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
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
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 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
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
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
Navigating evolving digital economy regulation requires a sophisticated and proactive approach from dealmakers.
Amid the ongoing global proliferation of regulation governing the digital economy, EU and UK legislators are...more
A new regulation to control foreign subsidies could entail more complex, costly, and time-consuming deal clearances.
European M&A is set to become more complex after the entry into force of the Foreign Subsidies...more
10/24/2022
/ Acquisitions ,
Competition ,
Complex Corporate Transactions ,
EU ,
European Commission ,
European Merger Control Regulation ,
Foreign Subsidies ,
Joint Venture ,
Mergers ,
New Regulations ,
Subsidies
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
PE deal teams can increasingly access direct lending for large, cross-border buyouts but regulatory and structuring challenges across jurisdictions remain.
Direct lending has long been a feature of the debt market, and...more
The film, television, and digital content production industries are ripe for PE investment, thanks to shifting revenue structures and European quotas.
The extraordinary growth of entertainment streaming platforms over...more
Welcome to the first edition of our European Healthcare & Life Sciences Market Update, a new report summarising key emerging trends, opportunities, and challenges facing the market in 2022. During the last 12 months, the...more
2/10/2022
/ Clinical Trials ,
Digital Health ,
EU ,
EU Clinical Trials Regulation (CTR) ,
Health Care Providers ,
Joint Venture ,
Life Sciences ,
Mergers ,
Pharmaceutical Industry ,
Regulatory Agenda ,
Regulatory Standards ,
UK ,
Venture Capital
The once shunned cannabis sector now offers attractive PE opportunities in many jurisdictions.
In years gone by, the prospect of significant PE investment in the cannabis industry would have been unthinkable for many....more
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
From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more
6/28/2021
/ Acquisitions ,
Asset Purchase Agreements ,
Business Valuations ,
Cartels ,
Complex Corporate Transactions ,
Contract Terms ,
Coronavirus/COVID-19 ,
EU ,
Federal Loans ,
Material Adverse Change Clauses (MACs) ,
Private Equity ,
Purchase and Sale Agreements ,
Representations and Warranties ,
Risk Assessment ,
Share Purchase Agreements
Beyond creative works and consumer products, NFTs open up new avenues for IP monetisation in the technology, life sciences, and pharmaceutical industries.
Non-fungible tokens (NFTs), one-of-a-kind cryptoassets stored on...more
6/25/2021
/ Anti-Money Laundering ,
Blockchain ,
Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
EU ,
Know Your Customers ,
Life Sciences ,
MiFID ,
Non-Fungible Tokens (NFTs) ,
Technology Sector ,
Token Sales ,
UK
As interest in European SPACs heats up amid an increasingly receptive regulatory environment, dealmakers must navigate market differences.
While US special purpose acquisition company (SPAC) IPOs and related M&A activity...more
The CMA’s efforts to make dynamic, forward-looking assessments of parties’ overlaps will only increase post-Brexit.
Dealmakers must be alert to the increasingly interventionist approach of the UK’s Competition and Markets...more
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
Despite practical challenges, earnouts are a tool that PE buyers should increasingly consider to reconcile differences and get deals done.
The use of earnouts, though historically disliked by PE buyers, is increasing...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