This edition covers proposed major reforms to the listing and prospectus regimes, corporate governance reforms largely relating to audit and internal controls, and proposed changes to the Takeover Code affecting the...more
6/5/2023
/ Audits ,
Corporate Governance ,
Financial Conduct Authority (FCA) ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
Listing Rules ,
Listing Standards ,
Proposed Amendments ,
Prospectus ,
Public Consultations ,
Regulatory Agenda ,
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
This edition covers the FCA’s priorities for the next 12 months, the ICGN statement on post-pandemic AGM practices, Takeover Code changes affecting competitive bids, and a proposed new corporate “failure to prevent fraud”...more
5/2/2023
/ Corporate Governance ,
Corporate Transparency Act ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Fraud ,
Internal Controls ,
Market Abuse ,
Regulatory Standards ,
Takeover Code ,
Takeovers ,
UK
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
This edition covers upcoming reforms to the UK listing regime, the FCA’s Primary Market Bulletin 44, the launch of a review into the UK investment research landscape, the PLSA’s 2023 Stewardship and Voting Guidelines, and...more
4/3/2023
/ Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Financial Conduct Authority (FCA) ,
FTSE ,
HM Treasury ,
Listing Standards ,
MiFID ,
Regulatory Reform ,
Research Reports ,
Shareholders ,
UK
This edition covers the new Investment Association Share Capital Management Guidelines and Shareholder Priorities for 2023, FRC publications on ESG and corporate governance, and the FCA’s Primary Market Bulletin 43....more
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
M&A deal teams face complicated legal issues amidst rapidly changing global sanctions and guidance.
Russia’s invasion of Ukraine has created new headwinds for M&A dealmakers, as a complicated matrix of sanctions and...more
9/14/2022
/ Acquisitions ,
Economic Sanctions ,
Export Controls ,
Foreign Investment ,
Mergers ,
Risk Assessment ,
Russia ,
Target Company ,
Trade Restrictions ,
UK ,
Ukraine
Private equity’s growing appetite for UK-listed targets comes with the need for Takeover Code-savvy dealmakers.
Amid stiff competition for attractive private targets, PE firms are competing more regularly against...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
Investors should plan today for the UK’s National Security and Investment Bill.
On 11 November 2020, the UK government published the draft of its long-awaited National Security and Investment Bill (the NSI Bill). The...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
It is now apparent that no institution or business unit, whatever its geography, industry, sector, or size, is above the negative impact of a poor culture. Culture-related issues at Uber, Sports Direct, Boeing, and others...more
In a complex and competitive market, minimising and mitigating risk in M&A is a key concern for deal teams. High demand for assets saw strong deal volumes and values in 2019, following a standout year in 2018. The search for...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
How can deal teams capitalise on the latest trend in the deal insurance market to improve bid success?
The emergence of contingent risk insurance policies, which address known risks that would otherwise be excluded from...more
Negotiating market price, fund economics, management and other investors, documents, and approvals are key to leveraging fund-to-fund transfers.
Following significant fundraising activity, sponsors have substantial capital...more
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
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)