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
On 10 August 2023, the FCA published Primary Market Bulletin 45, which describes its process for developing its policy position in relation to the new ISSB standards and developing climate-related transition plan guidance for...more
9/5/2023
/ Climate Change ,
Code of Conduct ,
Consultation ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Listing Rules ,
Publicly-Traded Companies ,
Ratings ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
New Legislative Measures to Strengthen UK Corporate Reporting -
On 19 July 2023, the draft Companies (Strategic Report and Directors’ Report) (Amendment) Regulations were laid in Parliament....more
8/2/2023
/ Board of Directors ,
Corporate Governance ,
Digital Securities ,
Draft Guidance ,
Financial Conduct Authority (FCA) ,
Financial Reporting Council (FRC) ,
Information Reports ,
MiFID II ,
MTFs ,
New Regulations ,
Performance Reviews ,
Reporting Requirements ,
Research Tools ,
Trading Platforms ,
UK
This edition covers new global sustainability reporting standards, proposals to reform corporate criminal liability laws, the enactment of FSMA 2023, FRC guidance on dividend reporting, Investment Association guidance on...more
7/10/2023
/ Climate Change ,
Corporate Governance ,
Criminal Liability ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
FSMA ,
IFRS ,
Market Abuse ,
Reporting Requirements ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Transparency ,
UK
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
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
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
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
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
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)
Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution.
Recent high-profile fraud cases gravely...more
10/29/2019
/ Accounting Fraud ,
Acquisitions ,
Auditors ,
Contract Terms ,
Due Diligence ,
Forensic Accounting ,
Fraud ,
Limitation of Liability Clause ,
Mergers ,
Publicly-Traded Companies ,
Representations and Warranties ,
Risk Management ,
UK
Companies previously considered immune from activist campaigns have come under pressure, driving new public and private deal opportunities for private equity.
US shareholder activists are an established presence in Europe....more
6/25/2019
/ Acquisitions ,
Complex Corporate Transactions ,
Corporate Governance ,
EU ,
Financial Sponsors ,
Mergers ,
Private Equity ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Short Selling ,
UK
As the UK Competition and Markets Authority (CMA) prepares to assume sole jurisdiction for UK competition reviews post-Brexit, M&A deal teams must evaluate the competitive consequences of deals bridging the Brexit period and...more
1/11/2019
/ EU ,
European Merger Control Regulation ,
Jurisdiction ,
Member State ,
Merger Controls ,
Mergers ,
Risk Management ,
Strategic Planning ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA)
This year has seen a significant number of business failures, particularly on the high street, as businesses have struggled in the face of market fragility and Brexit uncertainty. When a UK company is underperforming, the...more
In June 2018, the UK adopted new powers to review certain technology related deals on national security grounds, extending the scope and breadth of its control regime to those that concern computing hardware, or quantum...more
1/11/2019
/ Acquisitions ,
CFIUS ,
Critical Infrastructure Sectors ,
Emerging Technology Companies ,
EU ,
FIRRMA ,
Foreign Investment ,
Germany ,
Merger Controls ,
Mergers ,
National Security ,
Technology Sector ,
UK ,
UK Brexit ,
UK Competition and Markets Authority (CMA)