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
With the explosion of AI applications, private equity houses and their portfolio companies must understand where key opportunities lie. By Tom Evans, Kem Ihenacho, David Walker, Laura Holden, Hector Sants, Claudia Sousa, Catherine Campbell, and Patricia Kelly Artificial intelligence (AI) developments provide increasing opportunities for private equity, including deal sourcing and portfolio company analysis/enhancement, particularly in businesses that can adopt … Continue Reading
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
European regulators’ openness to PE investors is presenting attractive banking sector opportunities, but such opportunities require careful regulatory planning and local issue navigation. By Carl Fernandes, Hans-Jürgen Luett, David Walker, Tom Evans, and Catherine Campbell Ten years ago, a PE investment in a European bank would have been a rare occurrence. However, more recently, PE … Continue Reading
As litigation funders find new disputes markets, PE firms should consider litigation funding as a growth sector — and as a valuable tool for de-risking portfolio company claims. By Stuart Alford, Dan Smith, David Walker, Tom Evans, and Catherine Campbell Litigation funding, the third-party financing of legal costs in disputes, is increasingly common in the … Continue Reading
Regulatory guidance on cryptoassets and digital currency companies may lead to a legitimisation of crypto-businesses as an investable asset class. By Stuart Davis, Sam Maxson, David Walker, Tom Evans, and Catherine Campbell Recent and upcoming regulatory guidance on cryptoassets and the regulation of companies engaged in digital currency, such as issuers, crypto-exchanges, crypto-custodians, crypto-brokers, and … Continue Reading
By Catherine Drinnan and Shaun Thompson 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 portfolio company is underperforming, the presence of a defined benefit pension (DB) plan with a large deficit can … Continue Reading
