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Ambassador Thomas Reilly, Covington’s Head of UK Public Policy and a key member of the firm’s Global Problem Solving Group and Brexit Task Force, draws on over 20 years of diplomatic and commercial roles to advise clients on their strategic business objectives.

Ambassador Reilly was most recently British Ambassador to Morocco between 2017 and 2020, and prior to this, the Senior Advisor on International Government Relations & Regulatory Affairs and Head of Government Relations at Royal Dutch Shell between 2012 and 2017. His former roles with the Foreign and Commonwealth Office included British Ambassador Morocco & Mauritania (2017-2018), Deputy Head of Mission at the British Embassy in Egypt (2010-2012), Deputy Head of the Climate Change & Energy Department (2007-2009), and Deputy Head of the Counter Terrorism Department (2005-2007). He has lived or worked in a number of countries including Jordan, Kuwait, Yemen, Libya, Iraq, Saudi Arabia, Bahrain, and Argentina.

At Covington, Ambassador Reilly works closely with our global team of lawyers and investigators as well as over 100 former diplomats and senior government officials, with significant depth of experience in dealing with the types of complex problems that involve both legal and governmental institutions.

Ambassador Reilly started his career as a solicitor specialising in EU and commercial law but no longer practices as a solicitor.

The Good Friday Agreement

The Troubles, which began in 1968 and lasted until the Good Friday Agreement (GFA) in 1998, left more than 3,700 people dead. The GFA introduced a new power-sharing N Ireland Government structure; decommissioned paramilitary weapons; established a number of joint committees between the UK, N and S Ireland to oversee the implementation of the GFA and address any possible tensions between the N and S Ireland or between communities in the North; created the ‘all-Ireland economy’; and protected the Common Travel Area.  But perhaps the most totemic and visible sign of the GFA’s success was the removal of the physical border infrastructure between N and S Ireland.
Continue Reading The UK, EU and the Northern Ireland Protocol

In mid-May, the Biden Administration officially threw its support behind a minimum global corporate income tax rate of at least 15%.  The US proposal would be limited to the world’s 100 largest companies – those with revenues of over $20 billion.  The proposal would not depend on the company’s nationality (the US has made clear

On May 4, 2021, the European Commission rejected the UK’s application to join the Lugano Convention.  Whilst the Commission’s Communication is advisory only, it seems likely that both the Parliament and the Council (with whom the final decision lies by qualified majority) will follow the Commission’s lead.

Although the Convention may seem a rather abstract technicality, it is in fact an important legal tool, allowing for the cross-border application of civil and commercial law with practical implications for issues such as child maintenance in family law and facilitating international legal action for smaller companies.

What is the Convention?

The 2007 Lugano Convention is an international treaty concluded between the EU and three of the EFTA States.  A new State may join the Convention if its request to do so is approved by all contracting parties, but the competence to agree to the accession of a new Party lies exclusively with the EU.

The Lugano Convention is a so-called ‘Double Convention’ Treaty in that it not only governs international jurisdiction questions, but also the recognition and enforcement of foreign judgements in civil and criminal matters. Through this mechanism, the Convention gives legal certainty to businesses which operate across borders.

How Did it work for the UK as a Member State?

The EU’s original jurisdiction and enforcement treaty was the 1968 Brussels Convention, signed by France, Germany, Italy, The Netherlands, Luxembourg and Belgium.  The first Lugano Convention was signed in 1988 by the then 12 members of the European Community and the then six members of EFTA who were not eligible to sign the Brussels Convention.  The 1988 Lugano Convention was superseded by the 2007 version. For EU Member States, considerations of jurisdiction and enforcement are governed by the Brussels (Recast) Regulation 2012.

As a Member State of the EU, the UK legal services sector had gained significant value from the Regulation (and before it, the Convention), since they facilitated the UK being the chosen legal venue for legal disputes involving companies from across the EU.  Recognizing this value, the UK applied to accede to the Convention on 8 April 2020 as a third country outside the EU – the importance of accession was increased by the absence from the EU-UK TCA of a chapter on civil legal cooperation.
Continue Reading The Lugano Convention and The UK

On Wednesday 28 April, the UK Parliament adopted the National Security & Investment Law (“NS&I Law”).  The law received Royal Assent the following day and will come into legal effect in late 2021.

