Tag: Crossborder
OFSI Steps Up: The Future of UK Sanctions Enforcement
In the past year, the UK Office of Financial Sanctions Implementation (OFSI) actively has focused on sanctions enforcement efforts, particularly with respect to Russia-related measures (Russia sanctions), including by increasing spending for enforcement resources and collaborating with international allies. To learn more about recent trends and expectations with respect to […]
As CFIUS Announces Significant Penalties, Companies and Investors Confront a Shift in CFIUS Filing Cost-Benefit Dynamics
On the heels of releasing its 2023 Annual Report to Congress, the Committee on Foreign Investment in the United States (CFIUS) publicly announced six new penalties on parties that failed to comply with CFIUS requirements in connection with cross-border transactions. The penalties range from $100,000 to a staggering $60 million fine for T-Mobile’s alleged […]
Cooley Publishes Updated CFIUS Overview Page
Cooley’s CFIUS team recently published an updated Committee on Foreign Investment in the United States overview page, which covers the introduction of “mandatory” CFIUS filing requirements by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The refreshed overview also summarizes the CFIUS regime generally – including a discussion of […]
Court of Justice Sets Lightning Rod for EU Foreign Direct Investment Screening
On 13 July 2023, the Court of Justice of the European Union (CJEU) handed down its first ruling on the European Union Foreign Direct Investment Screening Regulation, which entered into force in October 2020. In short, the CJEU clarified in Xella Magyarország that the regulation does not apply to acquisitions […]
EU’s Foreign Subsidies Check for M&A Deals Goes Live
The European Union’s new screening tool for third-country subsidies introduces a novel form of mergers & acquisitions scrutiny. Companies worldwide need to account for timing and execution risks arising from this system when M&A deals involve businesses with activities in the EU. The EU’s Foreign Subsidies Regulation (FSR) applies to deals agreed […]
Europe’s Top Court on Merger Review: No Deals Are ‘Off the Table’
The European Union’s top court recently confirmed that an M&A transaction that does not require mandatory pre-merger authorization may be investigated post-merger on suspicion that the transaction involved an ‘abuse’ of the acquirer’s ‘dominant position’. Per the ruling in the Towercast case, pre-merger authorization under the EU Merger Regulation (or […]
Life Sciences Reverse Mergers Go Global: Is it the Path for Your Company?
With the US initial public offering markets continuing to remain largely closed, and special purpose acquisition company combinations being costly and complex, there’s a new kid in town for foreign companies looking to go public in the US: reverse mergers. We’ve seen a material increase in reverse merger transactions – […]
Locking the Box in Private M&A Transactions – Myths and Facts
Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US, it is common to adjust the purchase price for cash, any excess or […]
Major Reforms Proposed for UK Merger Control: What Dealmakers Need to Know
On April 20, 2022, the UK government announced wide-ranging reforms to UK competition and consumer law policy, including significant threshold changes to the UK merger control regime. In particular, while the government aims to retain the UK’s voluntary and non-suspensory merger regime, the proposed reforms plan to expand the already extensive […]
Schemes of Arrangement: Dodgy Plots or Effective Ways to Purchase UK Companies?
1. What is a scheme of arrangement and when might you use it? While the word ‘scheme’ may give you pause, a scheme of arrangement is a well-trodden path to purchase UK companies via a court-approved process. A scheme of arrangement is the most common structure for acquiring a UK […]