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Losing the ‘one-stop-shop’: the real cost of a dual UK/EU merger process post-Brexit

With only a matter of months left before the UK officially leaves the EU, the Government is no clearer as to what a deal (if indeed there is one) will look like.  Meanwhile businesses across the country remain largely in the dark as to what Brexit will mean in practice.  This is particularly problematic for companies planning their corporate M&A strategy.  The statistics suggest that Brexit has not resulted in the expected downturn in merger activity.  However, if the UK is no longer a member of the European Economic Area (EEA), then there will be no ‘one stop shop’ for mergers at the EU level and a separate review may need to be carried out by the UK Competition and Markets Authority (CMA).  This means merger notification may be required to both the European Commission (Commission) and the CMA.  Although the UK regime is voluntary, notification is advisable if competition issues are likely to arise.  This will result in a significant increase in transaction costs, time and administration for UK companies faced with an additional merger filing.  There is also potential uncertainty as UK companies face possibly divergent or inconsistent decisions.

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Since late August 2018, against a backdrop of growing concern over the prospects for the Brexit negotiations as the clock ticks down, the UK has published batches of ‘Technical Notices’₁ on the steps it is taking, and what steps organisations and individuals should consider taking, to prepare for the possibility of a ‘no deal’ Brexit. This article assesses the risk of ‘no deal’, when it will be clear whether it will materialise and what steps companies should consider taking to prepare. [Continue Reading]

Clifford Chance’s Claire Freeman, Philip Hill and Jeremy Kosky consider key issues when dealing with claims against directors, including tips for
in-house counsel before and after litigation arises.

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The asymmetric approach

King Pyrrhus of Epirus famously said: ‘If we are victorious in one more battle with the Romans, we shall be utterly ruined.’ He was talking in 279 BC about the large number of soldiers he had lost in the battle of Asculum, but today he could just as easily have been referring to the high cost of litigation, or the pitfalls of winning the legal battle inside the courtroom at the expense of losing the communications war outside it.

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Technology is at the heart of the legal sector’s current, well-publicised drive for innovation. With the demands placed on in-house legal teams increasing, and legal budgets trending downwards, the pressure on outside counsel to provide genuine value to their corporate clients has never been greater. GCs are rightly challenging firms in pitches, panel reviews and on an ongoing basis to demonstrate how they will provide that value. While in the past firms might have been able to pay lip-service to innovation, today, demonstrating efficiency through smarter ways of working and optimising resources is critical in winning and retaining clients, while also allowing firms to maintain profitability. [Continue Reading]

After the landmark decision by a Chinese court finding reciprocity between China and the US, and recognising and enforcing a US judgment for the first time, there have been heated discussions on whether this case signals a genuine broader trend towards recognition and enforcement of foreign judgments in China. The term ‘foreign judgments’ does not include foreign divorce judgments, which are generally enforceable subject to certain limited exceptions. Also for the purpose of this article, the term ‘China’ does not include the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan. [Continue Reading]

For a number of decades, The Bahamas has been one of a number of select jurisdictions utilised by high net worth individuals to manage their wealth. In prior times, terms such as tax evasion, and banking secrecy were, in some cases, attached to such practices. As such, these terms became increasingly stigmatic. More euphemistic terms now prevail, such as wealth planning and banking confidentiality. Regardless of the terms, the basic principle which arises, generally at common law and which is enshrined in our local constitution and banking legislation, is that individuals have a right to privacy in relation to their property and banking affairs. While this right to banking confidentiality was once virtually absolute, leading countless numbers of foreign persons to set up bank accounts, form international business companies and trust instruments in The Bahamas, the world has evolved in ways which now challenge the sustainability of the concept. While there have long been mechanisms to obtain banking information such as: letters of request pursuant to the Evidence (Proceedings in Other Jurisdictions) Act 2000, various injunctive relief obtained by a plaintiff, and Norwich Pharmacal orders; an interesting challenge has evolved in the context of mutual legal assistance treaties (MLAT) and the incorporation into local law of various multinational treaties and conventions (convention legislation). [Continue Reading]

When companies face financial difficulties in Mexico, our legislation provides a formal procedure known as concurso mercantil (insolvency) to restructure its finances and provide legal security to their creditors. This procedure is divided into two phases: i) conciliation and ii) bankruptcy or liquidation. The purpose of the conciliation phase is to achieve the continuation of the company, that is, to allow the company to restructure through an agreement with its creditors; whereas the purpose of the liquidation phase is to sell all the assets to try to pay all the recognised creditors, once the conciliation phase failed. [Continue Reading]