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Private Equity

Our Private Equity lawyers have been advising private equity funds and family offices for many decades. Our private equity practice enjoys a high standing and reputation in the European market and beyond. We strive to understand the needs of our clients and the market and to tailor our advice accordingly. The Private Equity players we represent include large, medium and small funds as well as family-run funds across the world that are facing fundraising, origination, valuation, execution, performance, exit strategies and regulation challenges.

Our Private Equity Teams provide cross-disciplinary advice on a wide range of legal and tax matters arising in relation to national and international daily pressures of valuations, performance, exit strategies and regulation. As strategic advisors, we combine many years of experience, expertise and international capability.

The relative availability of debt together with significant levels of capital committed to the private equity industry, or held on corporate balance sheets, has strongly impacted the competition for assets and pricing levels. A cohesive private equity strategy will support you to ensure that you acquire the right assets and obtain maximum value from your portfolio. We are structured around your business sectors and that of your targets. This means we can advise you on all stages of a fund’s lifecycle, from formation and administration to the making of investments, portfolio monitoring and exiting.

Your deals are executed according to tight deadlines and complex regulatory constraints. Our multi-disciplinary specialist teams across more than 40 countries globally can mobilise quickly, whatever the size and complexity of your transaction. With anti-trust, tax, employment, banking, commercial, ESG and disputes expertise, we can also assist in the protection and growth of your funds and investments. Whether your deal is in the upper or mid private equity or venture market, our specialist lawyers can guide you towards the best business outcome in your home markets and across multiple jurisdictions.

CMS Total Private Equity, one stop-service

  • Fund Formation and GP / LP Advisory
  • Financial Services
  • Regulatory
  • Tax
  • Fund Manager
  • Fund Administration & Corporate Services
  • Investment M&A - Comprehensive Due Diligence
  • Investment M&A - Buyouts, Minority Stakes, LBOs, MBOs, MEUs, Take-Privates
  • Shareholder Arrangements, Co-Invests and Sell-downs
  • Acquisition Finance, Debt Restructuring & Refinancing
  • Anti-trust and FDI
  • Portfolio Monitoring (including Tax, Employment, Corporate and Commercial)
  • Dispute Resolution & Mediation
  • Exit M&A - Vendor Due Diligence & Remediation of identified issues
  • Exit M&A - Trade Sales IPOs, Auctions, Recapitalisation
  • Secondaries and GP-Led Secondaries
  • ESG

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29/09/2022
Boom & Gloom? CMS European M&A Out­look 2023
We are pleased to share with you the 2023 edi­tion of the European M&A Out­look pub­lished by CMS in as­so­ci­ation with Mer­ger­mar­ket.
24/03/2022
CMS European M&A Study 2022
The CMS Cor­por­ate/M&A Group is pleased to launch the four­teenth edi­tion of the European M&A Study
16/12/2021
CMS Ex­pert Guide for dir­ect­ors and CEOs
 We last up­dated this guide in April 2020 in re­sponse to the out­break of COV­ID-19 – to in­clude spe­cif­ic guid­ance for dir­ect­ors on their re­spons­ib­il­it­ies in light of the pan­dem­ic, and to provide a sum­mary of the rel­ev­ant changes in law made as coun­tri
28/07/2022
CMS Private Equity Glob­al Bro­chure
Private equity in­vestors face daily pres­sures of ori­gin­a­tion, valu­ations, ex­e­cu­tion, per­form­ance, exit strategies, fund rais­ing and reg­u­la­tion. At CMS, our private equity strategy is de­signed around our...

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30/01/2023
Emer­ging Europe M&A Re­port 2022/2023
The year 2022 star­ted with vari­ous chal­lenges, in­clud­ing rising in­fla­tion and en­ergy prices. Then the Rus­si­an in­va­sion of Ukraine ad­ded yet an­oth­er one. Non­ethe­less, the M&A mar­ket in emer­ging European coun­tries proved to be ex­tremely re­si­li­ent. The re­gion saw M&A activ­ity main­tain a steady pace, though deal val­ues were not­ably lower. Also, vari­ations could be ob­served across ter­rit­or­ies and sec­tors. While 2022 brought a unique set of chal­lenges, deal­mak­ing largely com­pared fa­vour­ably to pre-pan­dem­ic levels.Wel­come to the 2022/23 edi­tion of the Emer­ging Europe re­port.
