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Key Issues and Opportunities
Competition authorities are getting faster at reviewing no-issues deals (even in China) reducing the impact of the regulatory approvals process on deal timetable. However, complex reviews such as bolt-on deals in the PE and financial sponsor context are taking much longer.Read more Faster short form filings (even in China), but longer review periods for complex deals
Warehousing structures are high risk in EU and China following the Canon/Toshiba decision, and still not permitted in the US. However, reverse warehousing or true options are still possible if structured properly.Read more Warehousing structures post-Canon/Toshiba
Both EU and US competition authorities view PE and financial sponsor buyers of divestment assets with increased scepticism. A case-by-case assessment is required before an investment decision is made, to see whether there is a realistic prospect of being considered a “suitable purchaser", depending on the industry in question, the business to be divested and the particular PE firm or financial sponsor’s track record and strategy.Read more Financial Sponsors and PE as buyers of divestment assets
US-style document production requests are now a standard part of EU merger review. PE houses, financial sponsors and their portfolio companies should implement document retention and creation guidelines not only for deal-specific documents but also ordinary course of business documents.Read more Increasing reliance on internal documents
CFIUS enforcement is increasing in the US, while outside the US the number of jurisdictions conducting foreign investment reviews is growing and the intensity of these reviews is deepening. Foreign investment screens and building appropriate protections into deal documentation will be vital in mitigating the impact of such reviews.Read more Increasing foreign investment intervention