By David J. Walker, Tom D. Evans, and Catherine Campbell Current Trends The M&A market is constantly evolving — from the predominantly seller’s market of H2 2019, to the tumultuous times of H1 2020, dynamics are shifting. Deal terms vary by transaction size, industry sector, and jurisdiction. Having a thorough knowledge of market trends is … Continue Reading
By Robbie McLaren and Catherine Campbell Current Trends The M&A market is constantly evolving — from the predominantly seller’s market of H2 2019, to the tumultuous times of H1 2020, dynamics are shifting. Deal terms vary by transaction size, industry sector, and jurisdiction. Having a thorough knowledge of market trends is critical to negotiating and … Continue Reading
Despite practical challenges, earnouts are a tool that PE buyers should increasingly consider to reconcile differences and get deals done. By Alexander Benedetti, Giancarlo D’Ambrosio, Sebastian Pauls, Laura Kichenside, Catherine Campbell, Tom Evans, and David Walker The use of earnouts, though historically disliked by PE buyers, is increasing across Europe. Earnouts can provide a way … Continue Reading
Healthcare artificial intelligence is a promising sector for PE investors that requires careful navigation, particularly given divergent regulatory approaches. By Jon Fox, Frances Stocks Allen, Catherine Campbell, Tom Evans, and David Walker PE funds invested more than US$14 billion in healthcare (including pharma) in 2019, up from US$3.5 billion in 2013, and interest is likely … Continue Reading
Successfully executing an acquisition from stress, distress, or insolvency requires a creative approach to reconcile competing interests. By Simon Baskerville, Jack Isaacs, Hyo Joo Kim, Catherine Campbell, Tom Evans, and David Walker The COVID-19 pandemic has brought a heightened risk of financial difficulty and insolvency for companies. Whilst there have been relatively few formal insolvencies … Continue Reading
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. By Richard Butterwick, Chris Horton, Tobias Larisch, Harald Selzner, Anna Ngo, Hector Sants, Catherine Campbell, Tom Evans, and David Walker European private investments in public equity (PIPEs) have historically been … Continue Reading
Companies and investors must consider the impact that poor corporate culture may have on their potential to achieve an exit, in particular an IPO. By David Berman, Richard Butterwick, Chris Horton, Robbie McLaren, Anna Ngo, Nell Perks, Catherine Campbell, and Charlotte Collins It is now apparent that no institution or business unit, whatever its geography, … Continue Reading
Amid FDI screening regime expansion, deal teams have opportunities to capitalise on newly available exemptions, but must beware novel complexities. By Jonathan Parker, Rachel K. Alpert, Stephanie Adams, Gillian Bourke, Zachary N. Eddington, Catherine Campbell, Tom Evans, and David Walker US intervention in the proposed acquisition of hotel-software company StayNTouch by a Chinese investor and … Continue Reading
Buyout firms planning an acquisition or preparing a portfolio company for exit must consider the impact of poor corporate culture, particularly on a potential IPO. By David Berman, Chris Horton, Robbie McLaren, Anna Ngo, Nell Perks, Charlotte Collins, Catherine Campbell, Tom Evans, and David Walker No institution, whatever its geography, industry, sector, or size, is … Continue Reading
Buyout firms must beware the unique legal, regulatory, and commercial issues that can complicate sports transactions and impact returns. By Patrick Mitchell, Alex McCarney, Stewart Robinson, Catherine Campbell, Tom Evans, and David Walker Private equity interest in sports assets has grown over the last few years, with investments in teams, leagues, and other members of … Continue Reading
Digital due diligence becomes increasingly important when buying digitally native beauty brands. By Deborah J. Kirk, Linzi Thomas, Camilla J. Dutton, Laura Kichenside, Catherine Campbell, Tom Evans, and David Walker Recent high-profile beauty M&A deals, coupled with current economic uncertainty, have brought renewed interest in the “lipstick effect”. Much cited in the aftermath of the … Continue Reading
By Richard Butterwick, Nick Cline, Robbie McLaren, Terry Charalambous, and Catherine Campbell 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 opportunity has brought large corporates … Continue Reading
M&A deal teams should take note of heightened scrutiny of HR and employment practices by antitrust enforcers in the US and Europe. By Richard Butterwick, David Little, Elizabeth Prewitt, Sarah Gadd, Joshua Chalkley, Anuj Ghai, Catherine Campbell, and Peter Citron No-poach, non-solicitation, and wage-fixing agreements — arrangements between companies seeking to agree wages, or prevent … Continue Reading
