The International Comparative Legal Guide To
Mergers & Acquisitions 2010 A practical cross-border insight into mergers & acquisitions Published by Global Legal Group with contributions from: Albuquerque & Associados Allen & Gledhill LLP Andreas Neocleous & Co LLC Bech-Bruun Bircanoğlu Attorneys at Law Buddle Findlay Camilleri Preziosi Advocates Dittmar & Indrenius Elvinger, Hoss & Prussen Eubelius G.Mourgelas & Associates Law Firm Garrigues Gide Loyrette Nouel Gómez-Pinzón Zuleta Abogados S.A. Klavins & Slaidins LAWIN Lee & Ko Lenz & Staehelin Leoni Siqueira Advogados Lepik & Luhaäär LAWIN Lideika, Petrauskas, Valiūnas ir partneriai LAWIN Linklaters Mannheimer Swartling Advokatbyrå AB Meitar Liquornik Geva & Leshem Brandwein Morley Allen & Overy Iroda Nishimura & Asahi Norton Rose Group Pachiu & Associates PRA Law Offices Russin & Vecchi, LLC Schönherr Severgnini, Robiola, Grinberg & Larrechea Skadden, Arps, Slate, Meagher & Flom LLP Slaughter and May Steenstrup Stordrange Stikeman Elliott LLP Studio Santa Maria Udo Udoma & Belo-Osagie Weinhold Legal, v.o.s. Žurić i Partneri law firm
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1 Relevant Authorities and Legislation 1.1
What regulates M&A?
The process for M&A transactions in the UK involving public companies is primarily regulated by the City Code on Takeovers and Mergers, known as the Takeover Code. The Takeover Code contains a detailed set of rules governing most practical aspects of the process. The Takeover Code is administered and enforced by the Panel on Takeovers and Mergers, which operates an interventionist regime under which the participants in the M&A process are likely to have relatively frequent access to the Takeover Panel’s secretariat (the Panel Executive) that provides day-to-day guidance (and formal rulings) on the application of the Takeover Code. Until 2006, the Takeover Panel operated on a non-statutory basis. It is now the authority designated by the UK government to regulate takeovers, as required by the European Takeovers Directive, and it operates within a framework of statutory provisions that give it, in addition to rule-making powers, enforcement powers (including extensive rights to require information and to require the payment of compensation). The Takeover Panel has not in the past had much need to resort to penalties to ensure compliance with its rules. Its principal sanction has been private or public censure and these have been sufficient and are expected to remain so. Other relevant sources of law and regulation applicable to M&A transactions include the Companies Act 2006, which governs schemes of arrangement (see question 2.1) and the compulsory acquisition (“squeeze-out”) procedure. The Financial Services and Markets Act 2000 (known as “FSMA”), which regulates investment business and securities markets generally is also relevant, in particular as it regulates financial promotions, the public offering of securities and “market abuse”. Prospectus rules made by the Financial Services Authority (“FSA”) may also be relevant to a securities exchange offer. The Listing Rules and the Disclosure and Transparency Rules, also made by the FSA, may be relevant as they may affect the freedom of action of the target. Anti-trust regulation may be handled by the UK authorities or, for larger transactions with a cross-border element, by the European Commission. The UK authorities (the Office of Fair Trading (OFT) and the Competition Commission) operate pursuant to the Enterprise Act 2002. The European Commission has jurisdiction pursuant to the EC Merger Regulation. Companies may also be subject to regulatory controls that relate specifically to their industry or activities (see question 1.4).
William Underhill
1.2
Are there different rules for different types of public company?
The Takeover Code applies to M&A transactions where the target is a company incorporated in the UK (or a Societas Europea registered in the UK) and has securities admitted to trading on a “regulated market” in the UK. The principal regulated market for this purpose is the London Stock Exchange market for listed securities. It also applies to other public companies (whether or not their securities are traded on an exchange) and certain private companies (generally those which have within 10 years been listed or traded on a public market). In this case, the Takeover Code only applies if the place of management and control of the company is in the UK. The Takeover Code will also apply to transactions where the target is incorporated in the UK and has its securities admitted to trading on a regulated market in another EEA Member State (but not in the UK) or is incorporated in another EEA Member State and has its securities admitted to trading on a regulated market in the UK (but not in its country of incorporation). In these cases regulation of the transaction will be divided between the country of incorporation and the country in which the regulated market on which the target’s shares are traded is situated. 1.3
Are there special rules for foreign buyers?
Apart from foreign ownership restrictions that may apply to individual companies (for example airlines) there are no special rules for foreign buyers. 1.4
Are there any special sector-related rules?
Some sectors have special rules. In particular, financial services businesses are subject to rules that require consent from the FSA for change of control and airlines are subject to foreign ownership restrictions. 1.5
What are the principal sources of liability?
