transcript   Transcript

Challenges in Structuring Cross Border M&A Transactions in Light of Uncertainties Resulting from Brexit

Recorded on: Jan. 23, 2017
Running Time: 01:14:19

Full Transcript:

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Taken from the Web Program Sixteenth Annual Institute on Securities Regulation in Europe: Practical Implications of U.S. Law on EU Practice recorded January, 2017 in London.

Challenges in Structuring Cross Border M&A Transactions in Light of Uncertainties Resulting from Brexit [01:14:19]

1. Brexit-related factors that will impact on M&A in 2017-8 (and beyond?)

  • Development by UK and EU governments of respective Article 50 negotiating positions
  • Potential broader economic impacts (longer term changes in exchange rates and possible impact on investment and consumer activity and economic growth)
  • Initial development of new framework for ongoing relationship between UK and EU during Article 50 negotiations
  • Businesses starting to reshape their operations to respond to the above - in particular financial services as extent of single market access (if any), and restrictions on free movement of persons, become known
  • Emergence of M&A and restructuring opportunities in particular sectors as economic impact becomes clearer
  • Need to deal with unknowns for long term commercial relationships (eg possible changes to the rules on governing law, choice of forum, insolvency, IP and tax)

2. The possible post-Brexit landscape and its impact on M&A

  • Extent of changes in areas where EU legislation currently in effect in UK: company law, takeover regulation, capital markets, financial services, IP, data protection, competition, employment, tax
  • Decision the same in each case: retain as is, amend, or repeal
  • Evolution of deal terms, and amendment or renegotiation of long term commercial relationships, to reflect these changes
  • Will there need to be transitional rules for a period?
  • New UK trading relationships with (i) EU and (ii) rest of world
  • New financial services regulatory regime
  • Others, as yet unknown

Moderator: Richard A. Pollack, Pranav L. Trivedi
Speakers: Matthew Blows, Ton Schutte

The purchase price of this segment includes the following article from the Course Handbook available online:

  • Brexit Essentials: The Legal and Business Implications of the UK Leaving the EU (March 2016)
    Nilufer von Bismarck
  • “Brexit”—Vote by the UK to Leave the EU (June 24, 2016)
    Richard A. Pollack
  • Assessing the Impact of Brexit on UK and European M&A (PowerPoint slides)
    Scott V. Simpson
  • Brexit: High Court Rules that the UK Government Cannot Notify the UK’s Withdrawal From the EU Without the Prior Approval of Parliament
    Richard A. Pollack, Scott V. Simpson
Matthew Blows ~ Macfarlanes LLP
Richard A Pollack ~ Sullivan & Cromwell LLP
Ton Schutte ~ De Brauw Blackstone Westbroek
Pranav L Trivedi ~ Skadden, Arps, Slate, Meagher & Flom (UK) LLP
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