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
Adherence to secrecy, pre-announcement preparations, realistic expectations-setting, and strategic plans for taking control are keys to P2P deal success. By Richard Butterwick, Pierre-Louis Clero, Manuel Deo, Tom D. Evans, Tobias Larisch, David J. Walker, Suneel Basson-Bhatoa, Phillippe Tesson, Connor Cahalane, and Catherine Campbell The deal market has seen a resurgence in public to private (P2P) transactions … Continue Reading
How can private equity firms identify and mitigate inherited liability risk from vulnerable portfolio companies? By Tom Evans, Gail Crawford, Fiona Maclean, David Walker, Katie Peek, Catherine Campbell, and Amy Smyth Ongoing big ticket regulatory fines coupled with high profile corporate veil cases indicate that private equity deal teams must remain alert to the risk of … Continue Reading
Firms targeting assets divested by conglomerates still face obstacles, though barriers to PE investment in Japan are gradually falling. By Stuart Beraha, Noah Carr, Tom Evans, Hiroki Kobayashi, Ivan Smallwood, David Walker, and Catherine Campbell Many hurdles that traditionally challenged private equity firms looking to invest in Japan have been lowered in recent years. The Japanese … Continue Reading
Companies previously considered immune from activist campaigns have come under pressure, driving new public and private deal opportunities for private equity. By Richard Butterwick, Christopher Drewry, Tom Evans, Harald Selzner, David Walker, Ben Coleman, and Catherine Campbell US shareholder activists are an established presence in Europe. In 2018, activist campaigns targeted 160 European companies, according to Activist Insight. In … Continue Reading
Persisting political and economic uncertainty means awareness of market changes remains crucial. By Simon Baskerville, Tom Evans, David Walker, Stephanie Dellosa, and Catherine Campbell The 2008 distress cycle triggered defaults and restructurings for European PE portfolio companies, as maintenance covenant defaults and balance sheet deleveraging forced refinancings and debt-for-equity swaps. While restructuring conditions for PE firms are … Continue Reading
Cornerstone investments can assist a firm’s overall exit objective, particularly when there are bidders for a portfolio company but no outright buyer. By James Inness, Tom Evans, David Walker, Sonica Tolani, Connor Cahalane, and Catherine Campbell Cornerstone investments, which involve taking a stake in an about-to-list company, have been popular in Asia and in Nordic countries for … Continue Reading
