Some Issues relating to Brexit 10 September 2016 Reid Feldman - - PowerPoint PPT Presentation

Reid Feldman Kramer Levin Naftalis & Frankel LLP

telephone: + (33) 1 44 09 46 03 / +1 (212) 715-3777 rfeldman@kramerlevin.com

10 September 2016

Some Issues relating to Brexit

Topics covered

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• 1. Some key terms and concepts
• 2. Contract issues
• 3. Other issues

(a) Values: What kind of Europe do we want? (b) Priority pending proposals (c) Defense and foreign policy

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• 1. Some key terms and concepts

and many more . . .

Actors Statuses, programs and concepts Treaties, regulations, directives and

• ther legislation

CEU = Council of the EU CJEU = Court of Justice of the European Union COE = Council of Europe EC = European Commission EP = European Parliament EC = European Council ECHR = European Court of Human Rights EEA = European Economic Area EFTA = European Free Trade Association EU = European Union MS = Member State TC = third country

FOE = Freedom of establishment FOS = Freedom of services FOM = Freedom of movement TEU = Treaty on European Union (Maastricht 1992, modified by treaties of Amsterdam, Nice and Lisbon) TFEU = Treaty on the Functioning of the EU Brussels I Regulation Rome I Regulation (tracks Treaty of Rome)

Some terms of general applicability

Some regime-specific terms and concepts (1/2)

A sampling of relevant terms illustrating the proposition that Brexit will be complex:

financial services / securities law / insurance Actors

EBA = European Banking Authority ECB = European Central Bank EIB = European Investment Bank EIOPA = European Insurance and Occupational Pensions Authority ESMA = European Securities and Markets Authority

Statuses, programs and concepts

AIF = Alternative Investment Fund AIFM = AIF Manager CMU = Capital Markets Union DGS = Deposit Guarantee Scheme PRIIPs = Packaged retail and insurance based investment products SEPA = Single European Payment Area SRM = Single Resolution Mechanism SSM = Single Supervision Mechanism UCITS = Undertaking for the Collective Investment in Transferable Securities

Treaties, regulations, directives and other legislation

AIFMD = AIFM Directive BRRD = Bank Recovery and Resolution Directive CRDIV = Capital Requirements Directive IV DGSD = Deposit Guarantee Schemes Directive EMIR = European Market Infrastructure Regulation IMB = Insurance Mediation Directive MIFID = Markets in Financial Instruments Directive MIFID II = Markets in Financial Instruments Directive II PD = Prospective Directive PSD = Payment Services Directive Solvency II = Directive 2009/138 of 25 November 2009 as modified (and associated legislation) SR = Securitisation Regulation (proposed)

Regulatory scheme home country control with FOS & FOE passporting

portfolio transfer rules branches of TC financial services providers or insurers may be authorized by MS regulators, but no passporting TC actors might be able to access some sectors of the market, if regulation deemed equivalent

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Some regime-specific terms and concepts (2/2)

A sampling of relevant terms illustrating the proposition that Brexit will be complex:

energy / environmental transportation telecoms intellectual property Actors

ACER = Agency for the Cooperation of Energy Regulators EASA = European Aviation Safety Agency ECAA = European Common Aviation Area EMSA = European Maritime Safety Agency BEREC = Body of European Regulators for Electronic Communications ESA = European Space Agency EPO = European Patent Office EUIPO = European Union Intellectual Property Office UPC = Unified Patent Court

Statuses, programs and concepts

CEF = Connecting Europe Facility ENTSO-E = European Network of Transmission System Operators for Electricity ENTSO-G = European Network of Transmission System Operators for Gas ETS = Emissions Trading System IEM = Internal Energy Market IPPC = Integrated Pollution Prevention and Control Regime OFTO = Offshore Transmission Owners RIP = Rail Infrastructure Package SAFA = Single European Sky SER = Single European Railway Area TERFN = Trans European Rail Freight Network CEF = Connecting Europe Facility DSM = Digital Single Market IU = Innovation Union (proposed)

Treaties, regulations, directives and other legislation

ELD = Environmental Liability Directive IED = Industrial Emissions Directive LCPD = Large Combustion Plan Directive RED = Renewable Energy Directive REMIT = Regulation on Energy Market Integrity and Transparency SCPOP = Stockholm convention on Persistent Organic Pollutants Third Energy Package: unbundling (including OFTOs) ASOR = Agreement on the International Carriage of Passengers by Road ECAA = European Common Aviation Area AMSD = Audiovisual and Media Service Directive ROIR = Roaming and Open Internet Regulation DEIPR = Directive on Intellectual Property Rights EUTMR = EU Trademark Regulation UPCA = UPC Agreement

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• 2. Contract I ssues

See discussion in program materials posted on the ABA website at

http://www.americanbar.org/content/dam/aba/events/business_law/2016/09/annual/materials /brexit-201609.pdf

dealing with:

 long-term supply contracts  concession agreements  M&A deals  financing agreements  contracts raising regulatory issues

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• 3. Some Other I ssues Potentially I mpacted

by Brexit

(a) Values: What kind of Europe do we want?

See attached Charter of Fundamental Rights of the European Union – in particular, highlighted terms

(b) Priority pending proposals

See attached selection from Commission Work Program 2016 – these represent only a small selection of work in progress

(c) Defense and foreign policy

See attached map of threats, focusing on Russia – but these are not the

• nly ones

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Questions?

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Kramer Levin Naftalis & Frankel LLP

Tel + (33-1) 44 09 06 03 / +1 (212) 715-3777 rfeldman@kramerlevin.com

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