Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers.
The UK government is cracking down on corporates turning a blind eye...more
While class actions are well established in the US, they are increasingly common in the UK, driven by market volatility, availability of litigation funding, legal reforms, regulatory settlements, and growing scrutiny of...more
5/29/2024
/ Acquisitions ,
Class Action ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
FSMA ,
Mergers ,
Opt-Outs ,
Publicly-Traded Companies ,
Risk Mitigation ,
Shareholder Litigation ,
Shareholders ,
UK
The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more
1/12/2024
/ Acquisitions ,
Best Practices ,
Corporate Governance ,
Investors ,
Mergers ,
Public Limited Companies (PLC) ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Strategic Planning ,
Target Company ,
UK
Corporates and deal teams should pay careful attention to drafting non-competes and other restrictive arrangements as UK, EU, and US regulators step up enforcement.
Regulators on both sides of the Atlantic are placing...more
9/29/2023
/ Acquisitions ,
Anti-Competitive ,
Department of Justice (DOJ) ,
Employment Contract ,
EU ,
Federal Trade Commission (FTC) ,
Mergers ,
New Guidance ,
No-Poaching ,
Non-Compete Agreements ,
Non-Solicitation Agreements ,
Proposed Rules ,
Restrictive Covenants ,
Risk Mitigation ,
Strategic Enforcement Plan ,
UK ,
UK Competition and Markets Authority (CMA) ,
Wage-Fixing
European M&A is expected to become more complex after European legislators agreed on a new Foreign Subsidies Regulation (FSR), which came into force in January 2023 and aims to control subsidies that distort the EU internal...more
7/25/2023
/ Acquisitions ,
Disclosure Requirements ,
EU ,
European Commission ,
Foreign Subsidies ,
Investment Funds ,
Joint Venture ,
Mergers ,
New Regulations ,
Notice Requirements ,
Private Equity
Increased use of earnouts is likely to facilitate M&A deals across sectors in Europe.
Earnouts are increasingly common in European M&A. The growing prevalence of this contractual provision — in which additional...more
5/18/2023
/ Acquisitions ,
Business Valuations ,
Contract Terms ,
De-Risking ,
Early Stage Companies ,
Earn-Outs ,
EBITDA ,
Energy Sector ,
EU ,
Life Sciences ,
Mergers ,
Technology Sector ,
Valuation
Changing market dynamics have led buyers to assess available options to address post-closing target company issues.
Amid the buoyant market of 2021 and early 2022, compressed deal timelines and frenzied competition...more
5/12/2023
/ Acquisitions ,
Commercial Insurance Policies ,
Contract Disputes ,
Contract Terms ,
Due Diligence ,
Financial Statements ,
Fraud ,
Indemnity Insurance ,
Insurance Claims ,
Mergers ,
Post-Closing Rights ,
Risk Assessment ,
Target Company ,
Warranty Insurance
Those involved in M&A activity should view unions as major stakeholders and factor any possible or actual engagement obligations with them into an M&A deal process....more
More US buyers — and more buyer-friendly deal terms — are entering the seller-friendly UK market, although the picture is increasingly nuanced.
Whilst global M&A deal volumes have dipped at the start of Q1 2023, UK-bound...more
Navigating evolving digital economy regulation requires a sophisticated and proactive approach from dealmakers.
Amid the ongoing global proliferation of regulation governing the digital economy, EU and UK legislators are...more
A new regulation to control foreign subsidies could entail more complex, costly, and time-consuming deal clearances.
European M&A is set to become more complex after the entry into force of the Foreign Subsidies...more
10/24/2022
/ Acquisitions ,
Competition ,
Complex Corporate Transactions ,
EU ,
European Commission ,
European Merger Control Regulation ,
Foreign Subsidies ,
Joint Venture ,
Mergers ,
New Regulations ,
Subsidies
A new regulation to control foreign subsidies could result in more complex, costly, and time-consuming M&A clearance processes.
