The Code Committee ("Code Committee") of the UK Takeover Panel ("Panel") has published a consultation paper proposing a number of amendments to the City Code on Takeovers and Mergers ("Code") which, if adopted, will mark a...more
The Development: The UK government has put before Parliament draft legislation introducing a new regime for governmental scrutiny and intervention in respect of investments that may pose a risk to national security in the...more
The Situation: The UK Government has expanded the scope of the UK's foreign direct investment ("FDI") screening controls to include businesses responding to the COVID-19 pandemic. In addition, the UK has lowered the...more
The Background: Manufacturers and brand owners of personal protective equipment ("PPE") and other "essential" items have discovered unauthorised third parties reselling their products at vastly inflated prices, including on...more
The United Kingdom is taking a careful look at potential direct investments by foreign entities. While the UK certainly works hard to attract investor interest, concerns relating to certain sectors can trigger government...more
In March 2019, the UK Competition and Markets Authority ("CMA") issued its first fine on a company for concealing relevant evidence during a dawn raid, fining Fender Musical Instruments Europe Limited £25,000. This is the...more
The UK Competition & Markets Authority ("CMA") issued its first order requiring parties to a completed merger to reverse pre-closing integration that the CMA believes prejudiced its ability to assess the deal's impact on...more
This Jones Day Global Merger Control Update discusses developments in existing merger control regimes over the first half of 2018, as well as the emergence of new merger control regimes worldwide.
Over the past few years,...more
8/15/2018
/ Acquisitions ,
Canada ,
China ,
Competition Authorities ,
Corporate Counsel ,
Cross-Border ,
Foreign Acquisitions ,
Foreign Investment ,
Germany ,
Hart-Scott-Rodino Act ,
Italy ,
Merger Controls ,
Mergers ,
MOFCOM ,
Size of Transaction Test ,
Threshold Requirements ,
UK
The Situation: Germany prevented State Grid Corporation of China ("SGCC") from acquiring a 20 percent minority stake in 50Hertz, one of Germany's four providers of high-voltage transmission systems, as well as the acquisition...more
8/10/2018
/ Acquisitions ,
CFIUS ,
China ,
Cross-Border ,
EU ,
Foreign Direct Investment ,
Foreign Investment ,
France ,
Germany ,
Mergers ,
National Security ,
UK
A consultation paper on national security and investment published by the UK government advocates extensive changes to current provisions regarding foreign investment in UK businesses. In essence, the proposed changes would...more
8/3/2018
/ Acquisitions ,
CFIUS ,
Controlled Foreign Corporations ,
Critical Infrastructure Sectors ,
Cross-Border ,
EU ,
Foreign Acquisitions ,
Foreign Direct Investment ,
Foreign Investment ,
Legislative Agendas ,
Mergers ,
National Security ,
Partnerships ,
Proposed Regulation ,
UK ,
UK Competition and Markets Authority (CMA)
The UK's Competition Appeal Tribunal (the "CAT") has overturned a finding of abuse of dominance against Pfizer Inc. and Flynn Pharma Ltd. The ruling followed appeals by those companies against a 2016 Competition & Markets...more
The Situation: New legislation came into force on 11 June 2018, allowing the UK Government to scrutinise a wider range of mergers that may raise public interest or national security issues.
The Context: This is the outcome...more
The Situation: A recent study examining common corporate shareholdings in the United States argues that the holding of even minority stakes in rival companies by institutional investors affects competition. The European...more
3/9/2018
/ Antitrust Provisions ,
Competition ,
Competition Authorities ,
Corporate Counsel ,
EU ,
EU Merger Directive ,
European Commission ,
European Merger Control Regulation ,
Institutional Investors ,
Private Equity Firms ,
Shareholders ,
UK
The Background: The European Commission has opened an in-depth investigation into a specific provision of the UK-controlled foreign company rules.
The Issue: The Commission will investigate whether the UK's so-called Group...more
12/13/2017
/ Anti Tax Avoidance Directive (ATAD) ,
BEPS ,
Controlled Foreign Corporations ,
Economic and Financial Affairs Council (ECOFIN) ,
EU ,
European Commission ,
European Court of Justice (ECJ) ,
Foreign Subsidiaries ,
International Tax Issues ,
Multinationals ,
Parent Corporation ,
State Aid ,
UK
The Situation: The UK Financial Conduct Authority has launched a market study into whether competition works well in the insurance broker market.
The Impact: The FCA has begun a fact-finding review into the role of...more
The Situation: The UK government is introducing new protectionist measures concerning acquisitions of businesses operating in the United Kingdom.
The Impact: The government intends to expand the scope of acquisition...more
In April 2017, the European Commission ("Commission") published a tender offer seeking an assessment of the EU market for loan syndication and possible implications under EU competition rules. The successful candidate will...more
5/22/2017
/ Anti-Competitive ,
Antitrust Provisions ,
Banks ,
Borrowers ,
Comment Period ,
Competition Authorities ,
Enforcement Actions ,
EU ,
European Commission ,
France ,
Germany ,
Government Studies ,
Infringement ,
Loans ,
Netherlands ,
Notice and Comment ,
OECD ,
Poland ,
Spain ,
Syndicated Loans ,
UK
The United Kingdom and the remaining European Union Member States ("EU-27") will negotiate the terms of the UK's withdrawal—and likely its future relationship with the EU—over the course of the next two years. European...more
3/30/2017
/ Article 50 Treaty of the EU ,
Budgets ,
Employee Benefits ,
EU ,
EU Single Market ,
Free Trade Agreements ,
Immigration Reform ,
Jurisdiction ,
Member State ,
Referendums ,
The Great Repeal Bill ,
UK ,
UK Brexit ,
Unified Patent Court ,
WTO