Litigation in relation to M&A activity in the UK is extremely rare. A bidder risks enforcement action if it fails to comply with the Takeover Code, although the principal sanction to date has been public or private censure. Until the changes introduced during 2006 came into force, there was no scope for the target (or any other person) to bring private claims based on the Takeover Code. Under the new rules, such claims may be possible, although the regime discourages that course. A bidder (and its directors personally) would be liable for misrepresentations in the offer documentation
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2 Mechanics of Acquisition 2.1
What alternative means of acquisition are there?
There are two methods used to undertake an M&A transaction in the UK. These are: (i) a takeover offer, under which the bidder makes a general offer to all target shareholders to purchase all (or very rarely some) of their shares in the target; and (ii) a scheme of arrangement, which is a court supervised process that involves a shareholder vote. Under either method, a bidder may pay in cash or through the issue of securities or a combination of both (although in certain circumstances the bidder may be required to provide, as a minimum, the opportunity for the target shareholders to choose cash). The takeover offer may be quicker than a scheme of arrangement and is capable of being successful with a lower level of support from target shareholders. A scheme of arrangement provides an all or nothing result, as the bidder will, if it is successful, acquire all the shares of the target and if it fails it will acquire none. 2.2
What advisers do the parties need?
The parties will generally engage financial advisers, legal counsel, accountants and public relations consultants. The target is required to obtain independent financial advice (and the substance of that advice must be made known to the target shareholders). A bidder offering cash is required to retain a financial adviser to confirm the availability of resources to pay the offer consideration (see further question 2.6 below). 2.3
How long does it take?
The Takeover Code contains detailed rules on the timetable for a bid. In particular, it sets a maximum period of 88 days from formal launch of a takeover offer (being a maximum of 28 days from a definitive announcement of offer terms to the publication of an offer document, and a further 60 days while the offer can be accepted) for the bidder to achieve its required level of acceptances, with a further 21 days to satisfy all other conditions. While this clearly defined timetable is still seen as an important feature of takeover regulation in the UK, its effect has become limited in recent years by the ability to extend the period between the time the possibility of an offer is made public and the time the offer is launched. The overall timing is likely to be driven by the regulatory process. In a case that does not raise substantive antitrust or other regulatory issues, it should be possible to conclude the transaction within 10 weeks from formal launch. If the transaction is effected by scheme of arrangement, the timetable is influenced by the requirement for court hearings and the demands on the court’s time. As a general rule, it should be possible to reach a conclusion within three months. Again, this assumes there are no substantive anti-trust or other regulatory issues that would lead to a delay.
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What are the main hurdles?
The main hurdle is to achieve a sufficient level of target shareholder support (see question 2.13). That is easier if the recommendation of the target board is obtained (see question 3.2). It is necessary for the bidder to arrange committed financing (effectively conditional only on the bid becoming unconditional) before a bid is launched (by a formal announcement). This can represent a major hurdle for a bid dependent on significant leverage. This is also made more problematic by legal impediments on using the target’s assets as collateral for any acquisition finance. The prohibition on “financial assistance” is not insuperable but it is a constraint on the structuring and implementation of leveraged bids. The other main hurdle is to obtain regulatory approval. 2.5
How much flexibility is there over deal terms and price?
It is a general principle of the Takeover Code that all target shareholders must be afforded equal treatment. This is translated into detailed rules requiring that the same consideration be offered to all and prohibiting special deals with any target shareholders. The principle also gives rise to detailed rules that dictate the value and form of consideration that must be offered if the bidder acquires target shares other than through the takeover offer (or scheme of arrangement). These rules require that the offer must be of equivalent value (“no less favourable terms”) to the highest price paid during three months prior to or during the offer period. If the bidder has purchased more than 10% of the target within 12 months preceding the offer or the bidder purchases any shares after the possibility of an offer has been made public, the offer terms must be in cash or include a cash alternative. If the bidder purchases more than 30% of the voting shares of the target (or, if it owns more than 30% but less than 50%, it acquires any further shares) the bidder will be required to make an offer (a “mandatory” or “Rule 9” offer). The mandatory offer must be in cash or include a cash alternative and must be at a price that is not less than the highest price paid during the 12 months prior to the offer. The offer must only be conditional on the bidder acquiring 50% voting control (through shares purchased and acquired under the offer) and mandatory antitrust conditions. The actions (for example, share purchases) of parties acting in concert with the bidder are aggregated for the purposes of applying these rules. 2.6
What differences are there between offering cash and other consideration?
