To better assist our clients in managing this new M&A landscape in the United States and Europe, our M&A Group has prepared an ongoing series of S&C Memos, Podcasts and Webinars that outline and explain important developments. Topics include the impact of the pandemic on shareholder activism and unsolicited offers, best practices for addressing and allocating risk in M&A deals, expected delays in regulatory merger reviews, and related developments with respect to corporate governance and financing.








Partner Contacts: Nicolas BourtinCatherine M. ClarkinJared M. FishmanJulia M. JordanMarc Treviño and Benjamin H. Weiner
 

RECENT CLIENT GUIDANCE


S&C Private Equity Lawyers Explain Investment Landscape in COVID-19 Environment

May 28, 2020 –
S&C private equity group co-heads Brian Hamilton and Rita-Anne O’Neill, together with associate Kelly Meric, authored an article for Financier Worldwide, “Private equity activity in the COVID-19 environment.” The authors explain that, despite the volatility that has accompanied the outbreak, financial sponsors and other private equity investors remain in active pursuit of investment opportunities.

Read Our Article

COVID-19 Crisis: European M&A Developments Q&A

May 15, 2020 – This Q&A publication provides answers to common questions in relation to the effects of COVID-19 on European M&A activity. This Q&A publication is based on the S&C Navigating the Covid-19 Crisis European webinar series held on April 28, 2020.  

Read Our Guide
 
S&C Critical Insights – New Treasury Rule Implements CFIUS Filing Fees

May 15, 2020 – In this episode of S&C’s Critical Insights podcast series, Eric Kadel and Chris Mann, co-managing partners of the Firm’s Foreign Investments and Trade Regulations practice, discuss the U.S. Department of the Treasury’s recent interim rule implementing filing fees for notices submitted to the Committee on Foreign Investment in the United States.

Listen to our Podcast

S&C Critical Insights – S&C Mergers & Acquisitions Leaders Discuss COVID-19 Impact on Dealmaking

May 12, 2020 – Sullivan & Cromwell partners Frank Aquila, Scott Miller and Rita-Anne O’Neill discuss the impact of the COVID-19 pandemic on dealmaking, both in the short and long term.

Watch our video

S&C Critical Insights – The Impacts of COVID-19 on U.K. M&A

April 27, 2020 – In this episode of S&C’s Critical Insights podcast series, London corporate partners Vanessa Blackmore, Jeremy Kutner and Ben Perry discuss the impact of the COVID-19 pandemic on M&A in the U.K. Vanessa, Jeremy and Ben explore some of the issues that are arising as a result of general economic and market conditions, the impact of COVID-19 on businesses that are being acquired and the responses by governments to COVID-19, and consider whether, and if so how, these may change
market practice.

Listen to Our Podcast
 
Week of April 13, 2020

April 14, 2020 – Germany to Adopt Increased Level of Scrutiny for Foreign Investments (Memo)

April 13, 2020 – COVID-19 Pandemic Impacts Previously Announced M&A Transactions  (Memo)
 
Week of April 6, 2020

April 9, 2020 – S&C Critical Insights – U.K. Corporate Financing Facility During Covid-19 (Podcast)

April 9, 2020 – S&C Critical Insights – Australian Legislative and Regulatory Developments During Covid-19 (Podcast)

April 9, 2020 – S&C Publishes M&A Hot Topics Quarterly Update – Q1 2020 (Update)

April 7, 2020 – U.K. Covid Corporate Financing Facility (Memo)
 
March 24, 2020
 – Rita O’Neill Participates in ABA Webinar on Evolving M&A Practices and Provisions in Response to COVID-19 (Webinar)

March 23, 2020 Global Head of M&A Frank Aquila Offers Insight on How Coronavirus Impacts Dealmaking (Press)

 

Week of March 16, 2020

March 20, 2020
 – S&C Critical Insights – COVID-19: What Dealmakers Need to Know (Podcast)

March 18, 2020
 – French Financial Markets Authority Announces Ban on Short Selling on All French Trading Venues (Memo)
 

Week of March 2, 2020

March 2, 2020 – Frank Aquila Talks to MarketWatch About Difficulties Triggering MAC Clauses in Era of Coronavirus (Press)
 

Antitrust

CMA Prohibits Merger That DOJ Tried – But Failed – To Block

April 14, 2020 – In an unusual turn of events, the CMA prohibited the Sabre/Farelogix merger only two days after a U.S. federal court rejected the DOJ’s attempt to block the transaction. The decision demonstrates the CMA’s willingness to take a bold stance even when reviewing a merger that lacks an obvious jurisdictional link to the UK, and in the face of a conflicting litigated outcome in a U.S. court. Sabre/Farelogix also serves as a stark reminder of the increased focus by antitrust regulators on the importance of innovation in the technology sector, and on the protection of “nascent competition”, as well as the practical impact of the antitrust conceptions of “two-sided markets” in the UK and in the U.S.

Read Our Memo
 
Week of April 6, 2020

April 10, 2020
 – EU State Aid: European Commission Expands COVID-19 State Aid Temporary Framework (Memo)
 

Week of March 30, 2020

March 30, 2020
 – M&A During the COVID-19 Crisis — European Commission Encourages Protection of Critical Assets by EU Member States (Memo)

March 19, 2020 U.S., European Merger Review Adapts to COVID-19 Crisis (Memo)

March 19, 2020 S&C Critical InsightsNew COVID-19 Guidelines Delay Merger Reviews (Podcast)

March 17, 2020 EU State Aid: Temporary Framework for EU State Aid in Response to COVID-19 Outbreak (Memo)


Corporate Governance

ISS Announces Policy Guidance on the Impact of the COVID-19 Pandemic

April 9, 2020  On April 8, 2020, Institutional Shareholder Services released guidance on how it intends to apply its Benchmark and Specialty Proxy Voting Policies in light of the COVID-19 pandemic. The guidance addresses how ISS will apply its policies on “virtual-only” meetings, compensation-related issues (particularly changes in metrics and related goals or targets as well as option repricing), poison pills and other defensive measures, and director attendance. In addition, the guidance discusses how ISS plans to apply the policies to meeting postponements, changes to boards of directors or senior management, dividends, share repurchases and capital raisings. ISS notes that, as additional issues arise because of COVID-19, it will continue to update this guidance or provide new information throughout the 2020 proxy season.

Read Our Memo
 
Week of April 6, 2020

April 6, 2020 Frank Aquila and Melissa Sawyer Author Corporate Secretary Article on Activism After the Pandemic (Article)

April 6, 2020 Melissa Sawyer Discusses Post-Pandemic Activism With Acuris (Article)

April 6, 2020 COVID-19 Risk Factor and Other Disclosure Considerations for Banking Institutions (Memo)

April 6, 2020 Considerations for Directors During COVID-19 (Podcast)
 
Week of March 30, 2020

April 3, 2020 California Governor Issues Executive Order Relating to Virtual-Only Shareholder Meeting Requirements for California Corporations (Memo)

April 2, 2020 Corporate Governance Considerations During the COVID-19 Pandemic (Memo)

April 1, 2020 Using Rights Plans To Preserve Net Operating Losses Under COVID-19 (Podcast)
 
March 31, 2020 – Frank Aquila and Melissa Sawyer Present PLI Briefing on Impact of the COVID-19 Pandemic on Current Shareholder Activism Environment (Webinar)