an online marketplace where a listing appeared was held to have breached its duties under the EU General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR), even though it removed the advert swiftly, in under an hour after receiving a takedown request. The court concluded it acted as a joint controller of the sensitive personal data within the advert and should, before publication, have put in place measures to: (i) detect adverts containing sensitive personal data; (ii) confirm that the advertiser is the individual whose sensitive personal data features in the advert and, if not, ensure the data subject’s explicit consent has been obtained; and (iii) implement safeguards to stop any further...

State aid Commission launches call for evidence regarding revising State aid rules in the form of guarantees The Commission has opened a call for evidence to revise the 2008 Guarantee Notice, following a 2025 evaluation highlighting gaps in the current approach to assessing State aid delivered via guarantees. That review indicated that changes in financial markets and regulation may, in some cases, have led to consistent undervaluation of market‑conform premiums, producing aid not accounted for, while the fixed SME ‘safe‑harbour’ premiums can overstate aid or impose unnecessarily high charges. The 2008 Guarantee Notice also sets out guidance for quantifying amounts in State guarantees, streamlined rules for SMEs, including predefined ‘safe‑harbour’ premiums, and frameworks for structuring aid‑free guarantee schemes for all companies...

Most of the revisions mirror the CMA’s expanded powers under the UK Digital Markets, Competition and Consumer Act 2024 (DMCCA), which received Royal Assent on 24 May 2024 and is now law. The government has indicated it intends to commence the competition and merger control provisions in December 2024 or January 2025. The DMCCA represents the most far‑reaching overhaul of UK competition rules since the Enterprise Act 2002 reshaped the merger control regime more than two decades ago. Merger control While the DMCCA establishes a bespoke reporting regime for designated tech firms, the bulk of the new rules cut across all sectors, not just technology. It: recalibrates the UK’s jurisdictional thresholds; introduces the UK’s first hybrid, no‑increment share of supply test to catch so‑called killer acquisitions as well as vertical and conglomerate mergers; and creates a safe harbour for smaller mergers. The draft guidance clarifies how the CMA expects to deploy these incoming jurisdictional tests to cast a wide net...

FORTHCOMING CHANGE relating to the future withdrawal of DST : Following OECD-led talks that produced a political accord on a two‑pillar solution in October 2021, the UK reached an understanding with the US, Austria, France, Spain and Italy to move away from DST towards the new global tax regime, using a transitional DST credit system. Under the arrangement, the UK would retain DST receipts until Pillar One became operational and, once in force, companies could credit against future UK corporation tax the difference between DST paid from January 2022 and the amount that would have arisen had Pillar One applied instead. In exchange, the US, which regards digital services taxes as discriminatory towards US companies, agreed to withdraw proposed retaliatory tariffs on certain US imports from the other five countries, and undertook not to pursue additional trade measures against those states because of their digital services taxes until the interim period concluded. This understanding was subsequently extended by all six countries to 30 June 2024, from an original end...

This Practice Note This Practice Note describes how sustainability agreements are assessed at present. It first indicates when sustainability initiatives and sustainability standardisation arrangements fall within Article 101 TFEU, as interpreted in the updated Horizontal Guidelines issued. It then recaps what the revised Horizontal Guidelines say about the circumstances and methods for justifying sustainability agreements under Article 101(3) TFEU in practice. Finally, it adds context by outlining recent national developments in this field also. Regulation (EU) No 1217/2010, the Research and Development Block Exemption Regulation (R&D BER 2010), and Regulation (EU) No 1218/2010, the Specialisation Block Exemption Regulation (SBER 2010)—collectively termed the Horizontal Block Exemption Regulations (HBERs)—together with the Guidelines on the Applicability of Article 101 TFEU to Horizontal Co-operation Agreements (Horizontal Guidelines), lapsed on 30 June 2023. As background, on 1 March 2022 the European Commission opened a public consultation, inviting interested stakeholders to submit views on drafts of the revised HBERs and on a draft revised Guidelines on the Applicability of Article 101 TFEU to Horizontal...

ARCHIVED: Revised Horizontal Guidelines were published in the Official Journal on 21 July 2023. This Practice Note was produced with the previous Horizontal Guidelines in mind and is no longer maintained. For up to date content, please refer to the relevant section in Practice Note: Analysing horizontal co-operation agreements under EU competition law. Standardisation (or standard-setting) is widely practised and has a pivotal role across many industries and in society more broadly, delivering clear advantages, such as: stimulating innovation assuring product quality and safety enabling interoperability/compatibility reducing transaction costs Agreements on standards primarily seek to establish technical or quality requirements that current or future production processes, methods or products must meet, for instance to ensure compatibility between products designed to work together. Standardisation agreements may cover a range of matters, including harmonising different grades or sizes of a particular product, or setting technical specifications in markets where compatibility with other products or systems is necessary or essential. ...

This Precedent slide deck has been created as a teaching aid you can use to give an overview to junior competition lawyers, non-competition lawyers, or commercial colleagues regarding the application of The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO) to distribution agreements...

Overview This questionnaire offers an illustrative set of questions intended to gather information to assess whether a specific transaction may fall within section 3 of the Enterprise Act 2002. It does not consider whether ‘two or more enterprises have ceased to be distinct’. It is prepared on the assumption that the deal involves the acquirer purchasing the target, which is an ongoing business. Consequently, if any of the jurisdictional thresholds is met, the deal will amount to a relevant merger situation. For further guidance on the application of the UK merger control regime, see A ‘relevant merger situation’ under UK merger rules. Once it is established that the UK merger control rules apply, additional and more detailed information will be needed to conduct a substantive review of the competition issues associated with the transaction and to identify any relevant economic market definitions. For more on the substantive assessment of UK mergers and on preparing the UK Merger Notice, see, respectively, The substantive assessment of UK mergers and Information request...

This Precedent presentation has been created as a training resource that you can use to offer an overview to junior competition lawyers, non-competition lawyers, or commercial colleagues on the application of the EU Vertical Agreements Block Exemption 2022/720 (EU VBER) to distribution agreements...