Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers.
The UK government is cracking down on corporates turning a blind eye...more
As collective redress actions rise, sponsor and corporate statements are under high scrutiny, with an industry developing to take advantage....more
6/26/2024
/ Class Action ,
Environmental Social & Governance (ESG) ,
Investors ,
Litigation Funding ,
Private Equity ,
Private Equity Firms ,
Publicly-Traded Companies ,
Risk Mitigation ,
Shareholder Activism ,
Shareholder Litigation ,
Shareholders ,
UK
While class actions are well established in the US, they are increasingly common in the UK, driven by market volatility, availability of litigation funding, legal reforms, regulatory settlements, and growing scrutiny of...more
5/29/2024
/ Acquisitions ,
Class Action ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
FSMA ,
Mergers ,
Opt-Outs ,
Publicly-Traded Companies ,
Risk Mitigation ,
Shareholder Litigation ,
Shareholders ,
UK
Buyout firms have recently used a range of reset tools to incentivise management, requiring careful navigation of legal, tax, and regulatory issues.
As buyout firms navigate current pressures on portfolio company...more
2/28/2024
/ Business Valuations ,
Buyouts ,
Capital Gains ,
Cash-in-Lieu of Benefits ,
Corporate Management ,
Corporate Restructuring ,
Equity Compensation ,
Incentive Compensation ,
Share Class Structures ,
Share Classes ,
Sponsors ,
Valuation
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
Deals require more transactional, advisory, and regulatory experience in the increasingly complex continuation vehicle market.
As the GP-led secondary market continues to evolve and reacts to new SEC rules and growing...more
The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more
1/12/2024
/ Acquisitions ,
Best Practices ,
Corporate Governance ,
Investors ,
Mergers ,
Public Limited Companies (PLC) ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Strategic Planning ,
Target Company ,
UK
As ESG statements fall under increasing scrutiny, sponsors should aim for consistent and accurate messaging, as well as robust ESG strategies.
Regulatory drivers and stakeholder demands have put environmental, social,...more
Substantial changes to the European life sciences and healthcare regulatory landscape are expected to reshape the sector. EU regulators have outlined a raft of reforms to modernise regulatory architecture, simplify product...more
PE companies face increasing risk from cyber attackers, and regulators are holding directors personally accountable for cybersecurity failings.
Cyberattacks targeting well-resourced businesses, especially those with...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
The CMA increasingly reviews PE mergers including historic roll-up deals, which will prompt sponsors to reassess merger control risks.
The UK’s Competition and Markets Authority (CMA) is increasingly focused on...more
The European Union’s Corporate Sustainability Reporting Directive (CSRD), which entered into force in January 2023, marks a new era for ESG reporting across Europe (and globally). CSRD is the latest in a wave of new rules...more
7/26/2023
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
EU Directive ,
Member State ,
Portfolio Companies ,
Private Equity ,
Reporting Requirements ,
Sustainability ,
Sustainable Business Practices
Artificial Intelligence has the potential to be the next transformational technology, and as adoption of AI-powered tools continues to increase, deal activity in the AI space will follow. Regulators and law makers are...more
European M&A is expected to become more complex after European legislators agreed on a new Foreign Subsidies Regulation (FSR), which came into force in January 2023 and aims to control subsidies that distort the EU internal...more
7/25/2023
/ Acquisitions ,
Disclosure Requirements ,
EU ,
European Commission ,
Foreign Subsidies ,
Investment Funds ,
Joint Venture ,
Mergers ,
New Regulations ,
Notice Requirements ,
Private Equity
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
Those involved in M&A activity should view unions as major stakeholders and factor any possible or actual engagement obligations with them into an M&A deal process....more
GP-led secondary deals — where a sponsor initiates the sale of portfolio companies from a fund it manages to a new fund it also manages — were a prominent feature of the private equity landscape in 2022, encouraged by...more
Consumer-facing companies face an increasingly complex UK regulatory landscape as multiple regulators place the spotlight on consumer rights and protections. A raft of new legislation is set to impact businesses and PE...more
4/5/2023
/ Buy Now Pay Later (BNPL) ,
Compliance ,
Consumer Contracts ,
Consumer Credit Protection ,
Consumer Financial Products ,
Financial Conduct Authority (FCA) ,
New Legislation ,
Portfolio Companies ,
Private Equity ,
Retail Investors ,
Sponsors ,
UK
The Asian PE market presents significant opportunities through minority investments, with nearly 60% of all disclosed PE investments tracked by Preqin since 2000 structured as minority deals. PE deals in Asia range from...more
Greater focus on strong corporate governance and transparency is placing company directors in the UK and elsewhere under growing scrutiny and increased risk of individual civil and criminal liability. As new case law and...more
4/5/2023
/ Board of Directors ,
Compliance ,
Corporate Governance ,
Criminal Liability ,
Enforcement Priorities ,
Investors ,
Personal Liability ,
Portfolio Companies ,
Private Equity ,
Private Equity Firms ,
Risk Management ,
Transparency
What types of transactions are classifed as ‘corporate reorganisations’ in your jurisdiction?
The term ‘corporate reorganisation’ can be used to mean a wide variety of transactions, but is most typically used to refer to...more
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
Warranty and indemnity insurance may remain a staple of European private equity, but are buyers changing course?
Warranty and indemnity (W&I) insurance has become an important component of European PE transactions in...more