Publications for Corporate and M&A Law Committee
Perspectives on the reform proposed to the Brazilian Civil Code for corporate law
In 2025, the Brazilian Congress initiated formal discussions on a bill to substantially amend the Brazilian Civil Code. Among the various topics under consideration are significant changes to Brazilian corporate law. This article provides an overview of the proposed modifications, with a particular focus on their potential impact on foreign companies seeking to invest in Brazil.
Released on May 23, 2025
Material adverse change clauses in M&A: the risks of USMCA renegotiation and tariff uncertainty
This article examines the enforceability of Material Adverse Change (MAC) clauses in scenarios involving tariffs or sudden treaty changes, analysing how courts in the United States and Mexico might assess such enforceability claims under their respective legal systems.
Released on May 23, 2025
Indonesia legal insights: merger filing procedures and requirements in Indonesia in accordance with competition law
Monopolistic practices and/or unfair business competition are subject to heavy scrutiny by the Indonesian Government, especially in the context of transactions involving Mergers and Acquisitions (‘M&A’) where there is a risk that the combined company could result in monopolistic business practice taking place. The Indonesian government has imposed a requirement for companies conducting merger, consolidation or acquisition transactions to file reports of these activities through merger filing to the Business Competition Supervisory Commission (Komisi Pengawas Persaingan Usaha or ‘KPPU’) for approval. This article aims to outline the applicable criteria that require certain transactions to be subject to merger filing, as well as the relevant procedures to be abided by when conducting merger filing.
Released on May 23, 2025
The use of irrevocable PoAs in Ukraine: practical considerations
Ukrainian law permits the use of irrevocable powers of attorney (PoAs). These are governed by the Civil Code of Ukraine as well as the Law of Ukraine On Joint Stock Companies and the Law of Ukraine On Limited Liability Companies and Additional Liability Companies, as applicable. While irrevocable PoAs are allowed in the context of both limited liability companies (LLCs) and joint stock companies, this article focuses on their use in LLC structures, as these represent the most common corporate vehicle for such arrangements in practice.
Released on May 22, 2025
Why your due diligence checklist may not work in Mexico
This article delves into the risks that arise heading into closing, which commonly create a no-deal situation. It will walk readers through the most important aspects to have in mind and share practical strategies to build a due diligence checklist that actually works in Mexico – keeping the reader informed, compliant and on track to close on time.
Released on May 19, 2025
Material contract warranties in M&A in India: a shield and a sword
In the intricate dance of mergers and acquisitions (M&A), material contract warranties serve as both a shield and a sword for buyers and sellers. They offer buyers a degree of security about the target company's operational and financial health, while simultaneously protecting sellers from potential future liabilities. Understanding the nuances of these warranties is crucial for navigating the complex landscape of M&A transactions.
Released on May 19, 2025
Relevant tax issues regarding M&A operations
This article examines the critical tax issues that arise in M&A transactions. It begins by outlining the inherent complexities of the tax system, including frequent legislative changes and interpretative discrepancies. Emphasising a preventive approach, the paper highlights the importance of early tax planning to avoid unexpected burdens and penalties, particularly given the high combined rates applicable to legal entities. Key topics include the accounting revaluation process, the treatment of goodwill and gains from bargain purchases, and the implications of deferred payments or contingent considerations. The discussion further covers strategies to optimise tax outcomes through careful negotiation of contractual clauses like indemnification and escrow arrangements. Finally, the article addresses the tax challenges associated with post-closing integration, offering guidance on managing supply chain consolidation, cross-border operations, and system integration issues.
Released on May 19, 2025
Balancing sovereignty and innovation - the Doliprane deal controversy
A controversial proposed transaction in the pharma sector in France has raised questions about how to balance openness to foreign investment with the protection of national interests.
Released on Nov 6, 2024
Sandbagging in merger and acquisition transactions in India: uncovering the legal landscape
This article explores the relevance of sandbagging in M&A transactions, highlighting the implications for buyers and sellers when adopting a pro-sandbagging or anti-sandbagging approach. It examines the significance of buyer knowledge, the doctrine of caveat emptor and Indian judicial precedents, while framing the sandbagging clause. Additionally, this article advocates for clearly defined sandbagging provisions in contracts to mitigate potential disputes and ensure fair negotiations between the relevant parties.
