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
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
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
Buyout firms and portfolio companies should take note of heightened scrutiny of HR and employment practices by antitrust enforcers, both in the US and in Europe. No-poach and wage-fixing agreements — arrangements between...more
12/9/2019
/ Antitrust Division ,
Antitrust Violations ,
Competition Authorities ,
Contract Terms ,
Criminal Investigations ,
Department of Justice (DOJ) ,
Enforcement Authority ,
EU ,
France ,
Gun-Jumping ,
Ireland ,
Italy ,
Merger Controls ,
No-Poaching ,
Portfolio Companies ,
Private Equity Firms ,
Risk Assessment ,
Risk Management ,
Technology Sector ,
UK ,
Wage-Fixing
Subcontractors, security, and audit and termination rights will require special consideration under forthcoming EBA outsourcing guidelines.
Recent growth in divestiture and carve-out deals in the M&A landscape, including...more
10/29/2019
/ Acquisitions ,
Banking Sector ,
Carve Out Provisions ,
Contract Terms ,
Divestiture ,
European Banking Authority (EBA) ,
Exit Strategies ,
Financial Institutions ,
Mergers ,
Outsourcing ,
Regulatory Standards ,
Subcontractors ,
Third-Party Service Provider ,
Transitional Arrangements
Companies must mitigate risks to antitrust privilege posed by cross-border megadeals and increased regulatory demand for documentation.
A strong M&A market has driven a high volume of megadeals across the globe in recent...more
10/29/2019
/ Acquisitions ,
Antitrust Provisions ,
Attorney-Client Privilege ,
Contract Terms ,
Corporate Counsel ,
Cross-Border Transactions ,
EU ,
European Commission ,
Jurisdiction ,
Mergers ,
Regulatory Agencies ,
Risk Management ,
UK ,
UK Competition and Markets Authority (CMA)
Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution.
Recent high-profile fraud cases gravely...more
10/29/2019
/ Accounting Fraud ,
Acquisitions ,
Auditors ,
Contract Terms ,
Due Diligence ,
Forensic Accounting ,
Fraud ,
Limitation of Liability Clause ,
Mergers ,
Publicly-Traded Companies ,
Representations and Warranties ,
Risk Management ,
UK
Amid a growing number of high-profile corporate data breaches, cybersecurity is now a key issue for strategic acquirers. Thehack of Yahoo, which came to light midway through its 2016 takeover by Verizon, resulted in a US$350...more
Given ongoing competition between buyers in a strong sellers’ market, the resilience of seller break fees as a feature of the European M&A market is surprising. According to the Latham & Watkins 2017 European Private M&A...more