Latham.London

Insights and opinions on the latest legal, regulatory and market developments impacting international business

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Earnouts Are Rising Across Europe, But Can They Unlock COVID-19 Valuation Gaps?

September 21, 2020

Despite practical challenges, earnouts are a tool that PE buyers should increasingly consider to reconcile differences and get deals done. By Alexander Benedetti, Giancarlo D’Ambrosio, Sebastian Pauls, Laura Kichenside, Catherine Campbell, Tom Evans, and David Walker The use of earnouts, though historically disliked by PE buyers, is increasing across Europe. Earnouts can provide a way to bridge valuation gaps, a common need given frothy valuations pre-COVID-19, and a more frequently…

Latham.London

Healthcare AI Deals a Tonic for Private Equity Investors

By Latham & Watkins LLP

September 21, 2020

Healthcare artificial intelligence is a promising sector for PE investors that requires careful navigation, particularly given divergent regulatory approaches. By Jon Fox, Frances Stocks Allen, Catherine Campbell , Tom Evans, and David Walker PE funds invested more than US$14 billion in healthcare (including pharma) in 2019, up from US$3.5 billion in 2013, and interest is likely to grow further, given the global impact of COVID-19. In our view, the application of artificial intelligence (AI)…

Latham.London

Transacting With Troubled Companies – 3 Tips for PE Deal Teams Navigating Stressed, Distressed, and Insolvent Acquisitions

By Latham & Watkins LLP

September 21, 2020

Successfully executing an acquisition from stress, distress, or insolvency requires a creative approach to reconcile competing interests. By Simon Baskerville, Jack Isaacs, Hyo Joo Kim, Catherine Campbell , Tom Evans , and David Walker The COVID-19 pandemic has brought a heightened risk of financial difficulty and insolvency for companies. Whilst there have been relatively few formal insolvencies so far, in our view troubled businesses may be forced to pursue accelerated asset disposals, creating…

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PE Can Pursue PIPE Dreams

By Latham & Watkins LLP

September 21, 2020

European PIPEs — which have experienced an uptick due to COVID-19-related market volatility — present unique structural, informational, and governance considerations for private equity investors. By Richard Butterwick, Chris Horton, Tobias Larisch, Harald Selzner, Anna Ngo, Hector Sants, Catherine Campbell, Tom Evans, and David Walker European private investments in public equity (PIPEs) have historically been rare, particularly compared with the US. However, since the onset of the…

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So Say We All? Scope and Risks of Informal Shareholder Consent Clarified

By Latham & Watkins LLP

September 21, 2020

A recent Privy Council decision examines the extent to which formal shareholder resolutions may be bypassed by relying on the Duomatic principle. By Daniel Smith and Alanna Andrew The ability for shareholders to pass resolutions — or assent to a course of action — quickly and informally is a potentially useful tool at any time, and even more so in times of financial and business uncertainty. Shareholders may wish to ensure time-pressured deals or restructurings…

Latham.London

English Legal Advice Privilege Can Apply to Communications With Foreign Lawyers

By Latham & Watkins LLP

September 18, 2020

iStock_61214250_Board-Room_Urban-Skyline-350x323 (1)

High Court holds that English law legal advice privilege can extend to such communications regardless of whether or not the lawyers are in-house practitioners. By George Schurr In PJSC Tatneft v Gennady Bogolyubov & Ors.,[i] the English High Court held that legal advice privilege can apply to communications with foreign lawyers in certain circumstances. Specifically, privilege can extend to such communications if: The communications are between a client and its lawyers (whether or not they…

Latham.London

Law no. 120/2020 Converting Simplification Decree Facilitates Capital Increases by Italian Companies

By Latham & Watkins LLP

September 15, 2020

The Simplification Decree (Decreto Semplificazioni) follows and puts into effect the earlier attempt of the Italian cabinet to facilitate capital increases. By Antonio Coletti, Isabella Porchia, and Marta Negro Law no. 120/2020 converting Law Decree no. 76/2020 (Decreto Semplificazioni), which entered into force today (Law no. 120/2020), introduces certain measures (see Article 44) facilitating capital increases by Italian private and listed companies needing to raise equity financing and counter liquidity shortage due to…

Latham.London

EU Platform-to-Business Regulation Enters Into Force

By Latham & Watkins LLP

July 29, 2020

European union flag against parliament in Brussels, Belgium

The regulation is part of the EU Digital Single Market strategy to harmonise digital rights. By Deborah J. Kirk, Elva Cullen, and Grace E. Erskine From 12 July 2020, the EU’s Platform-to-Business Regulation 2019/1150 (P2B Regulation) promoting fairness and transparency for business users of online intermediation services applies. The P2B Regulation, which entered into force in June 2019, came about in response to complaints from SMEs regarding unfair practices and lack of transparency…

Latham.London

UK Supreme Court Narrows Scope of “Reflective Loss” Principle

By Latham & Watkins LLP

July 21, 2020

The decision overturns a series of cases deemed to have over-expanded a principle preventing shareholders from claiming against third parties for falls in a company’s value. By Oliver Middleton and Thomas F. Lane On 15 July 2020, the UK Supreme Court unanimously overturned a Court of Appeal decision that had barred a creditor of companies owned and directed by an individual from bringing tort claims against him for allegedly asset-stripping the companies in order to…

Latham.London

CMA COVID-19 Update: Recent Measures to Protect Consumers

By Latham & Watkins LLP

July 14, 2020

The CMA’s efforts include investigations into the package holiday and hand sanitizer industries. By John D. Colahan and Anuj Ghai CMA announces package holiday sector investigation On 10 July, the CMA announced that it was investigating suspected breaches of consumer protection law in the package holiday sector. The investigation was launched on the back of work carried out by the CMA’s COVID-19 Taskforce. As noted in previous updates (see here), the Taskforce received a…

Latham.London

Insights and opinions on the latest legal, regulatory and market developments impacting international business

Earnouts Are Rising Across Europe, But Can They Unlock COVID-19 Valuation Gaps?

Healthcare AI Deals a Tonic for Private Equity Investors

Transacting With Troubled Companies – 3 Tips for PE Deal Teams Navigating Stressed, Distressed, and Insolvent Acquisitions

PE Can Pursue PIPE Dreams

So Say We All? Scope and Risks of Informal Shareholder Consent Clarified

English Legal Advice Privilege Can Apply to Communications With Foreign Lawyers

Law no. 120/2020 Converting Simplification Decree Facilitates Capital Increases by Italian Companies

EU Platform-to-Business Regulation Enters Into Force

UK Supreme Court Narrows Scope of “Reflective Loss” Principle

CMA COVID-19 Update: Recent Measures to Protect Consumers

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