On 14 March 2025, the FCA published Primary Market Bulletin 54, which raised concerns around the leaking of inside information by individuals at a company or by its advisers on live M&A transactions. The FCA specifically...more
4/2/2025
/ Acquisitions ,
Board of Directors ,
Confidential Information ,
Contract Terms ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Financial Conduct Authority (FCA) ,
FTSE ,
Insider Trading ,
Mergers ,
Publicly-Traded Companies ,
Target Company ,
UK
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
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