European M&A is set to become more complex after the European Parliament and European Council...more
10/21/2022
/ Acquisitions ,
Competition ,
Complex Corporate Transactions ,
EU ,
European Commission ,
European Merger Control Regulation ,
Foreign Subsidies ,
Joint Venture ,
Mergers ,
New Regulations ,
Subsidies
M&A deal teams face complicated legal issues amidst rapidly changing global sanctions and guidance.
Russia’s invasion of Ukraine has created new headwinds for M&A dealmakers, as a complicated matrix of sanctions and...more
9/14/2022
/ Acquisitions ,
Economic Sanctions ,
Export Controls ,
Foreign Investment ,
Mergers ,
Risk Assessment ,
Russia ,
Target Company ,
Trade Restrictions ,
UK ,
Ukraine
The recovery of the M&A market since the early days of the pandemic has been impressive. Even allowing for varying treatment of Covid-19 winners and losers, deal processes for resilient assets (and even for less obviously...more
3/30/2022
/ Acquisitions ,
Coronavirus/COVID-19 ,
Financial Markets ,
Foreign Investment ,
Global Market ,
Mergers ,
Regulatory Oversight ,
Regulatory Requirements ,
Risk Assessment ,
Russia ,
Ukraine
Private equity’s growing appetite for UK-listed targets comes with the need for Takeover Code-savvy dealmakers.
Amid stiff competition for attractive private targets, PE firms are competing more regularly against...more
Dealmakers should continue to weigh the impact of ESG issues on M&A deals as ESG standards evolve.
Environmental, social, and governance (ESG) issues have become increasingly important for corporates in recent years,...more
1/11/2022
/ Acquisitions ,
Climate Change ,
Corporate Governance ,
Data Privacy ,
Diversity and Inclusion Standards (D&I) ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
Green Finance ,
Human Rights ,
IFRS ,
Indemnification Clauses ,
Mergers ,
Modern Slavery Act ,
Private Equity ,
Reporting Requirements ,
Representations and Warranties ,
Supply Chain ,
Sustainability ,
UK
From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more
6/28/2021
/ Acquisitions ,
Asset Purchase Agreements ,
Business Valuations ,
Cartels ,
Complex Corporate Transactions ,
Contract Terms ,
Coronavirus/COVID-19 ,
EU ,
Federal Loans ,
Material Adverse Change Clauses (MACs) ,
Private Equity ,
Purchase and Sale Agreements ,
Representations and Warranties ,
Risk Assessment ,
Share Purchase Agreements
As interest in European SPACs heats up amid an increasingly receptive regulatory environment, dealmakers must navigate market differences.
While US special purpose acquisition company (SPAC) IPOs and related M&A activity...more
If 2020 was the year that COVID-19 precipitated extraordinary government intervention and regulation of our lives, 2021 looks set to be the year that regulatory interventions in M&A precipitate changes to the way that...more
Despite certain regulatory and challenges, PE buyers will likely see more investment opportunities in the gaming industry. The global gaming market reached a valuation of US$135.8 billion in 2020, accounting for a staggering...more
3/17/2021
/ Acquisitions ,
Gaming ,
Institutional Investors ,
Intellectual Property Protection ,
Investment Funds ,
Investors ,
Mergers ,
Nasdaq ,
Private Equity ,
Private Equity Firms ,
Special Purpose Acquisition Companies (SPACs) ,
Video Games
Successfully executing an acquisition from stress, distress, or insolvency requires a creative approach to reconcile competing interests. ...more
Buyout firms must beware the unique legal, regulatory, and commercial issues that can complicate sports transactions and impact returns.
Private equity interest in sports assets has grown over the last few years, with...more
Amid FDI screening regime expansion, deal teams have opportunities to capitalise on newly available exemptions, but must beware novel complexities.
US intervention in the proposed acquisition of hotel-software company...more
Digital due diligence becomes increasingly important when buying digitally native beauty brands.
Recent high-profile beauty M&A deals, coupled with current economic uncertainty, have brought renewed interest in the...more
In a complex and competitive market, minimising and mitigating risk in M&A is a key concern for deal teams. High demand for assets saw strong deal volumes and values in 2019, following a standout year in 2018. The search for...more