25/10/2022
CMS European Private Equity Study 2022
We are very pleased to share with you the first edi­tion of the CMS European Private Equity Study 2022.This study ana­lyses over 100 CMS Private Equity deals that we ad­vised on in 2021 also tak­ing in­to ac­count for com­par­is­on data of PE deals we ad­vised on in 2020 and trade deals of both peri­ods. Key find­ings based on ana­lys­is of 2021 deals Deal activ­ity: deal volume was in line with gen­er­al mar­ket trends, with a sig­ni­fic­ant de­crease in deal activ­ity in 2020, the year of the out­break of COV­ID-19, fol­lowed by an un­pre­ced­en­ted level of activ­ity in 2021.Deal Drivers: one of 2021's ma­jor deal drivers was di­git­al­isa­tion (11% in 2021 com­pared to 2% in 2019 and 2020).For­eign In­vest­ment Con­trol: In 2021, 14.8% of the PE deals we ana­lysed in­cluded some form of FDI ap­prov­al pro­cess as part of the con­trac­tu­al terms.W&I In­sur­ance: The num­ber of PE deals fea­tur­ing W&I in­sur­ance in­creased from 36% in 2020 to 42% in 2021. In high­er value deals (where the pur­chase price is more than EUR 100m), W&I in­sur­ance cov­er­age is now the stand­ard, hav­ing been used in 74% of the PE deals we ana­lysed.Man­age­ment in­cent­ive schemes: The ma­jor­ity of the in­cent­ive schemes re­viewed al­loc­ated up to 25% of the exit pro­ceeds to man­age­ment. In more than 70% of cases leav­er pro­vi­sions ap­ply and, when triggered, man­age­ment has to for­feit or sell (de­pend­ing on wheth­er they are a good or bad leav­er) both sweet equity and any strip (e.g. rollover in­vest­ment).
23/10/2022
ACC An­nu­al Meet­ing
CMS - Meet our ex­perts at booth #233 More than 70 per­cent of the world’s pur­chas­ing power is loc­ated out­side of the United States. So for US com­pan­ies, es­tab­lish­ing or grow­ing their busi­ness and in­vest­ments with their main trade part­ners – wheth­er in the UK, the European Uni­on, China, Africa or the Middle East – is es­sen­tial for their suc­cess.However, do­ing busi­ness in di­verse mar­kets, each with its unique leg­al en­vir­on­ment and ways of prac­ti­cing law, re­quires spe­cial­ist know­ledge. Our more than 5,000 law­yers world­wide provide busi­ness-fo­cused ad­vice, wheth­er in a single mar­ket or across mul­tiple jur­is­dic­tions. Our fo­cus is on build­ing long-term part­ner­ships to keep our cli­ents ahead in their chosen mar­kets.CMS is pleased to be spon­sor­ing the As­so­ci­ation of Cor­por­ate Coun­sel (ACC) An­nu­al Meet­ing from 23 - 26 Oc­to­ber in Las Ve­gas (NV). Be­low you can find an over­view of our part­ners at­tend­ing the ACC an­nu­al meet­ing, rep­res­ent­ing a range of jur­is­dic­tions, prac­tice areas and sec­tor spe­cial­isms . To ar­range a meet­ing, please con­tact events@cmsleg­al.com or vis­it us at booth #233.CMS law­yers will be par­ti­cip­at­ing in the fol­low­ing pan­el dis­cus­sions:UK-based Part­ner and Head of the CMS En­ergy & Cli­mate Change Group Mu­nir Has­san -  “Are you an En­ergy Law­yer? How En­ergy touches Every Busi­ness”CMS Bel­gi­um Part­ner Soph­ie Berg -  “In­ter­pret­ing the EU Whis­tleblower Dir­ect­ive: Key Steps to En­sure Com­pli­ance”.For more in­form­a­tion about the ACC An­nu­al meet­ing and the pro­gramme, please vis­it their web­site here.To find out more about CMS, vis­it the About CMS sec­tion.For fur­ther in­form­a­tion, please see our part­ners at­tend­ing the con­fer­ence in the gal­lery be­low and an over­view of all our ex­pert­ise areas.
30/10/2022
CMS - Meet our ex­perts at The In­ter­na­tion­al Bar As­so­ci­ation (IBA) An­nu­al...
