On 29 May 2024, the European Securities and Markets Authority (ESMA) issued a statement on good practices to be followed in relation to pre-close calls with research analysts. The calls take place immediately before the close...more
The UK government is considering steps to make the regime more business-friendly, while maintaining and refining essential national security protections.
The National Security and Investment Act 2021 (NSIA), the UK’s first...more
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
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
This first edition of 2023 covers recent guidance from the FCA’s Primary Market Bulletin 42 and Market Watch 71, major changes to the Takeover Code’s “acting in concert” presumptions, an FCA penalty for publishing misleading...more
European corporate venture capital teams should reflect on their rights in light of falling valuations, revised exit expectations, and other challenges. This year has been challenging for venture capital (VC).
Valuations...more
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
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
European PIPEs — which have experienced an uptick due to COVID-19-related market volatility — present unique structural, informational, and governance considerations for private equity investors.
European private...more
M&A deal teams should take note of heightened scrutiny of HR and employment practices by antitrust enforcers in the US and Europe.
No-poach, non-solicitation, and wage-fixing agreements - arrangements between companies...more
1/31/2020
/ Acquisitions ,
Anti-Competitive ,
Antitrust Provisions ,
Corporate Liability ,
Department of Labor (DOL) ,
Due Diligence ,
Employer Liability Issues ,
EU ,
Human Resources Professionals ,
Merger Controls ,
Mergers ,
No-Poaching ,
Non-Solicitation Agreements ,
Risk Assessment ,
Risk Management ,
Share Purchase Agreements ,
Technology Sector ,
UK ,
Wage-Fixing
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
Sustainable finance and its surrounding infrastructure offers growing potential for deals and green innovation.
The global sustainable finance market has expanded rapidly in recent years, approaching US$320 billion in new...more
12/9/2019
/ Acquisitions ,
Asset Management ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Debt Market ,
Environmental Social & Governance (ESG) ,
EU ,
Green Bonds ,
Green Finance ,
Investment ,
Mergers ,
Private Equity ,
Private Equity Funds ,
Publicly-Traded Companies ,
Sustainability ,
UK ,
United Nations
Drawing on Latham’s Sixth Private M&A Market Study, we explore trends and developments in consideration mechanics and deal conditionality.
Uncertainty has been a significant market factor in 2019....more
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)
Adherence to secrecy, pre-announcement preparations, realistic expectations-setting, and strategic plans for taking control are keys to P2P deal success.
The deal market has seen a resurgence in public to private (P2P)...more
Companies previously considered immune from activist campaigns have come under pressure, driving new public and private deal opportunities for private equity.
US shareholder activists are an established presence in Europe....more
6/25/2019
/ Acquisitions ,
Complex Corporate Transactions ,
Corporate Governance ,
EU ,
Financial Sponsors ,
Mergers ,
Private Equity ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Short Selling ,
UK
Warranty and indemnity insurance (W&I) has become a common feature of European transactions in recent years, amid a strong sellers’ market that has enabled vendors to offload risk to buyers. According to the most recent...more
As the UK Competition and Markets Authority (CMA) prepares to assume sole jurisdiction for UK competition reviews post-Brexit, M&A deal teams must evaluate the competitive consequences of deals bridging the Brexit period and...more
1/11/2019
/ EU ,
European Merger Control Regulation ,
Jurisdiction ,
Member State ,
Merger Controls ,
Mergers ,
Risk Management ,
Strategic Planning ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA)
In June 2018, the UK adopted new powers to review certain technology related deals on national security grounds, extending the scope and breadth of its control regime to those that concern computing hardware, or quantum...more
1/11/2019
/ Acquisitions ,
CFIUS ,
Critical Infrastructure Sectors ,
Emerging Technology Companies ,
EU ,
FIRRMA ,
Foreign Investment ,
Germany ,
Merger Controls ,
Mergers ,
National Security ,
Technology Sector ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA)
Growing economic nationalism is threatening to impact M&A across Europe, as governments and regulators take an increasing interest in “foreign” acquisitions of nationally important companies. Deal teams have previously...more