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Category Archives: EU and Competition

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5 Antitrust Trends for Private Equity to Watch

We examine: increasing focus on non-controlling stakes, burdensome document production requests, heightened enforcement of gun jumping rules, examination of vertical deal overlaps, and ongoing political developments. By John Colahan, Peter Citron, Calum Warren, David Walker, Tom Evans, and Catherine Campbell In a continually evolving antitrust landscape, we consider five key trends that PE deal teams … Continue Reading

Corporate Buyers Poised to Reap W&I Insurance Benefits

By Drew Levin. Maarten Overmars, Richard Butterwick, Terry Charalambous, and Catherine Campbell Warranty and indemnity insurance (W&I) has become a common feature of European transactions in recent years, amid a strong sellers’ market that has enabled vendors to offload risk to buyers. According to the most recent edition of the Latham & Watkins Private M&A … Continue Reading

Corporates Must Evaluate M&A Competition Strategy Ahead of Brexit

By Greg Bonné, Jonathan Parker, Richard Butterwick, Terry Charalambous, and Catherine Campbell 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 update their competition strategy accordingly. Corporates may not be able … Continue Reading

Big Deals Boost Spanish M&A

Shifting environment presents the chance to unearth value and should pave the way to boost the number of mid-market deals. By Manuel Deó The Spanish M&A market in 2018 has been characterised by a series of large-cap transactions, helped by an abundance of cheap financing for the right deals. The total deal value on large-cap … Continue Reading

New National Security Threat to UK Private Equity Deals

By Jonathan Parker, Calum Warren, and Catherine Campbell The UK government has assumed an increasingly interventionist approach to foreign takeovers in recent years. In June 2018, the UK adopted new powers to review deals on national security grounds, extending the scope and breadth of its control regime. In July, the UK went a step further and … Continue Reading

Italy to Complete Implementation of the Market Abuse Regulation

Legislative Decree 107/2018 clarifies new reporting obligations, disclosure obligations, and sanctions, effective September 29. By Antonio Coletti and Isabella Porchia Italy has published in the Italian Official Gazette Legislative Decree no. 107 of August 10, 2018, amending the Italian legislative provisions (Legislative Decree no. 58/1998) to transpose the Market Abuse Regulation no. 596/2014 (MAR). The … Continue Reading

European Court of Justice Delivers Victory for EU Transparency and Accountability

Landmark ruling requires the European Commission to disclose impact assessments used as a basis for its legislative decision-making process. By Antonio Morales and Rosa Espín The Grand Chamber of the Court of Justice of the European Union recently issued a landmark judgment finding that impact assessments should be considered public documents. This decision sets a … Continue Reading

European Banking Authority’s Draft Guidelines on Outsourcing: Discussion of Key Themes

The EBA’s draft guidelines on outsourcing will impact cloud outsourcing and institutions’ deployment of FinTech. By Fiona Maclean, Charlotte Collins, and Terese Saplys On 4 September 2018, a wide audience of interested individuals gathered at Canary Wharf for a public hearing (Public Consultation) to listen to what the European Banking Authority (EBA) had to say in relation … Continue Reading

PE Firms Must Evaluate Competition Strategy Ahead of Brexit

By Jonathan Parker and Greg Bonné As the UK Competition and Markets Authority (CMA) prepares to assume sole jurisdiction for UK competition reviews post-Brexit, private equity deal teams must evaluate the competitive consequences of deals bridging the Brexit period and update their competition strategy accordingly. What is Changing? The European Commission (EC) currently acts as a … Continue Reading

Reform of the German Mietpreisbremse: A Breakthrough in Tenancy Law?

Proposed reforms to the Mietpreisbremse aim at strengthening and solidifying restrictions on steep rent increases in German urban areas. By Christian Thiele and Eun-Kyung Lee After intense discussions within the ruling coalition, the German government this week adopted a draft bill regarding the reform of German tenancy law. What is the Mietpreisbremse? The Mietpreisbremse (literally … Continue Reading

Potential Additional German Capital Gains Tax for Real Estate Investors

Real estate investors with their corporate seat and management outside of Germany may be subject to German taxation on capital gains from share deals. Non-resident individuals (investing directly or through partnerships or funds) will primarily be affected. By Tobias Klass and Verena Seevers According to a German draft tax bill, the sale of shares by … Continue Reading

