Sydney, Australia

Debt-funded M&A deals Down Under

By Steven Humphries and Trent Le Breto, Walter Baden

Australian law only permits a company to financially assist the acquisition of its own (or a parent’s) shares if approved by its shareholders, or if the company’s board determines it does not materially prejudice the company, its shareholders, or creditors (which directors are often reluctant to do).

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How is the French M&A market doing in the post-Covid period?

By Carole Hong Tran, FIDAG SARL

The first lockdown in March 2020 due to Covid-19 abruptly slowed down the French M&A market. Since the second quarter of 2021, the market trend has been dynamic for mega deals and private equity. The sharp increase in the number of mergers and acquisitions can be explained by a catch up on pending or abandoned deals and by the rebounding global market.

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What makes a successful culture in the Organization and how to retain talent

By Hana Glanville, Regent Assay Limited

Culture is often overlooked within an organization but it never has been more important to focus on the softer non quantifyable elements of an organization than in the “new post pandemic” world. Organizations have traditionally been cited for being “great places to work” or “having a strong identity” but what does this really mean. How can you ensure your workplace will retain talent when the employee is now looking for more than a salary. Evermore leaders need to ensure they build a positive culture to retain and nurture talent.

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Moscow, Russia

Convertible loans as a new instrument in Russian law  

By Nadezhda Minina, Nektorov, Saveliev & Partners

A convertible loan is a popular way of financing companies in multiple jurisdictions. Its essence lies in the right of the lender, upon the occurrence of certain conditions, to receive shares of the borrower instead of a repayment of the loan.

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Five phases of a transaction from the seller’s perspective

By Michael N. Mercurio, Offit Kurman

The M&A marketplace is hot! Why? There are many reasons including the current low tax environment, abundant access to capital, low interest rates, and many buyers looking to deploy their capital. For most sellers, the sale of their business is their largest financial transaction. A good understanding of the sales process is paramount.

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Virtual work

Digitisation of M & A deal processes – the future or merely a temporary change?

By Robert Thompson, Ward Hadaway LLP

Prior to the Covid pandemic, dealmaking processes had been gently evolving in line with improvements in technology, but a significant part of the process still relied on people reviewing and exchanging actual paperwork, conducting inperson meetings (often with a fair bit of travel involved) whether for presentations, negotiations, due diligence, or actual closings, and also on significant printing and scanning of legal documents. Virtual data rooms (VDRs), while gaining in popularity, were still in their infancy in terms of functionality and sophistication.

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Reggio Emilia, Italy

Personal Data Processing in the Acquisition of a Company

By Gabriele Borghi, Baldi & Partners Avvocati e Commercialisti

The attention to national and EU data-protection legislation has currently become increasingly (and incessantly) relevant in the evaluation process of a corporate acquisition transaction, since it is aimed at eliminating – or rather, reducing – the risk for the potential purchaser to be subject to the application, by the competent Supervisory Authority, of considerable administrative sanctions under art. 83 of the GDPR, or to run into considerable management (and advisory) expenses in order to adapt the newly acquired company to the aforementioned legislation: therefore, the execution, during the due diligence process, of a thorough investigation of the adequacy of the so-called target company, is of crucial importance.

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