Proskauer Rose
3 Experts
2 Contributions by Proskauer Rose
PRACTICE NOTES
A Block Exemption Regulation (Block Exemption) is a measure issued by the European Commission (Commission) that furnishes a legal footing for restraints which would otherwise fall foul of the ban in Article 101(1) TFEU, provided such restraints sit within that Block Exemption’s scope. Every Block Exemption rests on the assumption that any restrictive arrangement within its reach satisfies the four criteria in Article 101(3) TFEU required to obtain an individual derogation from Article 101(1) TFEU (see also, Introduction to the application of Article 101 TFEU to vertical agreements, Article 101(1) TFEU—the prohibition on restrictive agreements, and Individual exemptions under Article 101(3) TFEU). Accordingly, each Block Exemption Regulation establishes a safe harbour, shielding restrictive practices from legal challenge under Article 101 TFEU. The previous Vertical Agreement Block Exemption Regulation 330/2010 (VBER 2010), which lapsed on 31 May 2022 (as well as earlier block
Competition
PRACTICE NOTES
Vertical agreements
Under section 2(1) of the Competition Act 1998 (CA 98), vertical agreements are banned. The Digital Markets, Competition and Consumers Act 2024 (DMCC Act) has revised the language in section 2 so that, in specified situations, it captures arrangements carried out beyond the UK. The prohibition covers agreements between undertakings, concerted practices, and decisions of associations of undertakings that have as their object or effect the prevention, restriction or distortion of competition within the UK, or any part of it, and which may influence trade in the UK or a part of it where such agreements, decisions or practices are implemented, or intended to be implemented, in the UK. In all other instances, the ban extends to conduct likely to have an immediate, substantial and foreseeable impact on trade within the UK or a part of the UK. In addition, section 2(3) CA 98
Competition
5 Contributions by Proskauer Rose Experts
PRACTICE NOTES
Cross-border private M&A transactions
This Practice Note sets out an overview of the issues an English-qualified lawyer may encounter when advising a seller or a buyer on a cross-border private M&A deal. The emphasis is on practical considerations a lawyer should keep in mind to ensure the transaction is run in the most efficient and effective manner possible.
Key stages in cross-border M&A transactions
The principal phases in a cross-border private company M&A transaction are:
Preliminaries (pre-signing) stage
Here, non-disclosure agreements (NDAs, also called confidentiality agreements) and exclusivity arrangements are settled, due diligence is undertaken, and the share purchase agreement (SPA) with related deal documentation is negotiated. In an auction sale, bids are solicited and a short list of bidders is compiled. The cross-border aspect requires smooth
Corporate
CHECKLISTS
Issue Guidance
This Checklist sets out a concise overview of the principal actions for moving assets within a group from one English-incorporated company to another, and flags particular matters that may affect the company during the process. It is not comprehensive, as the considerations and sequence of steps for an asset-based reorganisation will differ between transactions. For an outline of the main points where a reorganisation is carried out by selling shares, see: Intra-group reorganisation (by share sale)─checklist...
Determining the intra-group reorganisation structure and other preliminary considerations (general)
Early planning should address whether the reorganisation proceeds by way of an asset transfer or a share deal. For guidance on preparatory work and choosing between an asset or share route, refer to: Intra-group reorganisation—common issues—flowchart and Practice Notes: Common issues in an intra-group reorganisation, Asset sales and
Corporate
CHECKLISTS
This checklist outlines the principal steps for an intra‑group reorganisation carried out by selling shares in an English‑incorporated company to another English‑incorporated company, and flags matters that may affect the company during the process. It also identifies potential issues that may arise for the company as a consequence of this approach. It is not comprehensive, as the specific issues and actions for a share‑sale reorganisation will vary between transactions. For an overview of the key points relevant to an intra‑group reorganisation by asset sale, see: Intra‑group reorganisation (by asset sale)─checklist.
Considering a corporate reorganisation may call for specialist input across several disciplines. Please seek further guidance on the following areas where required:
Property
Employment
Pensions
Intellectual property
Information technology
Finance
Tax
For further information, see Practice Notes: IP and IT aspects of intra‑group
Corporate
CHECKLISTS
This checklist outlines, in brief, the principal tasks and responsibilities that will usually fall to the buyer’s lawyers (and, in some instances, the seller’s lawyers) after completion of a private M&A acquisition where the target is a company incorporated in England & Wales. Once completion has occurred, the SPA should be reviewed carefully so the parties’ lawyers can accurately diarise the agreed matters, especially any deadlines, by reference to the parties’ specific post-completion obligations. As a result, although this checklist points to actions that are commonly required, every deal is different and the list cannot be comprehensive...
Issue Guidance Registration of share transfers
Buyer’s lawyers:
Lodge with the Stamp Office the stock transfer form(s) (or a declaration of trust—see note below) relating to the target’s shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days of execution)
Update the
Corporate
CHECKLISTS
Auction sale (private M&A) transactions—checklist
This Checklist sets out the principal steps to undertake in an auction-led share or asset sale within the sphere of private M&A transactions, while also identifying the additional matters that emerge for the lawyers representing both seller and buyer as a consequence of an auction process...
Corporate
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