Released on Nov 6, 2024
Family foundation: a new legal concept in Poland in the context of M&A transactions
The concept of the family foundation was introduced into Polish law based on the Family Foundations Act (FFA) of 22 May 2023. The concept of family foundation has been introduced as a new legal entity, which aims to manage property and assets in accordance with the founder’s intentions and plans, as well as providing the beneficiaries, who are often the founder’s closest family members, with benefits related to the foundation’s funds.
Released on Sep 9, 2024
Healthcare and life sciences M&A (2024)
The healthcare/life sciences sector is one of the most active for mergers and acquisitions (M&A). Panellists discussed a variety of related topics, including strategic drivers; where the opportunities and risks lie; regulatory trends; and practical aspects of getting healthcare deals done.
Released on Sep 9, 2024
Geopolitics, competition policy and M&A (2024)
This panel discussion focused on the intersections between geopolitics, competition policy and foreign direct investment, emphasising the impact of generational shifts on these fields.
Released on Aug 29, 2024
Global M&A hot topics (2024)
This IBA panel discussion on global mergers and acquisitions (M&A) hot topics involved a comprehensive examination of the current trends and future predictions in this dynamic field. The conversation covered a wide range of subjects, from regulatory changes and geopolitical developments to the growing importance of environmental, social and governance factors in deal-making.
Released on Aug 18, 2024
Developments in public company M&A and securities law (2024)
The panel offered valuable perspectives on the advancements in public company mergers and acquisitions (M&A) and securities law globally. The discussion focused on three key areas: forum shopping, public to private transaction developments and trends and hostile activity and defences. The panel explored how these topics are reshaping the public M&A landscape and securities laws across Asia, Canada, Europe and the United States.
Released on Aug 18, 2024
A review of the worldwide M&A marketplace (2024)
The topics for discussion in this conference session ranged from the worldwide electoral climate and the impact of artificial intelligence, to M&A drivers and challenges and the regulatory environment.
Released on Jul 10, 2024
Private equity today: legal issues and developments in private equity dealmaking
While deal values are down significantly in Europe, volumes are up, driven by platform deals and minority investments. Other features of the market include the prevalence of public-to-private transactions, broken deals (including for regulatory reasons), aborted auctions, restructuring deals, continuation vehicles, fund-to-fund deals and structured transactions, including earn-outs. This session at the IBA’s 21st Annual International Mergers & Acquisitions Conference 2024 examined these legal issues and developments.
Released on Jul 4, 2024
Governance, stewardship and activism (2024)
This panel, at the IBA’s 21st Annual International Mergers & Acquisitions Conference in 2024, examined the topic of ‘governance, stewardship and activism’ from the perspective of different jurisdictions and then focused on defence preparedness.
Released on Jul 4, 2024
Corporate governance news from Italy’s capital markets
This article focuses on certain new provisions regarding the governance of listed companies as recently introduced by Italy’s new Capital Markets Law. It mainly focuses on the governance of listed companies and, particularly, on the appointment of management bodies on the basis of a list presented by the outgoing board of directors; and increased-voting shares and multiple-voting shares.
Released on May 29, 2024
ESG in M&A: practical comments from the Polish perspective and an invitation to consider further
There’s still relatively little discussion about ESG in the context of mergers and acquisitions (M&A). Should there be a place for ESG in something as profit driven as an M&A transaction? Are there any junctions between ESG and M&A, and if so, should they influence transactional processes from both the buyer’s and seller’s perspective?
Released on May 20, 2024
Austrian foreign direct investment regulations continue to impact cross-border M&A deals
On 10 April 2024, the Austrian Foreign Direct Investment (FDI) authority submitted a report to the Austrian parliament indicating, among other findings, that: (1) the number of FDI filings has substantially increased, (2) that the Austrian FDI authority takes an active role in this regard (including requesting the submission of FDI filings), and (3) the authority carefully reviews cases (often Phase 2 proceedings). This article assesses FDI regulations in Austria in this context.