Considerations for non-US acquirers looking to buy a publicly traded US-based company in a negotiated (i.e., friendly) transaction. By Thomas W. Christopher, Bradley C. Faris, Alexander B. Johnson, Amanda P. Reeves, Les P. Carnegie, Kristin N. Murphy, and Kaitlin Verber In 2019, the public M&A market in the US continued at a strong level. A … Continue Reading
Negotiating market price, fund economics, management and other investors, documents, and approvals are key to leveraging fund-to-fund transfers. By Nick Benson, Tom Evans, Huw Thomas, David Walker, Katie Peek, and Catherine Campbell Following significant fundraising activity, sponsors have substantial capital at their disposal. However, in Europe, there were 564 deals worth US$72.8 billion in the first half … Continue Reading
Sustainable finance and its surrounding infrastructure offers growing potential for deals and green innovation. By Tom Evans, Paul Davies, David Walker, Ignacio Domínguez, Michael Green, Aaron Franklin, Laura Kichenside, and Catherine Campbell The global sustainable finance market has expanded rapidly in recent years, approaching US$320 billion in new issuances in the first 10 months of 2019. … Continue Reading
How can deal teams capitalise on the latest trend in the deal insurance market to improve bid success? By Tom Evans, Paul Davies, David Walker, Michael Green, Aoife McCabe, Harry Redford, Catherine Campbell, and Amy Watkins The emergence of contingent risk insurance policies, which address known risks that would otherwise be excluded from coverage under traditional W&I insurance, is … Continue Reading
Buyout firms and portfolio companies beware increased interest in no-poach and wage-fixing agreements from antitrust enforcers in the US and Europe. By Tom Evans, David Little, David Walker, Elizabeth Prewitt, Sarah Gadd, Joshua Chalkley, Anuj Ghai, Catherine Campbell, and Peter Citron Buyout firms and portfolio companies should take note of heightened scrutiny of HR and employment practices by … Continue Reading
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. Oliver Browne, Richard Butterwick, Alanna Andrew, Frederick Brodie, Connor Cahalane, and Catherine Campbell Recent high-profile fraud cases gravely illustrate how a failure to detect fraudulent activity can cause lasting damage … Continue Reading
Companies must mitigate risks to antitrust privilege posed by cross-border megadeals and increased regulatory demand for documentation. Richard Butterwick, John Colahan, Martin Davies, Jonathan Parker, Oliver Middleton, Gregory Bonné, and Catherine Campbell A strong M&A market has driven a high volume of megadeals across the globe in recent years, with acquirers turning to ambitious transactions. Antitrust issues frequently arise … Continue Reading
Buyers and sellers can make the most of divestments through a value-centered approach to planning and post-closing transitional service agreements. By Richard Butterwick, Robbie McLaren, Emily Cridland, and Katie Campbell In the current deal market, corporates are taking an increasingly strategic and value-centred approach to planning carve-outs and divestments in order to maximise value. According … Continue Reading
Drawing on Latham’s Sixth Private M&A Market Study, we explore trends and developments in consideration mechanics and deal conditionality. Richard Butterwick, Martin Saywell, Simon J. Tysoe, Catherine Campbell, and Richard George Uncertainty has been a significant market factor in 2019. The UK’s decision to leave the European Union, protectionist responses to China as a global investor, … Continue Reading
Subcontractors, security, and audit and termination rights will require special consideration under forthcoming EBA outsourcing guidelines. Richard Butterwick, Deborah J. Kirk, Fiona M. Maclean, Samantha Peacock, Kirsty Watkins, and Catherine Campbell Recent growth in divestiture and carve-out deals in the M&A landscape, including the financial sector, has brought renewed focus to transitional services agreements (TSAs), which … Continue Reading
As management terms converge, deal teams must still navigate cross-border differences in ratchets, put and call options, and management warranties. By Alexander Benedetti, Tom Evans, David Walker, Neil Campbell, Catherine Campbell, and Eric Loubet French and UK private equity firms are increasingly looking across the Channel for attractive buyout opportunities. Cross-border transactions involving French and UK … Continue Reading
