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
Deal Structuring
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
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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
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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…
SPAC Sponsors Beware: The Rising Threat of Securities Liability
By Nick Grabar, Adam Brenneman & Jared Gerber on
Special purpose acquisition companies or “SPACs” are an increasingly popular way for an existing private company to become publicly traded without undergoing a traditional initial public offering, and for investors in public markets to invest in growth-stage companies. There can be generous returns for SPAC sponsors, but they should be aware of the liability risk…
President Trump Orders TikTok Divestment; Sweeping Order Appears to Indicate a Broadening of CFIUS’s Jurisdiction
By Paul Marquardt & Chase D. Kaniecki on
Following completion of a review by the Committee on Foreign Investment in the United States (“CFIUS”), President Trump recently issued an Executive Order requiring ByteDance to, among other things, divest itself of assets and property that enable or support operation of the TikTok application in the United States within 90 days (the “CFIUS Order”). This was not an unexpected outcome. We previously reported on the unusual nature of CFIUS’s review here. The week before, President Trump issued a different Executive Order authorizing the Commerce Department to prohibit transactions involving a U.S. person or within the jurisdiction of the United States with ByteDance (the “Commerce Order”), with details of the restrictions to come in 45 days. We previously reported on the Commerce Order here. According to press reports, negotiations for a possible acquisition of TikTok continue, and it remains to be seen whether those restrictions will come to fruition and on what timetable.
Continue Reading President Trump Orders TikTok Divestment; Sweeping Order Appears to Indicate a Broadening of CFIUS’s Jurisdiction