More than 70 per­cent of the world’s pur­chas­ing power is loc­ated out­side of the United States. So for US com­pan­ies, es­tab­lish­ing or grow­ing their busi­ness and in­vest­ments with their main trade part­ners – wheth­er in the UK, the European Uni­on, China, Africa or the Middle East – is es­sen­tial for their suc­cess.However, do­ing busi­ness in di­verse mar­kets, each with its unique leg­al en­vir­on­ment and ways of prac­ti­cing law, re­quires spe­cial­ist know­ledge. Our more than 5,000 law­yers world­wide provide busi­ness-fo­cused ad­vice, wheth­er in a single mar­ket or across mul­tiple jur­is­dic­tions. Our fo­cus is on build­ing long-term part­ner­ships to keep our cli­ents ahead in their chosen mar­kets.CMS law­yers are pleased to be at­tend­ing the In­ter­na­tion­al Bar As­so­ci­ation (IBA) An­nu­al Con­fer­ence from 30th Oc­to­ber to 04th Novem­ber 2022.Be­low you can find an over­view of our part­ners at­tend­ing the IBA An­nu­al Con­fer­ence, rep­res­ent­ing a range of jur­is­dic­tions, prac­tice areas and sec­tor spe­cial­isms.To ar­range a meet­ing, please con­tact melania.kozyra@cmsleg­al.com.CMS law­yers will be par­ti­cip­at­ing in the fol­low­ing pan­el dis­cus­sions:France based Part­ner An­na­belle Bail­leul-Mira­baud will be chair­ing Roundtables dis­cus­sions of glob­al tax trends, Wed­nes­day 2 Novem­ber (1430 - 1730)France based Part­ner Frédéric Roux and Michel Col­let will par­ti­cip­ate in Roundtables dis­cus­sions of glob­al tax trends, Wed­nes­day 2 Novem­ber (1430 - 1730)Italy based Part­ner Paolo Bonolis will par­ti­cip­ate in the pan­el on Con­tract­ing of IT as­sets (di­git­al­isa­tion 2.0) in an in­creas­ingly com­plex reg­u­lat­ory en­vir­on­ment, Monday 31 Oc­to­ber (1430 - 1545)Italy based Part­ner Laura Opilio will take part in 3 pan­els:chair­ing Ad­dress­ing dis­tri­bu­tion-re­lated short­ages of medi­cines and med­ic­al devices from a multi-jur­is­dic­tion­al per­spect­ive meet­ing, Tues­day 1 Novem­ber (1615 - 1730);Hot top­ics in in­ter­na­tion­al com­merce, trade, fran­chising and product law, Monday 31 Oc­to­ber (0930 - 1230);and Best prac­tices in sup­ply chain in the post (or con­tinu­ing) Cov­id en­vir­on­ment, the war in Ukraine and the im­pact of di­git­iz­a­tion, Wed­nes­day 2 Novem­ber (1615 - 1730)Ger­many based Part­ner Bjo­ern Gaul and Orly Gerbi of Herzog Fox Nee­man, Is­rael will mod­er­ate a pan­el on New de­vel­op­ments on Al in the work­place on 02.11.2022 (Wed­nes­day) 9.30 h – 10.45 a.mEm­ploy­ment and In­dus­tri­al Re­la­tions Law Com­mit­tee (Lead for mod­er­at­ors and speak­ers)Tech­no­logy Law Com­mit­tee (one speak­er) with the at­tend­ing ex­perts be­low:Pa­tri­cia Bar­boza, CGM Ad­vogados, Brazil­Steven T. Hunt, Tech­no­logy & Work, SAP In­nov­a­tion Of­fice, USAC­liff Jurkiewicz, Vice Pres­id­ent, Strategy at Phe­nom, USAInge de Laat, Rut­gers & Posch, Neth­er­landsAnthony J. On­cidi, Proskauer, USAVikram Shroff, Nishith De­sai, In­dia­Yardenne Assa, Co-Founder and CEO, Un­box­able, Is­raelTo find out more about CMS, vis­it the About CMS sec­tion.For fur­ther in­form­a­tion, please see our part­ners at­tend­ing the con­fer­ence in the gal­lery be­low and an over­view of all our ex­pert­ise areas.
