2021 was a historic year for mergers and acquisitions activity. While some reversion to the mean may be in store, we expect robust deal making to continue in 2022. As boards of directors and management teams seek opportunities in this competitive market, they will need to navigate a dynamic regulatory landscape and should expect investors and other stakeholders to focus on ESG metrics in the evaluation of M&A transactions to a greater extent than before.
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Deal Structuring
Germany Strengthens Corporate Social Responsibility in Supply Chains
By Michael Brems & Falko Maurer on
With effect as from January 1, 2023, the German Supply Chain Act dated July 16, 2021 (Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten – Lieferkettensorgfaltspflichtengesetz) will enter into force.
Undertakings of a particular size shall take responsibility for, and implement diligence standards with respect to, human rights-related and environmental risks in supply chains. An undertaking which is subject to the German Supply Chain Act, but not in compliance with the requirements stipulated thereunder, may face significant sanctions.
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Wide-Ranging New UK National Security Regime Comes Into Force
By Cleary Gottlieb on
The National Security and Investment Act 2021, which was passed on 29 April 2021, comes into force today. The new regime, which subjects investments in many companies active in the UK to mandatory review on national security grounds, will be among the most wide-ranging in the world. It represents the most significant change in the…
Gun Jumping in M&A: General Court Judgment Affirms Strict Approach in Altice
By Cleary Gottlieb on
The EU merger control regime imposes strict limitations on the interactions between parties pending merger clearance, to ensure there is no premature implementation of the transaction. Recent court decision has far-reaching consequences on drafting and negotiation of customary “interim covenants” in M&A agreements.
This alert memo discusses the principles established by the EU General Court…
UK Public M&A Round-Up – Autumn 2021
By Cleary Gottlieb on
Welcome to the Autumn edition of our UK Public M&A Round-up.
This issue includes:
- UK Public M&A Snapshot Q3 2021: Key themes over the past quarter.
- Rollovers in UK Public M&A Transactions: Why have rollovers been rising up the agenda?
- How Target Shareholders are Attacking Bids on Valuation Grounds: Why is this becoming more common
…
Final Rules for UK-listed SPACs
By Cleary Gottlieb on
On July 27, 2021, the Financial Conduct Authority (“FCA”) published a policy statement that includes final rules amending the UK Listing Rules, and new associated guidance, applicable to special purpose acquisition companies (“SPACs”). The new rules and guidance came into force on August 10, 2021.
The final requirements are based on the FCA’s earlier consultation…
UK Public M&A Round-up
By Cleary Gottlieb on
Welcome to our UK Public M&A round-up. Our round-up will feature select topics that highlight notable themes, trends and developments in the UK public M&A space.
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New UK National Security Regime To Come Into Force In January 2022
By Cleary Gottlieb on
On 20 July 2021, the UK Government announced that the National Security and Investment Act 2021, which was passed on 29 April 2021, will come into force on 4 January 2022. This new regime for review of investments on national security grounds will be among the most wide-ranging in the world. It represents the most…
Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors, and Other Market Participants
By Adam Fleisher on
We are pleased to bring you a substantial update to “Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors and Other Market Participants,” which provides a complete overview of the U.S. IPO process for these and other market participants.
This edition expands on developments relating to:
- Environmental, Social, and Governance (ESG) trends
- Direct
…
UK Proposes A Mandatory, Pre-Closing National Security Regime
By Cleary Gottlieb on
On November 11, the UK Government proposed a new national security screening regime that would allow the Government to intervene in “potentially hostile” foreign investments that threatened UK national security while “ensuring the UK remains a global champion of free trade and an attractive place to invest.”
If approved by Parliament, the National Security and…