Expert advice to keep your corporate timetable on track
Authorities around the world are increasingly recognising that who controls businesses and assets actually matters economically and politically. This realisation has led to more onerous and complex deal scrutiny and a higher overall level of intervention in foreign investments.
Merger control involves the review of qualifying transactions to ensure they will not reduce competition or create or strengthen any dominant market positions. While traditionally only intended to capture large transactions, new thresholds are being introduced to permit authorities to intervene in a wider range of transactions. These include high-value acquisitions of start-up companies or acquisitions of influential minority stakes.
Separately, under the guise of national security, governments are increasingly looking to protect strategically important businesses and industries (such as AI research, life sciences and digital tech) from being brought under the influence or control of politically undesirable foreign actors.
Meanwhile, the 2023 Foreign Subsidies Regulation has introduced a new mandatory notification regime for companies in receipt of substantial foreign subsidies wishing to acquire European-based businesses. The European Commission also has extensive new investigatory powers to address the potentially distortive effect of companies in receipt of foreign state subsidies. While designed to create a level playing field across the EU common market, it adds a new layer of regulatory complexity to international M&A.
Without careful management from the earliest stages of a transaction, these various M&A controls can wreak havoc with corporate timetables. In the worst cases, a transaction may be unable to complete on satisfactory commercial terms (indeed, if at all).
How we can help you
Our Competition team is at the forefront of developments in merger control, inward investment and foreign subsidies regulation. We have a wealth of experience advising clients on all aspects of EU and national merger control and inward investment regimes.
Competition and investment control authorities look to the future. Decisions are based on how companies and markets might develop over time as well as on the current state of affairs.
Market analysis is crucial. Our lawyers will help you carry out an analysis to determine the best clearance strategy. We will identify how the market might develop, antitrust risks and the challenges that might arise. We will then work with you to devise a strategy to minimise potential threats and delays.
We have close relationships with specialist economists and, in appropriate cases, will work seamlessly to build your case with robust evidence.
Notifications and building a case for clearance
From preparing briefing papers, merger notifications, FDI applications and subsidy control submissions to dealing with foreign subsidy control regulations, our lawyers are driven by the goal of obtaining clearances on the most favourable terms.
We will work with you to determine if you need to make any notifications, advise on the associated risks of (possibly not) doing so, devise an appropriate notification strategy and build a powerful case for clearance. Through our extensive international network of 'best friend' firms, if we trigger merger-control rules in multiple jurisdictions we will coordinate the entire filing process on your behalf.
We are proud of our record of securing clearances of even the most complex of transactions. Whether your deal needs clearance at a national level or before the European Commission, we have the expertise you need.
Our competition lawyers
Our international team is made up of competition law specialists drawn from across our 26 offices. We have an impressive track record of experience helping clients get their deals over the line. Our clients know us for our legal skill, our pragmatic approach in coordinating notification requirements across multiple jurisdictions and for delivering intelligent solutions that help transactions go through.
BioNTech / Instadeep
Secured unconditional merger control and FDI clearances across multiple jurisdictions in respect of BioNTech's €500m acquisition of Instadeep.
Vodafone / Sumitomo JV
Securing unconditional EUMR, Turkish and S Korean merger clearances for Vodafone in respect of the acquisition of joint control by Sumitomo Corporation in DABCO, an "economy of things" business specialising in autonomous interconnectivity.
Octopus Energy / L&G Capital Investments / Kensa Group
Securing unconditional EUMR clearance for Octopus in connection with acquisition of joint control over Kensa Group, a leading heat pump manufacturer.
Advising Grifols on the competition law and merger control aspects of its EUR 1.1 billion acquisition of Biotest AG.
Bestway / Costcutter
Advising Bestway on the competition law and merger control aspects of its acquisition of the Costcutter group, including submitting a briefing paper to the CMA.
Ebiquity / Nielsen
Securing unconditional CMA Phase II clearance in respect of the sale of Ebiquity to Nielsen, a 2:1 merger in the advertising intelligence market.
Advising on the sale of School Management Information System (MIS) business – known as RM Integris and RM Finance – to The Key Group. Unconditional CMA Phase 1 merger clearance was obtained.
Advised on Phase I of the European Commission clearance for the merger between CPW and Dixons, including engaging with local authorities in the UK, Ireland and Sweden.
Tech Mahindra GmbH
Advised on Bundeskartellamt clearance of the acquisition by TechM of BASF's third party business. The Mahindra group is a top ten company in India and employs approximately 155,000 people in 48 countries.
Globalvía Infraestructuras, S.A.
Advised on the European merger clearance for the acquisition by Aberdeen Infrastructure (HoldCo) B.V. of the share capital held by Globalvía Infraestructuras, S.A. in the concession company of the Hospital Universitari Son Espases (Palma de Mallorca).
Advised on the merger filing to the Italian Antitrust Authority (“IAA”) concerning the acquisition of P&G’s business branch relating to some homecare products.
Advised on the mobile commerce joint venture with O2 and Vodafone in front of the European Commission. Advised at Phase 1. Unconditional clearance was obtained after Phase 2.
SMART Technologies Inc
Advised on the acquisition by Hon Hai (Foxconn), including a UK and German merger filing.
Businesses and individuals in music streaming need to remain aware of developments ahead of the final report in 2023