29/09/2022
Boom & Gloom? CMS European M&A Out­look 2023
We are pleased to share with you the 2023 edi­tion of the European M&A Out­look pub­lished by CMS in as­so­ci­ation with Mer­ger­mar­ket.
07/2022
CMS Private Equity Glob­al Bro­chure
Private equity in­vestors face daily pres­sures of ori­gin­a­tion, valu­ations, ex­e­cu­tion, per­form­ance, exit strategies, fund rais­ing and reg­u­la­tion. At CMS, our private equity strategy is de­signed around our...
22/04/2022
Do Chinese sub­si­di­ar­ies of EU share­hold­ers and EU na­tion­als in China have...
Re­cently the EU im­posed ad­di­tion­al sanc­tions on Rus­sia and Rus­si­an com­pan­ies and in­di­vidu­als. For for­eign in­ves­ted en­ter­prises with EU share­hold­ers and EU na­tion­als in China, the ques­tions arises wheth­er...
28/03/2022
Itali­an court re­cog­nises ret­ro­act­ive ex­emp­tion on di­vidends to for­eign...
In judg­ment No. 49/2022, the first in­stance Court of Pes­cara re­cog­nised that dis­tri­bu­tion of di­vidends from a res­id­ent com­pany to a non-res­id­ent fund must be gran­ted with an ex­emp­tion re­gime from the...
22/03/2022
SPC Is­sues Ju­di­cial In­ter­pret­a­tion on Sev­er­al Is­sues Con­cern­ing the Ap­plic­a­tion...
On 24 Feb­ru­ary 2022, the Su­preme People's Court (“SPC”) of the People’s Re­pub­lic of China (“PRC”) pro­mul­gated the In­ter­pret­a­tion on Sev­er­al Is­sues Con­cern­ing the Ap­plic­a­tion of the Gen­er­al Part...
15/03/2022
New Ju­di­cial In­ter­pret­a­tion Strengthens Pro­tec­tion of On­line Con­sumers
The Pro­vi­sions on Sev­er­al Is­sues Con­cern­ing the Ap­plic­a­tion of Law in Hear­ing Cases In­volving On­line Con­sumer Dis­putes (I) (the “Pro­vi­sions”), pro­mul­gated by the Su­preme People’s Court, come in­to...
31/01/2022
Time for trans­ition: En­ergy M&A 2022
While world lead­ers have been gath­er­ing for COP meet­ings for dec­ades, what made COP26 per­haps par­tic­u­larly not­able is that the private sec­tor also gathered in force, and with a com­mit­ment and de­term­in­a­tion to be a key driver in the de­car­bon­isa­tion of the world’s eco­nom­ies.  In pre­vi­ous years, there have been mur­mur­ings from vari­ous cor­por­ates that to make so­cial or en­vir­on­ment­ally driv­en in­vest­ment de­cisions may not align with their fi­du­ciary duty to act in the in­terests of share­hold­ers. As share­hold­er act­iv­ism has driv­en the de­bate in­to board­rooms from above, this at­ti­tude is rap­idly re­vers­ing dir­ec­tion. While re­turns are gen­er­ally seen as lower in the clean sec­tor com­pared to, say, the oil & gas sec­tor, be­ing in­ves­ted in the green trans­ition is in­creas­ingly seen as a key route to pre­serving and pro­tect­ing share­hold­er value. At the same time, vol­un­tary and man­dat­ory cli­mate re­lated dis­clos­ures are align­ing the drivers for in­vestors across the board so that cap­it­al is in­creas­ingly driv­en by the met­rics they pro­duce.  This is be­ing re­flec­ted in, among oth­er things, the plum­met­ing cost of cap­it­al for green in­vest­ments. At the same time high car­bon in­tens­ive in­vest­ments, such as coal based pro­jects and busi­nesses, are strug­gling to se­cure fund­ing, with many fa­cing in­solv­ency. In­vest­ments in the en­ergy trans­ition, a key part of the green trans­ition, will prin­cip­ally take the form of M&A. The out­come of COP26 and the mo­mentum it has gen­er­ated means that European deal­makers in the en­ergy sec­tor will be even busier in 2022. Europe leads the world in the en­ergy trans­ition and the race to net zero is driv­ing near-re­cord levels of deal­mak­ing – not­ably in wind and sol­ar photo­vol­ta­ic gen­er­a­tion.At the same time, the en­ergy