The principal difference between offering cash and other consideration is in relation to the amount of information required to be published and the process for finalising the documentation. If transferable securities are to be offered, the bidder must publish either a prospectus or a document containing equivalent information. A prospectus must be approved by the FSA. An “equivalent document” does not require such approval unless it is also to be used for the purpose of admitting the securities to trading on the London Stock Exchange’s market for listed securities. A prospectus (or equivalent document) must contain all information necessary for an investor to make “an informed assessment” of the bidder, its financial position and the rights of the securities being offered. In addition to this overriding requirement, there are detailed rules as to content, including a description of business, audited financial information for three years, an operating and financial review of that period and a confirmation that the issuer has
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If the offer is in cash the disclosure requirements are much reduced (financial information on the bidder may be required (see question 2.10) but for listed bidders it will generally be possible to produce this in summary form). However, in this case, as discussed in question 2.4, it is necessary for financing to be obtained on a committed basis prior to launch of the offer. The financial adviser to the bidder is required to confirm that the bidder has sufficient resources available to it to satisfy all cash consideration that would be due if the offer was accepted by all target shareholders. Prior to giving this confirmation (which is made under threat that if the bidder does not in fact have the resources, the financial adviser may be required to provide them), the financial adviser would expect to carry out a detailed review of all facilities to be used to produce the funds to ensure that those facilities provide “certain funds” (i.e. that there are no conditions that would prevent drawing to satisfy obligations under the offer). 2.7
Do the same terms have to be offered to all shareholders?
See question 2.5. 2.8
Are there any limits on agreeing terms with employees?
The principle that all shareholders must be treated equally (see question 2.5) imposes some constraints on the terms that can be agreed with employees that hold (or have options over) shares in the target. The Takeover Panel will permit management shareholders to exchange shares (and options) for equity in the bidder (for example, on a leveraged management buy-out) but this is subject to safeguards, principally a requirement for a fairness opinion from the target’s independent financial adviser. Other incentives for management who are to continue with the business may be permitted on the same basis. There is no express constraint on the agreement of severance terms for directors or senior executives of the target and if these reflect legal entitlements, such arrangements are likely to be permitted. However, such arrangements must be disclosed in the offer documentation and in certain circumstances may be subject to target shareholder approval. 2.9
What documentation is needed?
The principal documentation involved in a takeover offer is: a press announcement confirming the bidder’s intention to make an offer (setting out the consideration to be offered and all conditions to which the offer is subject); an offer document (containing the formal offer, with all terms and conditions and financial and other information on the bidder and the target); a form of acceptance (by which the offer can be accepted); and a circular from the target board to its shareholders (setting out its views on the offer and the substance of the independent advice received; this would, in a recommended offer, commonly form part of the offer document; target employees may require that a statement setting out their views on the offer would also be appended). If the transaction is undertaken by way of scheme, the documentation is almost identical in terms of content but in place of the offer document there is a circular to target shareholders and a notice convening meetings of shareholders with proxy forms in place of the form of acceptance. If the consideration includes securities, a prospectus (or equivalent document) will be required (as discussed in question 2.6). Regulatory filings may be substantial documents and require
considerable preparation time. These are not, however, public documents. 2.10 Are there any special accounting procedures?
The offer document is in most cases required to include at least summary financial information on the bidder and more detailed historic audited financial information on the target. No financial information on the bidder is required if the offer can only proceed if the bidder acquires all the shares in the target (in practice this means by scheme of arrangement). The document must also disclose any material changes since the last balance sheet date. These are matters on which it is conventional to obtain comfort from accountants. In a securities exchange offer, with a prospectus or equivalent document, it would also be usual to engage the auditors to review the forecasts underlying the working capital statement.
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sufficient working capital for the next 12 months.
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If in the context of the offer the target (and in a securities exchange offer, the bidder) makes a profit forecast, it is necessary to obtain and publish reports from the accountants and the financial advisers concerned regarding the preparation of the forecast. Similar reports are required where a “merger benefits statement” (e.g. as to enhancement of earnings) is included in a hostile offer document in the context of a securities exchange offer. 2.11 What are the key costs?
The principal costs are: fees of financial advisers; fees of legal counsel, accountants and other professional advisers; and printing and mailing costs. Borrowing costs are likely to include significant commitment fees for providing “certain funds” commitments (see question 2.6). Stamp duty of 0.5% of the consideration paid is payable under a takeover offer, although it should be possible to avoid this with a scheme of arrangement. 2.12 What consents are needed?
In addition to target shareholder acceptance or approval (see question 2.13) the principal consents required will be regulatory (anti-trust and other regulatory approvals, if any). As with any M&A transaction change of control requirements in the target’s contractual arrangements may be relevant and it may be necessary for the bidder to obtain its own shareholder approval. 2.13 What levels of approval or acceptance are needed?
