Publications for Corporate and M&A Law Committee
Romania’s M&A market in Q1 2026: continued growth in a new corporate and regulatory landscape
Romania’s M&A market posted record-breaking results in Q1 2026, yet a sweeping legislative overhaul adopted in late 2025 has introduced new compliance layers, from tax authority gatekeeping on share transfers to reinstated capital requirements and tightened balance sheet controls, which fundamentally alter deal mechanics for the country’s most common corporate vehicle, the limited liability company. This article examines the current paradox of a thriving dealmaking environment and the need to navigate increasingly complex regulatory terrain.
Released on Jun 21, 2026
Sri Lanka’s beneficial ownership regime and its impact on M&A transactions
This article examines Sri Lanka’s evolving beneficial ownership regime under the Companies (Amendment) Act, No. 12 of 2025 and the customer due diligence framework established by the Financial Transactions Reporting Act, No 6 of 2006. It explores the key disclosure requirements, the relevant anti-money laundering/counter-terrorist financing compliance obligations in Sri Lanka and the impact of the new beneficial ownership framework on M&A transactions, foreign investment and corporate structuring.
Released on Jun 21, 2026
PN 3/2020 reimagined: structuring India investments from a Singapore perspective
This article examines India’s updated foreign investment framework under PN 2/2026 and its impact on cross-border investments, particularly those routed through Singapore structures. It highlights key considerations for in-house counsel, including beneficial ownership thresholds, control rights, aggregation risks and enhanced reporting obligations, all of which have direct implications for deal structuring and regulatory compliance. The piece also provides practical guidance on mitigating execution risk through early-stage diligence, governance calibration and the use of ring-fencing strategies, especially for investments from Singapore.
Released on Jun 21, 2026
Revision of the Equity Guidelines by the Securities Commission Malaysia: a deliberate shift towards quality, sustainability and market integrity
The recent revision of the Equity Guidelines by the Securities Commission Malaysia represents a significant shift towards enhancing the quality, sustainability and integrity of Malaysia’s capital markets. The amendments place greater emphasis on sustainable earnings, positive operating cash flow, strong governance, audit quality and operational resilience. By raising listing standards and strengthening regulatory oversight, the reforms seek to ensure that companies accessing public markets are financially sound, well governed and capable of delivering long-term value to investors.
Released on Jun 21, 2026
Challenges facing M&A transactions in North Macedonia: regulatory, competition and market considerations
As North Macedonia progressively aligns its legal framework with EU standards, mergers and acquisitions (M&A) transactions are becoming increasingly sophisticated despite persistent challenges in regard to market transparency and regulatory complexity. This article explores the legal and practical considerations essential for successful deal-making, offering a roadmap for managing regulatory compliance and valuation gaps in this developing market.
Released on Jun 21, 2026
Canada’s critical minerals M&A boom: a West Coast perspective
Canada’s critical minerals mergers and acquisitions (M&A) boom is being driven not only by mega deals, but also by Vancouver’s venture-stage mining finance ecosystem, where TSXV-listed juniors, specialist advisers and resource-focused capital markets support exploration-stage consolidation and strategic investment. This article outlines the key policy, regulatory and deal-structuring issues for international practitioners advising on West Coast Canadian critical minerals transactions, including plans of arrangement, private placements, royalties and streams, foreign investment review, exchange approvals and Indigenous consultation.
Released on Jun 21, 2026
Share sale versus share buyback and subscription in South African private M&A
In South African private mergers and acquisitions (M&A), a purchaser can acquire economic control of a target company either by purchasing the seller’s shares directly or by way of a share buyback by the target company, coupled with a simultaneous subscription for new shares by the purchaser. The commercial result may look similar, but the tax result is materially different. This article compares the two structures from the perspective of the purchaser, the seller and the target company, with reference to capital gains tax, dividends tax, securities transfer tax and contributed tax capital, as well as the solvency and liquidity requirements of the Companies Act. It considers when the buyback and subscription route may be more tax efficient, particularly where the seller is a South African company entitled to a dividends tax exemption, and flags the anti-dividend-stripping rules in Section 22B of the Income Tax Act and paragraph 43A of the Eighth Schedule, which may neutralise the intended benefit. The article concludes that the appropriate structure should be selected only after modelling the nature of the seller, the available contributed tax capital and the dividend stripping exposure based on the facts of each transaction.