Payment Systems Regulator to Review Card Acquiring Market on Competition Concerns

The PSR is to consider whether there is effective competition in the market and makes clear that further reviews of the payments ecosystem could be triggered by its findings By Brett Carr, Stuart Davis and Christian McDermott The Payment Systems Regulator (PSR) has issued Draft Terms of Reference for a market review into the supply … Continue Reading

German Federal Court: Property Sellers Who Withhold Usage History Risk Liability

FCJ decision finds that mere suspicion of contamination resulting from a sold property’s past use constitutes a defect. By Patrick Braasch and Christian Thiele The German Federal Court of Justice (FCJ) has ruled that an abstract suspicion of contamination resulting from a sold property’s past use already constitutes a material defect — irrespective of the … Continue Reading

Real Estate Transfer Tax: Putting an End to Share Deals?

The Conference of the German Ministers of Finance has announced measures against so-called share deal structures following the conclusion of the respective technical federal-state working group. By Tobias Klass Background So-called share deal structures have been the focus of German political debate about real estate transfer tax (RETT) for some time. The coalition agreement already … Continue Reading

New UK Government Powers Over Smaller Transactions Raising National Security Concerns

Buyers of businesses that produce military or dual-use goods, certain aspects of computing hardware, or quantum technology for supply in the UK should carefully assess the risk of governmental intervention if their targets fall within the scope of the new regime. By Jonathan D. Parker and Calum M. Warren On 11 June 2018, the UK … Continue Reading

Cartelised Products: In or Out of EEA? Only a Trial Will Tell

England may become an increasingly attractive forum for follow on damages claims, particularly those involving indirect cartelised product purchases initially acquired outside EEA the in wake of iiyama decisions. By Oliver E. Browne and Hayley M. Pizzey Summary The English Court of Appeal has held iiyama’s two claims against cathode ray tube (CRT) cartelists and … Continue Reading

English Court of Appeal Re-Affirms Pro-Enforcement Stance Toward Foreign Arbitral Awards

Decision encourages a deferential approach to enforcing foreign awards in England and confirms narrow interpretation of the public policy exception under the New York Convention. By Oliver E. Browne and Samuel Pape The English Court of Appeal has confirmed the enforcement of a China International Economic and Trade Arbitration Commission (CIETAC) award rendered in Beijing, … Continue Reading

Cryptocurrencies and Prepaid Cards Face Closer AML Regulation in the EU

New EU anti-money laundering measures have been approved by European legislators. By Stuart Davis and Charlotte Collins The European Parliament and Council have finally signed off on the text of the fifth Anti-Money Laundering Directive (known as MLD5). Overview The new directive is of particular interest to the FinTech sector as, amongst other things, MLD5 … Continue Reading

UK Ratifies the Unified Patent Court Agreement

Patent holders must prepare a patent strategy before the Unified Patent Court system takes effect. By Deborah J. Kirk On 26 April 2018, the UK government confirmed that the UK has now ratified the international agreement (the Agreement) to set up a Unified Patent Court for Europe (the UPC). Whilst the government promised this move … Continue Reading

Leaving Germany? Cross-Border Migration of German Real Estate Companies

Cross-border migration of German real estate companies is generally possible, however its admissibility must be determined on a case-by-case basis. By Christian Thiele International real estate investors continue to favour German real estate, however, the same does not always apply to German real estate companies. International real estate investors, for instance, often find German capital … Continue Reading

First Use of ESMA Temporary Product Intervention Measures

ESMA to introduce measures to restrict the provision of CFDs, and prohibit the provision of binary options, to retail investors in the EU. By Nicola Higgs and Charlotte Collins The European Securities and Markets Authority (ESMA) has announced the first use of its new product intervention powers under MiFID II. ESMA had announced before MiFID … Continue Reading

CAT Rules on Disclosure in Peugeot S.A. and others v NSK Ltd and others

The CAT’s specific disclosure ruling addresses the use of licensing to support anticompetitive behaviour. By John D. Colahan and Calum M. Warren On 2 March 2018, the Chairman of the UK Competition Appeals Tribunal (CAT) granted an application for further specific disclosure in Peugeot S.A. and others v NSK Ltd and others. The disclosure relates … Continue Reading
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