The U.K.’s Competition & Markets Authority (CMA) has released new merger assessment guidelines that confirm the U.K. regulator’s intensified approach to merger control.1 The guidelines largely codify the CMA’s recent output,...more
4/19/2021
/ Acquisitions ,
Competition ,
Corporate Counsel ,
Digital Platforms ,
EU ,
European Commission ,
Guidance Update ,
Merger Controls ,
Mergers ,
New Guidance ,
UK ,
UK Competition and Markets Authority (CMA)
Commissioned by the U.K. government to review its antitrust regime, Conservative Member of Parliament John Penrose’s “Power to the People” report proposes streamlined, modest changes rather than wholesale reform to the...more
Takeaways -
- The TCA requires parties to maintain standards in nontrade-related policy areas, particularly social, labour and environmental.
- The provisions potentially may disrupt EU-UK trade disputes.
- It...more
Financial services, including insurance and reinsurance (together, (re)insurance), have effectively been omitted from the Trade and Cooperation Agreement (TCA), resulting in arguably the “hardest” Brexit for any key UK...more
The European Union (EU)-U.K. Trade and Cooperation Agreement (TCA) governing post-Brexit trade relations between the U.K. and the EU includes provisions regulating EU/U.K. antitrust enforcement and cooperation effective...more
1/14/2021
/ Antitrust Provisions ,
Cartels ,
Competition ,
EU ,
International Tax Issues ,
Member State ,
Merger Controls ,
State Aid ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA) ,
Withdrawal Agreement
On 11 December 2020, the U.K. Supreme Court (the Court) handed down its much-awaited ruling in Merricks v Mastercard, dismissing Mastercard’s appeal against the English Court of Appeal’s April 2019 decision in a 3-2 ruling....more
The U.K. Competition & Markets Authority (CMA), which is on the cusp of becoming an independent merger regulator post-Brexit, is already known for its readiness to investigate global digital deals, issue freezing orders and...more
Following its review of a series of global deals in the digital markets space, the U.K.’s Competition & Markets Authority (the CMA) has launched a consultation on revised merger assessment guidelines (the draft guidelines)...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
10/17/2020
/ Acquisitions ,
Buyers ,
Carve Out Provisions ,
Contract Drafting ,
Contract Interpretation ,
Contract Terms ,
Coronavirus/COVID-19 ,
Law & Motion Hearings ,
Material Adverse Effects ,
Popular ,
Sellers ,
Share Purchase Agreements ,
Specific Performance ,
Travel ,
UK
December 31, 2020, is the last day of the Brexit transition period under the Agreement on the Withdrawal of the United Kingdom of Great Britain and Northern Ireland From the European Union and the European Atomic Energy...more
10/6/2020
/ Antitrust Investigations ,
Antitrust Litigation ,
EU ,
Exhaustion Doctrine ,
Free Trade Agreements ,
Intellectual Property Litigation ,
Merger Controls ,
Mergers ,
State Aid ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA) ,
Withdrawal Agreement
The European Commission’s (EC) June 2020 white paper proposing wide-ranging controls over foreign-subsidized companies’ access to Europe’s internal market has received fresh impetus. In a report issued earlier this month, the...more
Defendants in competition damages actions often argue that claimants mitigated any loss in competition damages claims by passing on any allegedly unlawful price increase to their customers. In Sainsbury’s v. Mastercard [2020]...more
7/7/2020
/ Anti-Competitive ,
Antitrust Violations ,
Burden of Proof ,
Calculation of Damages ,
Compensatory Damages ,
Credit Cards ,
Defense Strategies ,
Interchange Fees ,
Mitigation ,
Passing On ,
Pleadings ,
UK ,
UK Supreme Court
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
The coronavirus pandemic has weakened European economies and companies. EU and national governments have expressed concern that foreign investors may opportunistically take advantage of the crisis to acquire domestic...more
4/21/2020
/ Acquisitions ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Critical Infrastructure Sectors ,
Enterprise Act 2002 ,
EU ,
European Commission ,
Foreign Investment ,
France ,
Hostile Takeover ,
Merger Controls ,
Mergers ,
National Security ,
National Security Review Proceedings ,
Publicly-Traded Companies ,
Technology Sector ,
UK
In this series, “Critical Thinking in the Time of COVID-19,” our European tax practice examines the next stage of analysis for corporates that have begun digesting the economic and legal impact of COVID-19 on their...more
4/6/2020
/ Compliance ,
Coronavirus/COVID-19 ,
Corporate Taxes ,
EU ,
France ,
Germany ,
International Tax Issues ,
Lobbying ,
Social Insurance Contributions ,
State Aid ,
UK
The global spread of the novel coronavirus has disrupted everyday life all over the world and imposed significant difficulties on the business community. Antitrust merger reviews — and the authorities who conduct those...more