Released on Jun 21, 2026
Who reads the report? Board oversight, retail Investors and the case for accessible annual reporting in Nigeria
As social media fuels a surge in millennial and Gen Z shareholders in public companies in Nigeria, boards must treat annual reports as essential investor tools, not compliance exercises. This article examines how Chartered Governance Institute UK and Ireland (CGI UK) principles and local governance codes can guide boards in delivering accurate, accessible and plain-language disclosures that match the reality of today’s retail investor base.
Released on Jun 21, 2026
Warranty and indemnity insurance in Poland and Central and Eastern Europe: adoption, challenges and structural implications
Warranty and indemnity (W&I) insurance has become an established feature of private equity-driven M&A transactions in Poland, yet its adoption across the broader mid-market and the wider Central and Eastern Europe (CEE) region remains uneven. This article draws on current market data and practitioner commentary to examine the trajectory of W&I adoption in Poland and CEE, the persistent divide between private equity and mid-market transactions, region-specific underwriting challenges and the structural impact of W&I on liability frameworks in share purchase agreements.
Released on Jun 21, 2026
The rise of continuation funds and secondary transactions in Latin America
The secondary market for private equity interests has experienced unprecedented growth globally, with continuation funds emerging as a preferred liquidity tool for general partners (GP) seeking to retain high-performing assets beyond traditional fund timelines. This article provides M&A counsel with a practical framework for advising on GP-led secondary transactions in Latin America, particularly Chile, Colombia and Peru, addressing the unique regulatory landscape under Chile’s Law No. 20,712 (Ley Única de Fondos), the structural complexities of combining onshore vehicles with offshore special purpose vehicles (SPVs), the role of Chilean pension fund administrators (AFPs) as drivers of secondary liquidity under DL 3,500 and the Central Bank’s Chapter III.F.4 investment regime, as well as the critical negotiation points that arise when adapting Anglo Saxon market standards to civil law jurisdictions, including emerging trends, such as the inverted J-curve phenomenon, direct secondary acquisitions by institutional investors and the convergence of private credit with secondary markets.
Released on Jun 21, 2026
The dubious case of term sheet enforceability
Term sheets lay the groundwork for all mergers and acquisitions (M&A) transactions by capturing the principal commercial understanding of the parties pending the execution of definitive agreements. Despite its pivotal role, the legal validity of a term sheet is often probed, due to selective provisions being specified as binding. The OYO v. Zostel dispute stands as an exemplary case study on the principles governing the enforceability of term sheets. Drawing lessons from the dispute, this article offers practical insights to reduce uncertainty and mitigate transaction risk when drafting term sheets.
Released on Jun 21, 2026
M&A in a regulated environment: navigating Swiss sectoral controls, foreign investment scrutiny and transaction execution
Switzerland remains among the most active and sophisticated European jurisdictions for mergers and acquisitions (M&A) in regulated industries. Legal certainty, an independent and technically competent supervisory architecture and an open economy continue to attract both strategic and financial investors. Yet the regulatory environment has tightened materially over the past decade: financial market supervision has been recalibrated after the Credit Suisse resolution; merger control is moving towards a significant impediment to effective competition (SIEC)-based substantive test; an investment-screening regime targeting state-controlled foreign acquirers has been adopted; and sectoral regulators in healthcare, energy, telecommunications and data have extended their reach into transaction execution. This article offers international counsel a practitioner-oriented map of the framework governing Swiss regulated M&A, which includes transaction law; merger control; foreign investment review; sectoral regimes; execution mechanics; environmental, social and governance (ESG); recurring pitfalls; and the future outlook.
