On 4 October 2023, Deputy Attorney General Lisa Monaco of the U.S. Department of Justice announced a new DOJ-wide policy that seeks to provide greater certainty as to the potential benefits to acquirers that uncover criminal conduct at a target company. The DOJ’s Mergers & Acquisitions Safe Harbor Policy for voluntary self-disclosures provides greater certainty to acquirers who self-report within the safe harbor period, fully cooperate with the DOJ in its investigation, and engage in requisite, timely, and appropriate remediation, pay restitution, and disgorge any ill-gotten gains.
The Ministry of Trade has published Regulation No. 31 of 2023 on Provisions on Business Licensing, Advertisement, Development and Supervision of Business Actors in Electronic Systems Trading (“Regulation 31”), which came into force on 26 September and revoked Minister of Trade Regulation No. 50 of 2020 on the same subject matter. This alert highlights that Regulation 31 now identifies social-commerce platforms (i.e., those platforms that feature social media functionalities) within the sphere of e-commerce operators’ business models. Regulation 31 introduces significant new restrictions on the activities of foreign merchants and e-commerce operators.
Artificial Intelligence (AI) is driving new business opportunities across a growing number of industry sectors, including consumer goods and retail. Enticed by its transformative potential, companies are actively exploring, experimenting, and deploying AI solutions in business processes, products, and services and are finding ways to derive business value from it. The emergence of generative AI capable of human-like text that can analyze vast amounts of data and create new content has caught the public’s attention and turbocharged interest in potential use cases in the CG&R industry.
The luxury and fashion industry has grown rapidly in recent years, driven by the rising worldwide demand of the image-conscious, growing middle classes in emerging markets, and the incredible advancement and evolution in online retail sales and marketing. These developments have ushered in new challenges for the industry with companies facing more stringent regulations as they expand into new markets and a heightened demand from consumers for greater transparency around sustainability, supply chain, as well as complex tax and corporate issues. This is a Comprehensive global guide to all legal matters relating to the luxury and fashion industry.
On 21 September 2023, the Government of Canada introduced Bill C-56 or the Affordable Housing and Groceries Act (“Bill C-56”), broad legislation that includes amendments to the Competition Act that, if adopted, will repeal the efficiencies defense in mergers, expand the scope of agreements and arrangements subject to the civil competitor collaboration provision, and permit public interest market studies. The proposed amendments to the Competition Act align with the Prime Minister’s recent announcement that the federal government would take action to enhance competition and drive down prices for Canadians, with a special focus on the grocery sector.
On 12 September 2023, the President of Ukraine signed Law No. 5431 “On Amendments to Certain Legislative Acts of Ukraine to Improve the Activities of the Antimonopoly Committee of Ukraine” (“Law”), which launched a reform of Ukrainian competition law. The Law will enter into force on 1 January 2024.
The Law was developed together with competition law experts from the EU in line with the European Union-Ukraine Association Agreement. Adopting and implementing the Law is the first stage of the competition law reform, aimed at strengthening the powers of the Antimonopoly Committee of Ukraine (AMC) and bringing Ukrainian competition law and the AMC’s activities closer to the legal system of the European Union.
This is the 20th anniversary edition of the Global Post-Acquisition Integration Handbook, which since its first publication in 2003 has served as a practical reference tool for any company contemplating, or currently executing, a multinational business acquisition and integration. Key topics such as tax, corporate and employment law are considered, and regional comparison tables summarize the main aspects of integrations in more than 30 jurisdictions. Since our last update in 2017, there has been a great deal of change in the global legal and business landscape, hence this current edition includes new content on recent legal developments in the areas of compliance and risk management (including antitrust, bribery, sanctions and customs), foreign investment review, privacy and data protection.
On 21 September 2023, the Federal Trade Commission (FTC) announced that it was suing US Anesthesia Partners, Inc. (USAP) and its private equity owner Welsh, Carson, Anderson & Stowe (WCAS) in the US District Court for the Southern District of Texas. The lawsuit targets a common private equity strategy known as a “roll-up.” A roll-up merger typically occurs when a private equity company acquires several small companies in the same market and subsequently merges those companies.
The US Federal Trade Commission (FTC) and the US Department of Justice Antitrust Division (DOJ) (together “Agencies”) each have recently taken enforcement actions that demonstrate renewed attention on interlocking directorates (in which individuals simultaneously serve as directors on the boards of competing companies). Interlocking directorates are prohibited under Section 8 of the Clayton Act unless one of its de minimis exceptions applies. Those exceptions are dependent upon the volume of revenues derived from products sold by the operative companies in competition with one another.
From 1 September 2023, new procedural merger control rules apply in the European Union. New notification forms will need to be used. More merging parties will be able to avail themselves of the Simplified Procedure.