The NS&I Law will introduce mandatory notification and pre-clearance requirements for transactions in 17 ‘core’ sectors.  This long-awaited piece of legislation, has passed through Parliament substantially un-amended, except that the investment threshold for mandatory notification has been raised from the acquisition of a 15 per cent. to 25 per cent. interest in shares or voting rights in an acquisition target. The UK Government retains extensive discretion to “call-in” investments for review, both within and outside the 17 ‘core’ sectors, including (i) acquisitions of control of assets and (ii) equity investments below the 25% threshold where “material influence” is acquired, if it reasonably suspects that a transaction gives rise to national security risks.

In the period since the National Security and Investment Bill was published in November 2020, the UK has left the European Union and the UK government has moved to refresh its approach to inward investment more generally (with a particular focus on technology). Through the launch of the Advanced Research and Innovation Agency (“ARIA”); a renewed focus for the UK’s Infrastructure Bank; the establishment of a planned new ‘Office for Investment’ (led by Lord Grimstone); and the establishment of the Investment Security Unit (“ISU”, which will receive and manage notifications under the NSI Law), the landscape for investment in the UK is much-changed. Investment-related concerns feature across a range of UK Government policies and priorities, not least the UK’s Integrated Review of foreign and defence policy (published in March 2021) having highlighting a number of tense relationships with countries from which investment may attract greater scrutiny.

During this period, the UK government has continued to use its existing powers to investigate transactions on national security grounds under the public interest invention regime established under the Enterprise Act 2002. Of particular interest in this regard was the decision, on 19 April 2021, by the Secretary of State for the Department for Culture Media & Sport to issue a public interest intervention notice in respect of the proposed acquisition of the UK semi-conductor company ARM Limited by Nvidia Corporation.

Scrutiny of Foreign Investment

The adoption of the NS&I Law brings the UK in line with many other countries that have enhanced their powers to scrutinise foreign investment during the past two years and particularly over the last year, influenced by COVID-19 and other global trade and supply concerns. The UK’s Five-Eyes partners all have well-established regimes for the review of foreign investment – several of which have been recently updated.  The European Union began cooperating in the review of foreign direct investment (“FDI”) in October 2020 under the EU FDI Regulation and via individual Member State laws, newly adopted or recently expanded.

What is significant about the UK’s NS&I Law is that is introduces mandatory notification obligations for investments into the UK where none have existed before – contrasting with the UK’s merger control regime under which filing is voluntary and associated public interest intervention laws (each under the Enterprise Act 2002) under which the UK Government discretion to intervene in transactions where certain defined public interest considerations are raised.

Under the NS&I Law, transactions subject to mandatory filing obligations and completed without clearance will be deemed void, ushering in a suspensory review regime in the UK for qualifying transactions for the first time. This change in approach has led to concern from the UK’s business and investment and innovation communities, as well as politicians, that the NS&I law will act to deter investment in the UK. There is concern, in particular, that uncertainty for investors is presented by the absence of a definition “national security”, potentially allowing the UK Government considerable discretion in the application of the new NS&I regime.
Continue Reading UK National Security & Investment Law is Approved by Parliament

On Wednesday 28 April, the UK Parliament adopted the National Security & Investment Law (“NS&I Law”).  The law received Royal Assent the following day and will come into legal effect in late 2021.

The NS&I Law will introduce mandatory notification and pre-clearance requirements for transactions in 17 ‘core’ sectors.  This long-awaited piece of legislation, has passed through Parliament substantially un-amended, except that the investment threshold for mandatory notification has been raised from the acquisition of a 15 per cent. to 25 per cent. interest in shares or voting rights in an acquisition target. The UK Government retains extensive discretion to “call-in” investments for review, both within and outside the 17 ‘core’ sectors, including (i) acquisitions of control of assets and (ii) equity investments below the 25% threshold where “material influence” is acquired, if it reasonably suspects that a transaction gives rise to national security risks.

In the period since the National Security and Investment Bill was published in November 2020, the UK has left the European Union and the UK government has moved to refresh its approach to inward investment more generally (with a particular focus on technology). Through the launch of the Advanced Research and Innovation Agency (“ARIA”); a renewed focus for the UK’s Infrastructure Bank; the establishment of a planned new ‘Office for Investment’ (led by Lord Grimstone); and the establishment of the Investment Security Unit (“ISU”, which will receive and manage notifications under the NSI Law), the landscape for investment in the UK is much-changed. Investment-related concerns feature across a range of UK Government policies and priorities, not least the UK’s Integrated Review of foreign and defence policy (published in March 2021) having highlighting a number of tense relationships with countries from which investment may attract greater scrutiny.

