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COVER STORY

Crown jewels: navigating IP in M&A

In an M&A context, IP assets represent an increasingly critical component of a target company’s value, typically transferring to the acquiring company as part of the agreement.

FEATURES

Examining restrictive covenants in M&A

Restrictive covenants are undeniably crucial in any M&A transaction, serving as formal agreements essential for preserving the value of a target company after the deal closes.

Risk mitigation amid shifting DEI priorities

In light of recent events, companies have already started reassessing the legality of their DEI programmes and hedging against potential lawsuits for so-called ‘reverse discrimination’.

Backslide on green? – EC proposes the ‘Omnibus’ package

In the view of many observers, the scale of the EC’S proposed changes go well beyond simplification and into the realm of deregulation, and strong opposition is expected.

Identifying the fake: banks prepare for emerging fraud risks

Malicious actors are employing various evolving tactics, particularly by exploiting gaps in traditional payment methods such as credit cards and cheques, as well as in emerging payment technologies and financial services, including open banking.

Booming industry: analysing UK data centre growth

The UK government supports the growth of the data centre sector by offering incentives for construction in certain areas, part of its efforts to boost the digital economy.

WORLDWATCH

Foreign investment and national security

The foreign direct investment landscape has been notably active in recent months, influenced by the unpredictable nature of geopolitics. More countries are scrutinising the extent of inward foreign investment and considering the necessity of imposing constraints on national security grounds. FW moderates a discussion between Veronica Roberts at Herbert Smith Freehills LLP, Christoph Barth at Linklaters LLP, Michael Caldecott at McCarthy Tetrault, Wesley Lainé at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, and Gregory R. Gonzalez at Wilkinson Barker Knauer, LLP.

SPECIAL REPORT

International dispute resolution

Q&A: Technology disputes

We are witnessing a rise in regulatory-driven conflicts, especially following investigations by regulators into the practices of tech companies. Additionally, there is more and more litigation between tech companies themselves based on competition law rules. FW discusses technology disputes with Rachel Glass, Jeremy Sharman, Matthew Pack and Anne-Sophie Lampe at Bird & Bird LLP.

Choosing a forum for international commercial disputes: litigation, arbitration or mediation?

Peters & Peters However remote the prospect of a dispute is at the point of entering into a commercial relationship, making an informed choice of a dispute forum matters as much as making the right choice.

Factors to consider when mapping objectives and tactics in dispute resolution

Joseph Hage Aaronson & Bremen LLP Mapping objectives is not only a useful tool from which resources and costs can be deployed and managed. It is an exercise which is crucial to overall case execution, forming the basis from which every procedural, pleading and evidentiary choice is then made.

Confidentiality of the arbitration process: myth or reality?

Three Crowns Confidentiality obligations vary substantially across jurisdictions, which can influence the choice of seat and the negotiation of confidentiality terms in the arbitration agreement.

The UK Arbitration Act 2025: key changes and summary disposal

King & Spalding The 2025 Act will be welcomed by parties looking to expediently dispose of unmeritorious disputes through summary disposal, including financial institutions that, anecdotally, have tended toward court proceedings rather than arbitration.

Rising risks: navigating the growing landscape of AI litigation in the UK

Morrison Foerster This surge in AI-related lawsuits is already evident across various sectors. While initial claims have centered on intellectual property rights and the development of AI technologies, recent cases are increasingly addressing the use of AI in business operations.

Germany’s English-speaking commercial courts – an alternative to international commercial arbitration?

Hengeler Mueller The reform seeks to address longstanding issues that have deterred businesses from choosing German courts, such as the requirement to conduct proceedings exclusively in German, limited confidentiality protections and lengthy case durations.

Q&A: PFAS and microplastics litigation in Europe

Companies should develop PFAS and microplastics management plans, monitor the situation and update these plans. FW discusses PFAS and microplastics litigation in Europe with Sylvie Gallage-Alwis at Signature Litigation, Philipp Behrendt at Taylor Wessing, Michaela Herron at Mason Hayes & Curran and Michela Turra at Gianni & Origoni.

TALKINGpoint

Buying and selling ESOP corporations

With the right planning, ESOPs remain a compelling alternative to private equity or strategic sales, offering resilience in uncertain times. FW discusses buying and selling ESOP corporations with Phillip Chou at Ambrose Advisors.

Third party risk management

Real-time monitoring and predictive modelling will become necessary as regulatory landscapes evolve. FW discusses third party risk management with Dan Click, Diana Keele and Joey Gyengo at KPMG LLP (US).

Navigating export control: strategies for futureproofing global trade

Cost efficiency is giving way to control and security, and global logistics are becoming increasingly complex and constrained. FW discusses export control and global trade with Jan Timmermann, Nigel Pekenc and Ramandeep Babrah at Kearney.

DEALfront

mergers & acquisitions

Rocket Companies agrees $9.4bn Mr. Cooper Group deal

In late March, Rocket Companies Inc, the largest mortgage lender in the US, agreed to acquire Mr. Cooper Group, the US’s leading mortgage servicer, in an all-stock deal valued at $9.4bn.

LG Energy acquires GM’s stake in battery plant JV for $2.6bn

As part of its commitment to an all-electric future, South Korea’s LG Energy Solution will acquire General Motors’ (GM’s) full stake in their joint venture battery plant – Ultium Cells Lansing 3 – for approximately $2.08bn.

private equity & venture capital

Boston Celtics sold for $6.1bn

Reigning NBA champions the Boston Celtics have been sold to a private equity PE-backed consortium led by Bill Chisholm, co-founder of STG Partners, for $6.1bn, marking the largest PE-led takeover of a sports franchise and setting a new record for NBA team valuations.

Clearlake acquires Dun & Bradstreet in $7.7bn transaction

In a deal that concludes its time as a public company, business information and research provider Dun & Bradstreet is to be acquired by private equity firm Clearlake Capital for $7.7bn, including outstanding debt.

bankruptcy & corporate restructuring

The Dolphin Company files for Chapter 11

In a move intended to enable a successful restructuring of its capital structure and improve its financial position, aquatic theme park operator The Dolphin Group has voluntarily filed for Chapter 11 bankruptcy protection.

Controversial restaurant chain Hooters files for bankruptcy

In early April, Hooters of America announced it had filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the Northern District of Texas, as a prelude to selling itself.

SPOTlight

Navigating M&A shareholder votes - essential tips for executives

Alliance Advisors Apart from grasping the broad M&A landscape, deals can only succeed if companies develop a detailed picture of their shareholders. The specifics here will necessarily change after a deal is announced.

Designation of cartels as foreign terrorist organisations expands legal risks for crypto companies

Milbank Developments open the national security toolkit for cartel enforcement and create a potential liability trap for companies facilitating global financial transactions, particularly those in the digital asset space.

Product liability in Hong Kong

Deacons Hong Kong has a fairly complex framework of legislation and subsidiary legislation dealing with how certain types of products are to be manufactured and sold.

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CONTRIBUTORS

Alliance Advisors

Ambrose Advisors

Bird & Bird LLP

Deacons

Gianni & Origoni

Hengeler Mueller

Herbert Smith Freehills LLP

Joseph Hage Aaronson & Bremen LLP

Kearney

King & Spalding

KPMG LLP (US)

Linklaters LLP

Mason Hayes & Curran

McCarthy Tetrault

Milbank

Morrison Foerster

Peters & Peters

Signature Litigation

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Taylor Wessing

Three Crowns

Wilkinson Barker Knauer, LLP