Released on Jun 21, 2026
Recent corporate law developments in Malta: a venture capital perspective
This article examines recent corporate law developments in Malta through a venture capital lens, situating them within broader European Union-level initiatives, such as the proposed EU Inc regime. It explores the introduction of new corporate forms, including youth enterprises and sports private limited liability companies, alongside ongoing reforms to existing structures and developments to the fund regulatory framework. The article considers how these measures interact with Malta’s evolving startup ecosystem and assesses their practical relevance for venture capital investors, particularly in the context of cross-border structuring and scaling. While these reforms reflect a broader push towards enhancing the country’s competitiveness and attracting founders, their long-term effectiveness will depend on their ability to align with market expectations and facilitate efficient capital raising.
Released on Jun 21, 2026
Stock sale versus asset sale in M&A transactions
This article examines the two primary structures for M&A transactions, stock purchases and asset purchases, analysing the legal, practical and tax considerations that guide parties in choosing the most appropriate deal structure. By comparing the advantages and disadvantages of each approach, it provides a practical framework for lawyers and business professionals navigating the structuring phase of a transaction.
Released on Jun 21, 2026
March 2026 updates to Romania’s FDI screening regime: more clarity and simplification
Romania’s foreign direct investment (FDI) screening regime has been further refined through Emergency Government Ordinance No 17/2026, introducing measures aimed at enhancing legal clarity, strengthening national security safeguards and aligning the national framework with the EU cooperation mechanism established under Regulation (EU) 2019/452. The amendments expand the scope of review to include asset acquisitions in sensitive sectors, increase the notification threshold and introduce procedural simplifications such as shorter review timelines and full digitalisation of the filing process. By clarifying the interaction between FDI screening and merger control, and introducing targeted exemptions for certain intra-group restructurings, the revised framework seeks to reduce administrative burden while improving predictability for investors and authorities alike.
Released on Mar 20, 2026
The M&A technology landscape in Turkey
This article examines the M&A technology landscape in Turkey, analysing record transaction volumes in 2025, the regulatory framework governing merger control and sector-specific approvals, and critical due diligence considerations. It provides a practical guide for domestic and cross-border transactions in the Turkish technology, media and telecommunication sector.
Released on Mar 13, 2026
Venezuela’s new opening: buying low in a supervised transition
Venezuela is entering an extraordinary, tightly managed second opening. President Nicolás Maduro’s capture and imprisonment in the United States on 3 January 2026, and the swift transfer of power to interim president Delcy Rodríguez, have created a transition in which politics, law and investment are all being reshaped under explicit US supervision.
Released on Mar 13, 2026
Understanding purchase price mechanisms: earn-outs and deferred consideration
Earn-outs and deferred consideration are widely used mechanisms to bridge valuation gaps in M&A transactions, but they often give rise to disputes if not carefully structured. This article examines the practical, legal and behavioural risks associated with earn-outs; it also explains how precise drafting and balanced incentives can help align buyer and seller expectations post-closing.
Released on Mar 13, 2026
The impact of AI on M&A transactions: opportunities, risks and emerging market practices
This article examines the impact of artificial intelligence on M&A transactions across the full deal cycle, identifying the principal opportunities – including enhanced due diligence, accelerated document drafting and improved deal analytics – alongside the material risks arising from its adoption, notably accuracy concerns, professional de-skilling and the homogenisation of market behaviour. It further considers emerging market practices and governance frameworks being developed to ensure the responsible integration of AI into legal practice.
Released on Mar 13, 2026
Switzerland’s first FDI screening framework: what M&A practitioners need to know
In December 2025, the Swiss Parliament adopted the Federal Act on the Screening of Foreign Investments (ISA), introducing a targeted approval requirement for certain acquisitions by foreign state-controlled investors in sensitive sectors. While deliberately narrow in scope, the ISA adds a distinct regulatory consideration for cross-border M&A transactions involving Swiss targets.
