Publications

The CMS Corporate/M&A Group is pleased to launch the 16th edition of the European M&A Study

Points to note in M&A deals involving AI businesses | 6 min read The pace of innovation and transformation driven by Artificial Intelligence (AI) has made some traditional considerations in mergers and acquisitions redundant. Deals involving AI businesses could give rise to specific risks. Buyers may want certain protections to mitigate against these. Despite the clear benefits of AI, there might be questions around its reliability, performance, and long-term sustainability which heighten the need for carefully crafted warranties to protect investments and to ensure the delivery of promised functionalities. Key Contacts Elmer Veenman, CorporateTom Marshall, Finance

Executing successful corporate divestitures | 7 min read The days are gone where divestitures are an afterthought in boardrooms. Divestitures are now a fundamental part of corporate strategy, undertaken on a “proactive” rather than a “reactive” basis, with executives divesting non-core or underperforming assets or business lines to unlock value, increase portfolio profitability, and enhance organisational efficiency. However, divestitures can be tricky as they usually require assets which are deeply integrated in the organisation to be disentangled and sold, listed or “spun out”. Here we provide some useful tips on how to execute a successful divestment and chart some of the legal options available to executives. Key contacts   Bruce Harvie, CorporateKate Darracott, CorporateFrank Fowlie, CorporateMatthew McGuire, Corporate

Acquiring a target in financial distress | 5 min read With slowing economic activity coupled with dec­ade-high in­fla­tion and interest rates, and no sign of imminent improvement, increasingly companies are experiencing financial dis­tress. “Res­cuing” a company in distress can provide opportunities for buyers to pick up assets at attractive prices. However, distressed M&A is often very different to acquiring a financially healthy business and buyers need to go into these processes with their eyes open. Buyers of distressed assets (or from distressed sellers) will often find that they are expected to rely on a due diligence process that is limited and carried out in a compressed timescale. The speed of the sale process is driven by the distressed entity’s cash-needs and the demands and/or patience of creditors, without the protection of the customary warranties and indemnities which would be expected from a seller. Key contacts   Alasdair Steele, Cor­por­ateVir­ginie Frémat, Corporate Timea Scholey, Restructuring and InsolvencyJamie Burgess, Corporate

Making Post-Merger Integration a success | 5 min read The deal is done. As champagne flutes empty, dealmakers turn their sights to an element of the process which may be even trickier than the deal itself – integrating the businesses after the deal closes. The success of post-merger integration (“PMI”), the process in which two businesses are joined up after an M&A transaction, can make or break a deal. Issues with integration are cited as the main cause of why up to 90% of M&A transactions are deemed to “fail”. This article looks at the PMI process and how it can help acquirers maximise the value of a deal.  Key contacts Bruce Harvie, CorporateRichard Mitterhuber, CorporateJörg Schrade, TaxElliot Cowan, CorporateMatthew McGuire, Corporate

Getting the deal done | 8 min read Getting an M&A deal over the line is a big task in any context. The task is even greater when a transaction involves multiple jurisdictions, people and cultures. Understanding the bigger picture and commercial objectives makes it easier to focus on the legal provisions that really matter. This article sets out the main differences and challenges cross-border transactions present and the key factors that determine dealmaking success.

Increasing the effectiveness of patent protection across multiple jurisdictions | 6 min read The value of the intellectual property in IP-rich businesses is a key consideration in any proposed deal. But is the new Unitary Patent protection system preferable over existing national patent rights for protecting IP value? The answer is not a simple one but what is clear is that investing time and resources into a Unitary Patent protection strategy could have a significant pay-off for a patent-rich business.

We are pleased to share with you the 2024 edition of the European M&A Outlook, published by CMS in association with Mergermarket.

The proposed Corporate Sustainability Due Diligence Directive in an M&A context | 5 min read The Corporate Sustainability Due Diligence Directive ("CSDDD") imposes a duty upon companies to identify, prevent, bring to an end, mitigate and account for potential and actual adverse human rights and environmental impacts arising from their business activities, as well as those of their subsidiaries and value chains. The final text of the CSDDD is only expected in early 2024 and Member States will have a further two years to implement the CSDDD into national law. However, as the saying goes, you cannot outrun a bad diet (or in this case, poor governance and ESG hygiene), and companies should not expect to be able to wait until the last minute to review their ESG health, hoping for "crash diet" success, particularly in the context of M&A.

The dynamics of hostile takeovers in a challenging business environment | 5 min read A CMS study of hostile takeovers launched between 2017 and 2022 shows that, while relatively rare, hostile takeovers are most commonly launched by an existing shareholder and more often than not result in the successful acquisition of the target company. A successful defence to a hostile bid often depends on the target board’s preparedness, tactics employed as well as its ability to leverage relationships with key shareholders. This article zooms-in on some of the dynamics identifiable on recent hostile takeovers. Key contacts   Gordon Anton, Corporate M&AKristy Duane, Corporate M&AJames Parkes, Cor­por­ate M&AJack Shep­herd, Cor­por­ate M&AAlasdair Steele, Cor­por­ate M&A

CMS is the No.1 law firm for REITs.  The CMS REITs team includes specialists in the following expertise areas:Real EstateCorporate Fin­an­ceTaxReg­u­lat­ory­Bank­ing Changes in UK tax law and investor preference...