M&A monitor Q1 2022: Special report - What European buyers need to know about US deals
Our latest M&A monitor leads with a special report on our inaugural Freshfields M&A forum. Held on 9 March, the event explored the key considerations for European buyers doing deals in the US and was hosted by London M&A Partner Julian Long alongside other key members of Freshfields’ US and UK teams: Damien Zoubek, co-head of Freshfields’ US Corporate and M&A practice (New York); Corporate and M&A partner Sebastian Fain (New York); People & Reward partners Lori Goodman (New York) and Alice Greenwell (London); and Antitrust, Competition and Trade partners Aimen Mir (CFIUS) and Meghan Rissmiller (Merger Investigations, both Washington, DC).
The forum was split into two sessions, with the first explaining how to get a US target board to signing. Here the team discussed a range of issues including the critical directors’ duties under Delaware law and how they influence the deal process; whether it’s possible to negotiate exclusivity in US M&A; managing the role of activists and other institutional shareholders; potential landmines in US IP agreements; and how to approach management and employee retention.
Session 2 focused on the period between signing and closing, including the challenges of navigating the Committee on Foreign Investment in the United States (CFIUS); the changing US antitrust landscape; how deal agreements are adapting to mitigate enhanced regulatory risk; issues relating to employee equity awards and shareholder approvals; and the evolution of US deal protections. To read the report, click here.
Alongside the latest quarterly deal data, we also take a look at the growth of SPACs in Asia, with both the Singapore and Hong Kong stock markets welcoming their first SPAC listings since the start of the year.
