Mergers & acquisitions
June 2019 | SPECIAL REPORT: MERGERS & ACQUISITIONS
Financier Worldwide Magazine
June 2019 Issue
While not hitting the heights seen in recent years, global mergers and acquisitions (M&A) activity in 2018 was still substantial, with deals worth over $3 trillion agreed. Against a backdrop of sweeping technological change, corporate executives took advantage of record stock prices, buoyant consumer confidence and relatively low borrowing costs; however, a decline in fees took the edge off the boom in some cases. So, with 2018 having closed out with a string of mega-deals, whether 2019 proves equally robust is the question. M&A activity can be fickle, with the ever-present possibility that a stock or bond market shock may derail potential corporate tie-ups.
Q&A: Getting talent integration right
FW moderates a discussion on getting talent integration right between Kelly Karger, Marie Holmstrom and Annie Rzepecki at Willis Towers Watson.
Middle management: the overlooked ingredient of a successful M&A deal
The Conference Board For M&A activity, 2018 marked the third-highest year on record. Announced transactions exceeded over $4 trillion, and cross-border deals alone accounted for $1.2 trillion – a 23 percent increase from 2017. This recent momentum looks all but certain...
Target management challenges between signing and closing – managing in limbo
Camino Education In a typical M&A transaction, dealmakers devote a lot of time and attention to the pre-signing period. Buyer, seller, target and their respective legal, tax, financial, accounting and strategic advisers focus on the due diligence review and on the negotiation...
Planning M&A – do not let competition law get lost in the mix
McCarthy Tétrault LLP Unsurprisingly, the primary focus in any M&A transaction is creating shareholder value or profitably exiting an investment. However, it is important to conduct a competition law assessment early in the M&A process. As competition law develops and gains...
Joining forces – issues in consortium bids for listed targets
Herbert Smith Freehills Acquiring a listed entity is often a complex undertaking. There are added layers of legal, commercial and strategic issues where the objective is for a group of otherwise unaffiliated parties to join together as a consortium to make the bid. Some recent consortium...
Pitfalls in the use of warranty & indemnity insurance
SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH In recent years, the use of warranty and indemnity (W&I) insurance in M&A transactions has exploded. This is due to the ability of the insurance industry to offer more suitable solutions for problems that arise during an M&A deal. It can be expected...
Evolution of the ‘material adverse effect’ clause
Gibson, Dunn & Crutcher LLP On 7 December 2018, the Delaware Supreme Court summarily affirmed the Delaware Court of Chancery’s decision in Akorn, Inc. v. Fresenius Kabi AG. The decision represented a remarkable development in the canon of corporate law, as the case signified the first...
When fairness matters, more disclosure is key
Aird & Berlis LLP While voluntary under Canadian law, fairness opinions permeate the Canadian mergers and acquisitions (M&A) landscape. They are used to help demonstrate to stakeholders, directors, market participants and courts the fairness of a proposed transaction...
The rising influence of shareholder activism in M&A transactions: recent trends in the UK
Cleary Gottlieb Steen & Hamilton LLP The level of shareholder activism in the UK has risen dramatically in the last few years, with the UK arguably representing the most dynamic market for activist campaigns outside the US. Consistent with trends seen in the US, the UK has also recently experienced...
The emergence of post-offer undertakings under the Takeover Code
Davis Polk & Wardwell Following a consultation regarding the extent to which parties to UK takeover offers may be held to statements they make, the Takeover Code was amended in 2015 to regulate two types of statements made by parties to a takeover offer: (i) post-offer...
Recent trends in Russian strategic investments law
ALRUD Law Firm The Federal Law No. 57-FZ ‘On Procedure for Making Foreign Investments in Companies which are of Strategic Importance for Ensuring the National Defense and State Security’ dated 29 April 2008 (Strategic Investments Law) sets forth a number of restrictions...
Marval, O’Farrell and Mairal Ever since taking office in December 2015, Argentina’s current administration has directed its efforts toward creating a more investor-friendly environment. Governmental efforts have included several regulatory reforms aimed at creating incentives that would attract investments...
Q&A: Spin offs & carve outs: managing risk and creating value
FW speaks with Alan J. Castillo at BDO USA LLP about managing risk and creating value through spin offs and carve outs.
CONTRIBUTORS
Aird & Berlis LLP
ALRUD Law Firm
BDO USA LLP
Camino Education
Cleary Gottlieb Steen & Hamilton LLP
Davis Polk & Wardwell
Gibson, Dunn & Crutcher LLP
Herbert Smith Freehills
Marval, O’Farrell and Mairal
McCarthy Tétrault LLP
SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH
The Conference Board
Willis Towers Watson