Released on May 20, 2024
Directive (EU) 2019/2121 on cross-border conversions, mergers and divisions: changes to Portuguese legislation
In December 2023, Portugal adopted and transposed the provisions of Directive (EU) 2019/2121 regarding cross-border conversions, mergers and divisions into Portuguese law. This article highlights such changes and possible difficulties in regard to its applicability.
Released on May 20, 2024
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 May 14, 2024
Innovation drive: Chile’s leap forward in regard to the country’s venture capital dynamics
This article provides an examination of Chile’s recent initiatives and their potential impact on the venture capital industry.
Released on May 14, 2024
Navigating economic challenges: the rise of acquisitions as a strategic option for Pakistani startups
Amidst the economic slowdown, Pakistani startups are dealing with capital raising and are looking towards acquisitions as a way to cash in.
Released on May 14, 2024
Foreign direct investment: the legal framework in Poland
The new foreign direct investment regime, introduced in Poland in 2020, established a foreign investment screening mechanism enforced by the Polish Competition Authority (PCA). The new foreign direct investment regime, which supplements the investment control regime regulated by the Polish Act on the Control of Certain Investments dated 24 July 2015 (‘the Polish FDI Act’) and enforced by the relevant ministries, involves a limited number of strategic entities and is applicable regardless of the investor’s ‘nationality’. The new regime was introduced in response to the Covid-19 outbreak, for an initial period of two years. However, in mid-2022 the Polish parliament decided to extend this new regime for a further three years, ie, until July 2025.
Released on May 14, 2024
Deferred consideration by ‘foreign owned or controlled’ Indian companies – regulatory overhang
After the Reserve Bank of India issued notices to a few ‘foreign owned or controlled’ Indian companies for deferring part of the consideration payable in regard to their downstream investments in other Indian companies, Indian transaction advisors are faced with a dilemma. Structuring deals with deferred consideration for acquisitions through ‘foreign owned or controlled’ Indian companies has become a risky proposition. This article argues that a complete ban on this practice is not only commercially impractical, but also potentially misaligned with the original regulatory intent.
Released on May 14, 2024
The same, but different? The new Flexible Capital Company in Austria
The introduction of the Flexible Capital Company (Flexible Kapitalgesellschaft, FlexCo) as a new form of company, as of 1 January 2024, constitutes a landmark moment in the history of Austrian corporate law. The FlexCo has many similarities to the Gesellschaft mit beschränkter Haftung (GmbH), which is the standard domestic private limited liability company that was introduced over a century ago. In fact, the FlexCo Act contains a general reference to the provisions applicable to the GmbH for all matters not regulated therein. After five years of political negotiations over several legislative periods, Austria introduced the FlexCo to provide a dynamic, ‘flexible’ alternative to the GmbH, in particular, to address the needs of the entrepreneurial founder community. In addition, the introduction of the FlexCo has also prompted a number of changes to other Austrian regulations.
Released on May 14, 2024
Securing your stake: navigating minority shareholder rights in Spanish sociedades limitadas
This article explores the essential rights of minority shareholders in Spain’s venture capital and private equity sectors, focusing on the integration of statutory protections and negotiated contractual rights within investment agreements. By detailing both the statutory and contractual frameworks available, this paper explains how these rights safeguard investments and promote equitable participation, thereby enhancing the attractiveness of Spanish markets to foreign investors.
Released on May 14, 2024
The revenge of the ‘Russia roulette’ clause
Imported into Italy, France and Europe from the Anglo American legal practice to solve the crisis of governance in 50/50 joint ventures, after a period of slow use, the ‘Russian roulette’ clause has taken its revenge through several recent court decisions, which have confirmed its validity under Italian and French law.
Released on May 14, 2024
Unlocking corporate deadlock: controlling the gamble
Within the intricate tapestry of corporate governance, conflicts and disagreements are inevitable. However, when these tensions escalate to the point of impeding decision-making and paralysing the functioning of a company, they give rise to what is known as corporate deadlock. The manner in which shareholders choose to solve deadlocks is essential for preserving the functionality and long-term viability of companies.
Released on May 14, 2024