GDPR: 8 top tips for your M&A deal

This month we focus on the EU’s General Data Protection Regulation (“GDPR”), and provide 8 top tips to mitigate its impact on M&A transactions. The GDPR comes into force on 25 May 2018, imposing stricter controls in relation to the personal data of EU citizens, broad territorial application and significant penalties for breach. The UK…

What to expect from a US buyer: 10 flashpoints

For the purpose of this article, we have assumed that 100% of the share capital of a UK private limited company is proposed to be sold under a sale and purchase agreement (“SPA”) governed by English law. These are 10 flahspoints what to expect from a US buyer. 1. Locked box or completion accounts? In…

Acquiring a regulated business – Change in control regime

Financial services businesses remain hot targets in the UK, but as the purview of the UK financial services regulators creeps ever wider and deeper (see recent focus on consumer credit businesses) it is imperative to identify at an early stage whether a target is FCA regulated, or is carrying out activities that mean it should…

Hurdle rates: going, going, gone?

“Hurdle rates” or “preferred return” is the rate of return that a private fund guarantees to deliver to its investors before the manager becomes entitled to share in the fund’s profits via its carried interest. Historically set at 8% compounded annually, it has been a standard feature of private fund economics since the industry’s earliest…

An interview with Dirk Steinwärder of Cognovia Capital

MJH: You hold a PhD in Biochemistry and Molecular Biology from the University of Washington School of Medicine and Humboldt University of Berlin. Not a bad thing to have in your back pocket….How useful has your PhD been in your private equity career to date? Dirk Steinwärder: My PhD was in clinical cancer research which,…

Brexit, begin

Nine months after the referendum that overturned half a century of British economic and foreign policy, the UK government has invoked Article 50. The ‘phoney war’ is over, and now begins at least two years of negotiations that, absent a dramatic U-turn, will conclude with Britain leaving the European Union. No one can be certain…

10 tips for legal due diligence

DO… 1. Know you destination Make sure you have a clear idea of your objectives and that you resource your legal due diligence accordingly. Focus in particular on any arrangements or circumstances that appear non-standard, and ensure you have a thorough understanding of all areas that underpin the business’ value (e.g. key assets, key trading…

Brexit: Plus ça change for UK alternative fund managers?

The full impact of Brexit for the alternative funds sector will not be known for some time. But in this article we argue that UK, EU and non-EU alternative fund managers are unlikely to be significantly adversely affected and that even in a worst case scenario there will be relatively straightforward work-arounds. Managers are understandably…

Five thousand miles from Panama: Transparency of ownership in the UK

Transparency has been a hot topic for the alternative assets industry for some time. New laws intending to cast light on secret structures and concealed ownership have just come into force – not in Panama, but in the UK. This article examines how they impact on UK companies and LLPs, particularly in the context of…

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