Aba’s 2013 study on european private target M&A deals

The Merger & Acquisitions Market Trends Subcommittee, Merger & Acquisitions Committee of the American Bar Association’s Business Law Section has just released the 2013 European Private Target M&A Deal Points Study” (American Bar Association members can download the study by clicking here). This study which updates the “2010 European Private Target M&A Deal Points Study,” tracks commonly negotiated deal points in shares purchase agreements for the acquisition of private targets in Europe signed or closed in 2009, 2010 or 2011. Given the differences in deal structures and terms, the study does not cover the acquisitions of European targets whose shares are publicly traded. More than 20 lawyers from 16 countries have contributed to the 2013 study which is based on 101 sample private M&A deals meeting the following criteria: (i) transaction value was at least EUR20 million; (ii) transaction was structured as pure share deal (i.e. asset deal or mixed deals are not covered by the study); and (iii) the target or its assets/operations were located in Europe. The nature of the study is multi-sectorial, but the industry sectors better represented are: industrial goods and services, technology as food and beverage.

The study contains a review of most common points negotiated in M&A deals by European practitioners, including comparisons with data from the 2011 US Deal Points Study as well as from the previous European study which covered deals completed in 2008.

In particular the analysis covers financial provisions, pervasive qualifiers, most common representations and warranties, conditions to closing, indemnification and dispute resolution provisions.

Even if the sample base of the study is limited to the 101 shares purchase agreements provided by the working group members, the study could be an useful tool for transactional lawyers as well as strategic buyers and their advisors as it could help them in better understanding some of the current trends of the M&A practice in Europe as well as to learn more on the differences with respect to the US practice which is generally more advanced than the EU one.

Portolano Cavallo is proud to be one of the firms contributing to the “2013 European Private Target M&A Deal Points Study”