trans­ition is both ex­pand­ing and frag­ment­ing the en­ergy sec­tor. For many, it has tra­di­tion­ally been fo­cused on en­ergy gen­er­a­tion. The trans­ition is bring­ing to the fore less vis­ible tech­no­lo­gies. Everything from tra­di­tion­al hy­dro­power to grid-scale bat­ter­ies, elec­tri­fic­a­tion of trans­port and hy­dro­gen. It is also bring­ing in­to the mix sec­tors that have not tra­di­tion­ally been fo­cused on en­ergy, such as in­dus­tri­al de­car­bon­isa­tion, ship­ping and min­ing for the nat­ur­al re­sources needed for the en­ergy trans­ition. In par­al­lel with this, there is a huge and grow­ing story around en­ergy trans­mis­sion and dis­tri­bu­tion. Elec­tri­city net­works will need to ex­pand massively to fa­cil­it­ate elec­tri­fic­a­tion and new tech­no­lo­gies. They are also be­com­ing smarter with the use of di­git­al tech­no­logy to op­tim­ise the way power is dis­trib­uted, traded and con­sumed. Fur­ther, new types of net­works may provide in­vest­ment op­por­tun­it­ies for those look­ing for stable long term as­sets, such as hy­dro­gen and car­bon net­works.Against this back­ground, tra­di­tion­al fossil fuel-based play­ers are de­car­bon­ising their op­er­a­tions. For the oil and gas ma­jors, this means ac­quir­ing or sig­ni­fic­antly en­han­cing their cap­ab­il­it­ies in re­new­ables, in­clud­ing wind, sol­ar and hy­dro­gen, while sim­ul­tan­eously di­vest­ing se­lec­ted car­bon-in­tens­ive as­sets in re­sponse to mount­ing ESG pres­sures. This may be one of the reas­ons why 50% of re­spond­ents in our study point to dis­tress-driv­en deals as a top sell-side driver.Change is en­dem­ic in the en­ergy sec­tor, but the cur­rent trans­ition makes the years since lib­er­al­isa­tion of en­ergy mar­kets in the late 1980s seem al­most steady-state in com­par­is­on. Des­pite the mo­mentum and push for cap­it­al to be in­ves­ted in the en­ergy trans­ition, there re­main obstacles, not least the lim­ited pipeline of good qual­ity in­vest­ment op­por­tun­it­ies, con­tinu­ing con­cerns over lock­downs and COV­ID-19 vari­ants, fin­an­cing dif­fi­culties arising from po­ten­tially un­stable long term rev­en­ue streams and di­min­ish­ing rates of re­turn. Not­with­stand­ing these chal­lenges, our study finds that en­ergy sec­tor M&A will in­creas­ingly be an en­gine driv­ing cap­it­al in­to pro­pos­i­tions that match so­cial and polit­ic­al am­bi­tions for the green trans­ition. Key find­ings  En­ergy re­mains a premi­um as­set class for most in­sti­tu­tion­al in­vestors, with its per­form­ance dur­ing the pan­dem­ic and im­petus from COP26 fur­ther en­han­cing its at­tract­ive­ness75% of en­ergy com­pan­ies are con­sid­er­ing an ac­quis­i­tion and/or di­vest­ment in 2022Along­side premi­um as­sets, in some sub­sect­ors there are un­der­val­ued tar­gets driv­ing buy-side activ­ity, with sellers shed­ding dis­tressed as­sets as the sec­tor shifts in re­sponse to the en­ergy trans­ition45% think COV­ID-19 will be a ma­jor M&A obstacle in 2022, but this re­mains a flu­id situ­ation that can change rap­idly
27/01/2022
Emer­ging Europe M&A Re­port 2021/2022
Fol­low­ing glob­al trends, the M&A mar­ket in emer­ging Europe surged in 2021— more money was spent on ac­quis­i­tions and in­vest­ments than in any of the pre­vi­ous sev­en years. After a re­l­at­ively poor show­ing in 2020, trans­ac­tion volume also bounced back to pre-pan­dem­ic levels. Not only did dir­ect ac­quis­i­tions and in­vest­ments fare well, but stock mar­ket list­ings also reached un­pre­ced­en­ted levels. Has the M&A mar­ket in emer­ging Europe scaled new heights?Wel­come to the 2021/22 edi­tion of the Emer­ging Europe re­port.