Expert Analysis

• Petrofac Ruling Shifts Focus To Fairness In Restructurings

  

  The recent Court of Appeal overturning of Petrofac's restructuring plans demonstrates a change of direction that will allow previously ignored out-of-the-money creditors a share in the benefits, and means companies must review the fair treatment of different creditor classes, say lawyers at King & Spalding.

• Europe's New Defense Push Creates Investment Prospects

  

  Recent increases in European defense expenditure and governments' desire to innovate are creating a compelling environment for investment and merger and acquisition activity, especially for small and midsize enterprises at the forefront of emerging technologies, say lawyers at Skadden.

• Key Considerations For Issuers In FCA Prospectus Reform

  

  The Financial Conduct Authority’s forthcoming reform of the U.K. prospectus regime should be attractive to both debt and equity issuers because it limits the circumstances in which a costly prospectus is required, making it easier and cheaper for listed companies to raise capital, say lawyers at Sullivan & Cromwell.

• Challenges For Managers In Navigating Continuation Funds

  

  With continuation vehicles becoming an increasingly popular alternative to traditional private equity investment exit routes, managers and lenders should be confident that they understand a transaction’s structure and how it interacts with existing debt arrangements, says Jason Larkins at Travers Smith.

• Challenges Law Firms Face In Recruiting Competitor Teams

  

  Since the movement of lawyer teams from a competitor can bring legal considerations and commercial risks into play, both the target and recruiting firms should be familiar with the relevant limited liability partnership deed to protect their business, say lawyers at Fox & Partners.

• What New UK Stub Equity Rules Will Mean For PE Bidders

  

  The U.K. Takeover Panel’s recent guide to making stub equity offers, for the first time formally harmonizing the approach to be taken, should be helpful for both private equity bidders and practitioners, and not unduly restrictive, say lawyers at Davis Polk.

• French Plans For Call-In Powers Signal More Merger Scrutiny

  

  The French Competition Authority’s intention to draft a call-in mechanism for below-threshold transactions demonstrates a growing appetite to expand national investigation tools that will require a balance of effective control and legal certainty to reduce the burden on merging companies, say lawyers at Linklaters.

• UK FDI Enforcement Continues, But Changes Are On The Way

  

  With the U.K. government’s recent foreign direct investment investigation into Maple Armor’s increased shareholding in Fireblitz demonstrating the National Security and Investment Act’s wide scope, an announcement this month that certain transactions will no longer require mandatory notification represents a welcome simplification, says Matthew Hall at McGuireWoods.

• What Cos. Must Note From EU's Delivery Hero-Glovo Ruling

  

  The European Commission’s recent landmark decision in Delivery Hero-Glovo, sanctioning companies for the first time over a stand-alone no-poach cartel agreement, underscores the potential antitrust risks of horizontal cross-ownership between competitors, say lawyers at McDermott.

• Weighing PE Transaction Risks As EU AI Act Rolls Out

  

  As the European Union Artificial Intelligence Act becomes effective in stages, legal practitioners involved in private equity deals should consider the transactional risks resulting from this measure, including penalties, extraterritorial reach and target-firm applicability, say lawyers at Covington.

• UK-EU Competition Agreement Signals Rebuilding Of Ties

  

  The European Commission’s recent adoption of proposals to sign the European Union-U.K. competition agreement is a welcome first step toward better policy and enforcement convergence, providing a clearer legal framework for businesses to manage regulatory risk, says Charles Whiddington at Steptoe.

• Takeaways From EU's Review Of Merger Control Guidelines

  

  The European Commission’s newly launched consultation on the European Union’s merger guidelines will explore whether and how merger control should consider key policy objectives, such as innovation, investment incentives and security, say lawyers at Latham.

• Identifying Data Center Investment Challenges, Opportunities

  

  The role of data centers is expanding, as are new opportunities for private capital investors, but there are issues to consider, including finance models and contract complexity, as well as power supply, cyber threat resilience and data sovereignty, say lawyers at Ropes & Gray.

• Anticipating A Shift In CMA Merger Control Enforcement

  

  As the Competition and Markets Authority outlines plans to put the U.K. government's growth objectives into action, the changes may well pave the way for a more permissive outlook for review of mergers and acquisitions in the U.K., say lawyers at A&O Shearman.

• Saxon Woods Ruling Tightens Rules On Director Good Faith

  

  The recent Court of Appeal judgment in Saxon Woods v. Costa departs from the High Court's ruling, clarifying that a director's sincere belief they have acted in the company’s best interests is not sufficient to satisfy the statutory requirement to act in good faith, say lawyers at Covington.