A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
The second annual report on the functioning of the UK’s investment screening regime has been published. We highlight the key points....more
The UK Government recently published its Annual Report on the application of the National Security and Investment Act 2021 (NSIA). This first annual report covers the period from the commencing of the NSIA (4 January 2022) to...more
On 24 March 2022, the Takeover Panel (the “Panel”) issued a note to advisers on disclosure of information under Rule 9 of the Takeover Code (the “Code”) and a note to advisers in relation to Rule 2.8 statements. Such notes do...more
Dechert partnered with Practical Law on their Q&A guide to mergers and acquisitions (M&A) in the life sciences sector, with a focus on pharma and medicines. The second part of the Q&A provides a high-level overview of the...more
The newly enacted National Security and Investment Act 2021 (the “Act”) introduces a broad regime enabling the Government to intervene in M&A transactions on the grounds of national security. ...more
The UK’s much publicised National Security and Investment Bill has now been granted Royal Assent – passing into law an Act which will significantly affect the way investments in the UK can be reviewed by the Government where...more
A new set of regulations known as the Administration (Restrictions on Disposal etc. to Connected Persons) Regulations 2021 (SI 2021/427) (the “Regulations”) came into effect on 30 April 2021. The Regulations contain numerous...more
Watch out for the National Security and Investment Act which has now received royal assent although it is still not expected to come fully into force until this Autumn due to the amount of secondary legislation that needs to...more
The Takeover Panel has just published its response statement (2020/1) making important changes to the Takeover Code regarding offer conditionality and timetable. They take effect on 5 July 2021 and will apply in relation to...more
Warranty and indemnity insurance (W&I) in recent years has become a customary aspect of private equity and other M&A transactions, with investors well aware of the deal-enabling benefits (in particular, the transfer of risk...more
Foreign direct investment ("FDI") is an important part of the global economy: OECD data indicates that there was USD$1,426 billion of global FDI in 2019. In recent years, governments around the world have shown an increasing...more
DoorDash is entering the public markets fray today with hopes of “cash[ing] in on the frenzy in initial public offerings” of late. The food-delivery company is expected to price shares “at the high end of or above its...more
Recent notable industry transactions. The Alan Turing Institute, the Royal Statistical Society and the UK Department of Health and Social Care's Joint Biosecurity Centre finalised a partnership agreement in relation to the...more
Any deal is unlikely to have a significant impact on the laws which directly govern companies and transactions but dealmakers will need to understand the implications of issues such as merger control and data transfers. That...more
Wednesday the UK government introduced the National Security and Investment Bill (the "Bill") to Parliament. The Bill strengthens the government’s power to scrutinise, impose conditions and block foreign investments into...more
On 11 November 2020 the UK Government published its groundbreaking National Security and Investment Bill (Bill). The Bill will drastically expand the Government’s powers to scrutinise investment on national security grounds,...more
The UK’s Competition and Markets Authority (CMA) on 6 November published draft updates to two of its merger guidance documents (CMA2 and CMA56) in preparation for the end of the Brexit Transition Period on 31 December 2020....more
UK merger control policy and practice has evolved significantly in recent years. The Competition and Markets Authority (CMA), gaining a reputation as one of the toughest merger control enforcers in the world, has been at...more
On 8 October 2020, the Insolvency Service published the outcome of its review of industry reforms to pre-pack sales in administration and made recommendations which will impact the way in which pre-pack sales to connected...more
The UK government passed reforms on 21 July 2020 lowering the thresholds to intervene in mergers and acquisitions considered relevant to UK national security in the artificial intelligence, cryptographic authentication, and...more
New measures, announced on 21 June 2020, will allow the UK Government to intervene in relation to transactions involving businesses with "critical capabilities" to help combat public health emergencies, such as coronavirus. ...more
In recent months, European states have raced to implement protections against opportunistic acquisitions of key local businesses by foreign buyers amid the economic disruption caused by the spread of COVID-19. ...more
We are living in volatile times. As a consequence of the COVID-19 virus, our equity and high-yield markets have witnessed large swings, making it difficult to value assets. Uncertainty over the timing and extent of the...more
On 6 August 2019, the UK’s Competition and Markets Authority (the “CMA”) imposed an ‘Unwinding Order’ on a U.S. company, Bottomline Technologies (de), Inc (“Bottomline”), active in the business payment automation technology...more