4/3/2020
/ Asia ,
China ,
Competition Authorities ,
Coronavirus/COVID-19 ,
Department of Justice (DOJ) ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Merger Reviews ,
Mergers ,
Notice Requirements ,
Office Closures ,
Relief Measures ,
Saudi Arabia ,
South America ,
State Administration for Market Regulation (SAMR) ,
UK ,
UK Competition and Markets Authority (CMA)
State measures to combat the spread of COVID-19 have brought many countries across Europe to a standstill. While health care systems struggle to respond, the pandemic has also provided “a major shock for our economies.”1...more
3/31/2020
/ Antitrust Violations ,
Collaboration ,
Competition Authorities ,
Coronavirus/COVID-19 ,
EU ,
European Commission ,
Foreign Investment ,
Merger Controls ,
National Security ,
Personal Protective Equipment ,
State Aid ,
Supply Chain ,
UK ,
UK Competition and Markets Authority (CMA)
On 27 February 2020, Skadden antitrust/competition partner Bill Batchelor chaired an InformaConnect conference in London exploring evolving Competition and Markets Authority (CMA) enforcement practices, concurrent regulation,...more
On March 10, 2020, the England and Wales Court of Appeal (CoA) handed down its judgment in the appeals by the U.K. Competition and Markets Authority (CMA) and Flynn Pharma Ltd. against a June 2018 Competition Appeal...more
3/27/2020
/ Abuse of Dominance ,
Antitrust Violations ,
Appeals ,
Competition ,
Excessive Pricing ,
Fines ,
Pfizer ,
Pharmaceutical Industry ,
Reversal ,
UK ,
UK Competition and Markets Authority (CMA) ,
UK Competition Appeal Tribunal (CAT)
On December 4, 2019, Skadden hosted a discussion with Sir Marcus Smith QC, a Justice of the High Court and a chair of the Competition Appeal Tribunal (Tribunal). Sir Marcus has presided over leading cases in the U.K. on...more
3/27/2020
/ Antitrust Litigation ,
Burden of Proof ,
Cartels ,
Collective Actions ,
Competition ,
Damages ,
Discovery ,
EU ,
Judicial Review ,
Third-Party ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA)
A recent decision by the Competition Appeal Tribunal (CAT), Tobii AB (publ) v. Competition and Markets Authority, confirms a deferential standard for the U.K. Competition and Markets Authority (CMA) in its merger...more
The U.K. Competition and Markets Authority (CMA) has published “Guidance on the Functions of the CMA Under the Withdrawal Agreement” (Guidance), which sets out the regulator’s approach to merger and competition cases during...more
2/13/2020
/ Abuse of Dominance ,
Acquisitions ,
Antitrust Investigations ,
Cartels ,
Condition Precedent ,
Corporate Counsel ,
EU ,
European Commission ,
Exclusive Jurisdiction ,
Jurisdiction ,
Long Arm Statute ,
Merger Reviews ,
Mergers ,
One-Stop Shop ,
Parallel Proceedings ,
Transitional Arrangements ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA) ,
Withdrawal Agreement
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
The Conservative Party’s conclusive win in the U.K.’s recent general election paves the way for long-anticipated and decisive reforms to the country’s national security screening regime. The government first outlined its...more
1/23/2020
/ Enterprise Act 2002 ,
Foreign Acquisitions ,
Foreign Investment ,
General Elections ,
Inbound Investments ,
Merger Controls ,
Mergers ,
National Security ,
National Security Review Proceedings ,
Political Parties ,
UK ,
UK Competition and Markets Authority (CMA)
This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including a review of the first year of GDPR enforcement, analysis of...more
10/3/2019
/ Anti-Money Laundering ,
Appeals ,
Blocking Statutes ,
Bribery ,
CFTC ,
China ,
CLOUD Act ,
Communication Restrictions ,
Compliance ,
Conspiracies ,
Cooperation Agreement ,
Crime (Overseas Production Orders) Act 2019 (the COPO Act) ,
Criminal Prosecution ,
Cross-Border Transactions ,
Cryptocurrency ,
Cybersecurity ,
Deferred Prosecution Agreements ,
Denial of Certiorari ,
Department of Justice (DOJ) ,
Deutsche Bank ,
Disclosure ,
Dodd-Frank ,
Economic Sanctions ,
Enforcement Actions ,
EU ,
EURIBOR ,
Exports ,
Extradition ,
Extraterritoriality Rules ,
Financial Conduct Authority (FCA) ,
Financial Records ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Exchanges ,
France ,
Fraud ,
General Data Protection Regulation (GDPR) ,
Government Investigations ,
Hackers ,
Hungary ,
Imports ,
India ,
Indictments ,
Information Sharing ,
Iran Sanctions ,
Israel ,
Lithuania ,
Money Laundering ,
Morrison v National Australia Bank ,
Multinationals ,
Office of Foreign Assets Control (OFAC) ,
Opioid ,
Pharmaceutical Industry ,
Popular ,
Rate-Rigging ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Serious Fraud Office (SFO) ,
Spoofing ,
Subpoenas ,
Swiss Supreme Court ,
Switzerland ,
Tax Crimes ,
Tax Evasion ,
Tax Treaty ,
Turkey ,
UK ,
United States ,
Venezuela ,
Wal-Mart