Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Ring-fencing definition

What does Ring-fencing mean? In M&A practice, ring-fencing is a drafting technique that channels claims for defined risk areas (commonly tax, employment, pensions, environmental or anti-bribery) into the specific warranties, covenants or indemnities that address those risks, and excludes reliance on overlapping general warranties or other routes. In a share purchase agreement (SPA) this is usually done through a warranty limitation clause stating that, for example, any tax-related claim must be brought only under the tax warranties or tax deed/covenant. Key features include “exclusive remedy” wording, no overlap/double‑recovery provisions, and separate financial caps, time limits and notice regimes for the ring‑fenced warranties or indemnities. The...

UK bank ring-fencing regime: purpose, scope, legal framework and Part VII FSMA Ring-fencing Transfer Schemes (RFTS)

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Practice notes

ip completion day:

At 11pm (GMT) on 31 December 2020, the brexit transition/implementation period that followed the UK’s withdrawal from the EU comes to a close. In UK law this moment is termed ‘IP completion day’. From that point, core transitional arrangements end and significant changes start to take effect across the UK’s legal framework. This note provides guidance on areas affected by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for lending lawyers? [Archived].

BREXIT:

From 31 January 2020, the UK is no longer an EU Member State, but entered an implementation period during which, for many purposes, it continues to be treated by the EU as a Member State.
As a third country, the UK cannot participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the limited extent agreed), yet it must continue to meet its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit to the continuing jurisdiction of the Court of Justice of the European Union in accordance with the transitional arrangements in Part 4 of the Withdrawal Agreement...

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Web page updated on 22/05/2026

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