Released on Mar 13, 2026
The end of treaty shopping? How India’s Tiger Global judgment is reshaping PE and VC exit structures
The Supreme Court of India’s (Supreme Court) judgment in Tiger Global marks a significant development in the taxation of cross-border private equity (PE) and venture capital (VC) exits. Traditionally, PE and VC investors structured India-bound investments through intermediary holding companies set up in tax-friendly jurisdictions. These structures were widely accepted under earlier jurisprudence and provided meaningful certainty for international tax planning. Tiger Global departs from this tradition in important respects.
Released on Mar 13, 2026
Romania’s FDI screening regime - from security filter to strategic deal consideration
Romania’s FDI screening regime has evolved from a narrow national security safeguard into a central strategic consideration in transaction planning, due to its broad scope, low thresholds and assertive enforcement. With applicability extending to EU and domestic investors, and significant sanctions for non-compliance, FDI analysis has become a critical component of deal structuring and risk management.
Released on Mar 12, 2026
Navigating LLC exits in Ukraine - the right of withdrawal and its practical implications
The right to withdraw (exit) from a Ukrainian LLC is a nuanced legal instrument that simultaneously safeguards minority participants (shareholders) and preserves business continuity. This article offers a practical overview of the statutory thresholds governing withdrawal from an LLC, the procedural mechanics of an exit, available solutions for resolving 50:50 deadlocks, and the principles applicable to determining the fair market value of a participant’s share.
Released on Mar 12, 2026
Key risks and considerations in M&A transactions in Indonesia
Investors in M&A transactions in Indonesia should be mindful of key considerations that require close monitoring. In practice, M&A deals are risky due to regulatory and compliance requirements, particularly when they affect the licensing, reporting, corporate governance and control structure of target companies. This article aims to assist business actors in identifying the key risks in M&A transactions and understanding the practical implications across the transaction lifecycle.
Released on Mar 12, 2026
Beyond limited liability - the corporate veil in Mexican law and its challenges
This article examines the evolving role of the corporate veil in Mexican law, arguing that while limited liability remains the rule, its protection increasingly depends on sustained operational coherence rather than formal compliance alone. It contends that effective corporate shielding is built through institutional discipline and genuine business practices over time.
Released on Mar 12, 2026
Cross-border joint ventures in a multipolar world: recalibrating globalisation through partnership
In an increasingly multipolar and strategically fragmented global economy, cross-border joint ventures have reemerged as a primary vehicle for international expansion. Far from being second-best alternatives to acquisitions, they operate as deliberate structures for managing geopolitical risk, regulatory divergence and regional economic realignment.
Released on Mar 12, 2026
Five critical remarks about Hungary’s FDI screening regime
This article outlines five peculiarities of Hungary’s widely discussed FDI screening regimes as experienced in Hungarian M&A practice.
Released on Mar 12, 2026
Double exposure: navigating CFIUS and HIPAA compliance in an era of foreign investment in health data
Tension between CFIUS and HIPAA compliance requirements may present an obstacle for healthcare M&A. Specifically, requirements concerning sensitive health data under each regulatory framework are incompatible in practice, thereby heightening compliance risks for private equity-backed healthcare deals.
Released on Mar 12, 2026
The use of incentive plans and compensation schemes in Portugal
The main purpose of this article is to provide a brief overview of how incentive plans and compensation schemes targeted at employees, key service providers and management teams have been shaped recently in Portugal, considering the lack of strong legal regulation (at least for unlisted companies), which has led to the increased use of hybrid products, often imported from other jurisdictions. We aim at providing insights on some of the most commonly adopted structures, the pros and cons and the rationale underlying the selection of different types of remuneration tools.
Released on Jan 29, 2026
Interview with Ambassador David MacNaughton on diplomacy, dealmaking and the rule of law
At the Corporate and M&A Law Committee reception and dinner at the Art Gallery of Ontario, Ambassador David MacNaughton was interviewed by Committee Co-Chairs Nicola Charlston and Bertrand Cardi. He offered pragmatic reflections on diplomacy and negotiation in an era of heightened geopolitical complexity.
Released on Dec 1, 2025