During this period, the UK government has continued to use its existing powers to investigate transactions on national security grounds under the public interest invention regime established under the Enterprise Act 2002. Of particular interest in this regard was the decision, on 19 April 2021, by the Secretary of State for the Department for Culture Media & Sport to issue a public interest intervention notice in respect of the proposed acquisition of the UK semi-conductor company ARM Limited by Nvidia Corporation.

Scrutiny of Foreign Investment

The adoption of the NS&I Law brings the UK in line with many other countries that have enhanced their powers to scrutinise foreign investment during the past two years and particularly over the last year, influenced by COVID-19 and other global trade and supply concerns. The UK’s Five-Eyes partners all have well-established regimes for the review of foreign investment – several of which have been recently updated.  The European Union began cooperating in the review of foreign direct investment (“FDI”) in October 2020 under the EU FDI Regulation and via individual Member State laws, newly adopted or recently expanded.

What is significant about the UK’s NS&I Law is that is introduces mandatory notification obligations for investments into the UK where none have existed before – contrasting with the UK’s merger control regime under which filing is voluntary and associated public interest intervention laws (each under the Enterprise Act 2002) under which the UK Government discretion to intervene in transactions where certain defined public interest considerations are raised.

Under the NS&I Law, transactions subject to mandatory filing obligations and completed without clearance will be deemed void, ushering in a suspensory review regime in the UK for qualifying transactions for the first time. This change in approach has led to concern from the UK’s business and investment and innovation communities, as well as politicians, that the NS&I law will act to deter investment in the UK. There is concern, in particular, that uncertainty for investors is presented by the absence of a definition “national security”, potentially allowing the UK Government considerable discretion in the application of the new NS&I regime.
Continue Reading UK National Security & Investment Law is Approved by Parliament

With the EU-UK Trade and Cooperation Agreement signed and Brexit now becoming an increasingly settled fact, the areas of potential divergence between the UK and the EU are becoming clearer.  The strategy appears to be to identify those areas in which the UK already enjoys a competitive edge over its rivals and then work out

The election of President Joe Biden in the US and the fast-approaching COP26 have focused minds on the importance of taking concrete steps to tackle climate change. This week has been an important part of the build-up to Glasgow and has witnessed a number of important climate change events. The European Commission released its Draft

Like many companies in other sectors, oil and gas companies are increasingly confronted with the need to address Environmental, Social and Governance (“ESG”) imperatives in their businesses.  Traditionally viewed as ‘license to operate’ issues—effectively ensuring that companies continued to have ‘social permission’ to operate—these considerations have assumed an ever-greater importance as companies face both an accelerating energy transition and increased shareholder activism and government regulation. But, whilst many companies are keen to demonstrate their ESG credentials, they are hampered in doing so effectively by an absence of globalised standardised ESG metrics.

The OGA’s ESG Task Force

In response to these competing tensions operating on oil and gas companies, the UK’s Oil and Gas Authority (“OGA”) convened a Task Force to set out a number of disclosure and investor reporting requirements for operators and licensees. Whilst those recommendations will not create any regulatory or mandatory reporting obligations for UK oil and gas companies, the UK Government will closely examine them and may use them as guidelines for any potential future legislation in this area.

The Task Force’s initial focus was on the ‘E’ of ESG. In its report on March 8, 2021, it made a number of recommendations for reporting requirements for companies, including:

  • Requiring operators and licensees to disclose climate related data in their financial reports, and/or websites;
  • Calling on the industry to be mindful of the gap between investor expectations and what is currently reported, encouraging greater disclosure & transparency;
  • Stipulating that disclosure should be both quantitative and qualitative with signalled improvements over time; and
  • Encouraging senior leadership teams to model the required behaviors internally.


Continue Reading ESG in the Energy Sector

In coordinated action on 22 March 2021, the EU, US, Canada and the UK imposed sanctions on four Chinese officials accused of complicity in human rights violations in Xinjiang. The Chinese responded by imposing sanctions on a group of MEPs, European academics and think-tanks on 23 March and followed these announcements by imposing retaliatory sanctions

The UK Government has set itself very stretching emissions targets. A reduction of 68% on 1990 levels by 2030 and a Net-Zero target by 2050. To achieve these goals, the UK established a Committee on Climate Change with responsibility for setting a credible roadmap. It does this though a series of four-year Carbon Reduction Budgets,

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