5 November, 2016
Even our most sophisticated clients are sometimes surprised at the differences in rules and practices when doing public M&A transactions around the world. These differences only multiply and become more complex when a transaction involves multiple legal regimes.
As the premier global law firm, we have worked on an extensive number of public deals across borders and in many jurisdictions. We know that successfully executing complex and high profile transactions requires market knowledge, legal expertise and creativity, particularly in emerging markets.
The Global Public M&A Handbook draws on our unparalleled experience in all aspects of both domestic and cross-border transactional work, and is intended to provide an overview of the key legal considerations associated with public M&A transactions in 41 jurisdictions across the globe. Its focus is primarily on the practice of conducting a takeover of a publicly listed company with summaries of the general legal framework, takeover practices and tactics across different jurisdictions and general considerations associated with a public M&A transaction. The conduct of any transaction will depend upon certain unique factors but our hope is that our readers will find it to be a useful general educational and reference resource.
At the risk of overgeneralizing, we would like to share a few key suggestions for consideration by companies contemplating a public M&A deal. These issues seem to recur in almost every deal in one form or another, regardless of the jurisdiction, industry or deal specifics:
Don’t take unnecessary chances – Public M&A deals, particularly those with a cross-border element, are risky propositions. Maximize your chances for a timely and successful closing by adopting best practices in deal structuring and techniques.
Understand local requirements – The local laws and regulations that apply to your counterparty in the deal must be taken into account. Local regulators can have a disproportionate effect on a global deal and there can be an intricate interplay between the public M&A process and required approvals.
Assemble a trusted team – You will likely need a full team of experienced experts in whom you have confidence, including lawyers, accountants and bankers. On the legal side, ensure you not only know the corporate team but also the lead partners responsible for tax, employment, antitrust/competition, compliance/sanctions and any other areas that are especially important to your company.
Remember the end goal – The deal is typically not an end in itself but rather a means to achieve important business objectives. Thus, the deal does not really end at closing; instead, its true value comes from a smooth and efficient business integration. Working with your team of advisers, plan for this integration from Day One.
For more detailed and jurisdiction-specific tips, request a copy of the Global Public M&A Handbook by clicking here.
For further information, please contact:
Michael F. DeFranco, Partner, Baker & McKenzie