Where a bidder in a takeover offer is seeking to acquire voting control of the target, it must specify as a minimum acceptance condition that it acquires (through acceptances or otherwise) shares carrying not less than 50% of the votes. However, a bidder is likely to want to acquire sufficient shares through the offer to enable it to exercise compulsory acquisition rights to squeeze out any minority who do not accept. For this purpose, the bidder must acquire 90% of each class of shares and will specify this level in its acceptance condition. Having done so, the bidder is free to (and usually would) reserve the right to accept a lower percentage (not being less than 50%) if it wishes to do so. If the transaction proceeds by way of a scheme of arrangement, it is necessary to obtain an affirmative vote at a shareholder meeting by shareholders (i) who represent a majority in the number of the shareholders present and voting, and (ii) who hold not less than 75% of the shares of each class affected by the scheme.
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2.14 When does cash consideration need to be available?
4.2
The Takeover Code requires that all consideration be settled within 14 days after the offer is unconditional in all respects or, if later, after the acceptance is received, or, in the case of a scheme of arrangement, within 14 days after the scheme becomes effective.
Negotiations may be conducted confidentially so long as confidentiality is maintained. If there are rumours or speculation regarding a possible transaction, or if there is a significant price movement, the Panel is likely to require that an announcement be made. Such an announcement may be very brief, referring only to the fact that talks are taking place. It may not identify the bidder. The Panel expects to be consulted if circumstances suggest that an announcement must be made. In particular, if the target’s share price rises by more than 10% after the first approach is made or by more than 5% in one day, the Panel must be consulted.
3 Friendly or Hostile 3.1
Is there a choice?
There are no legal or regulatory impediments to hostile bids in the UK and at different times they have been more or less common. The principal impediments are therefore practical, in particular the bidder’s desire to undertake due diligence prior to becoming bound to make the acquisition. It is not possible to use the offer conditions to permit due diligence after the bid is launched (see question 7.1). As a result, it is more normal for a bidder to seek to force a target to allow access for due diligence purposes by making a preliminary announcement of interest in pursuing a transaction before formally making an offer. 3.2
How relevant is the target board?
The target board’s views on an offer are still very important. The board is required to set out its opinion to the target shareholders together with the substance of the advice from its financial adviser. Once those opinions are published, it will be a matter for shareholders to decide the outcome of the offer. The target board’s opinion is also important at the pre-bid stage: a board confident of its ground in rejecting an approach may be able to justify to shareholders its refusal to allow due diligence or engage in negotiations.
4.3
4.4
4 Information What information is available to a buyer?
In a hostile bid, the only information available to the bidder will be information that is publicly available. A bidder may therefore seek to put pressure on a target’s board to “open its books” in order to finalise an offer proposal. This may be done in private or publicly (see question 3.2). In any event, even if a transaction is recommended, the target may restrict the information made available to the bidder as a result of a rule that requires all bona fide potential bidders to be allowed the same access to information. A target board that provides information to one bidder (for example, in the context of a recommended transaction) may be forced to divulge information to others, who may include its competitors.
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What if the information is wrong or changes?
The Takeover Code and the law provide little protection for the bidder if the information is wrong or changes. If information provided to the bidder is wrong, it may seek to claim compensation from the target or members of its board (although the terms on which access to information is provided will generally preclude this). The bidder may be able to pull out of the offer (if the error is discovered in time) if it has included appropriate conditions (but see question 7.1). The bidder will only be able to obtain a remedy from the target’s auditors in exceptional circumstances. If information changes after a bid has been launched it is unlikely that the bidder will be able to withdraw (see question 7.1).
5 Stakebuilding Can shares be bought outside the offer process?
Does the choice affect process?
A transaction cannot effectively proceed by way of scheme of arrangement without support from the target board (however reluctantly given). As a result, a hostile transaction will begin as a takeover offer. It would not be unusual, however, for a recommendation to be obtained after launch of an offer (possibly following a revision to terms) and in that case it would be possible to switch to a scheme of arrangement approach.
4.1
What will become public?
See question 4.2.
5.1 3.3
Is negotiation confidential?
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Shares can be bought outside the offer process. Such purchases may have an effect on the terms that must be offered (see question 2.5). Disclosures may be required (see question 5.2). 5.2
What are the disclosure triggers?
There are two regimes for disclosure of purchases. One applies generally to the acquisition of interests in the shares of public companies. The other regime operates specifically in relation to takeovers. The general regime requires disclosure to the company of any acquisition that gives a person an interest of 3% or more in the voting shares of a public company, or results in that interest changing through a whole percentage level. This regime requires aggregation of interests held by group companies and within families and of interests held within a concert party. It covers a wide range of interests, including purely contractual rights and obligations to acquire shares. A listed company that receives a notification of interests must make a public announcement containing the same information. The disclosure regime under the Takeover Code operates once there is public knowledge of the possibility of an offer. The bidder (and its concert parties) is required to announce publicly on a daily basis any acquisition of target securities or derivatives referenced to such securities, including those that are purely cash settled contracts for difference. Other shareholders who own 1% or more must also declare their dealings on a daily basis including any short position. Complex rules apply to fund managers and principal traders,
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particularly where they are members of a group that includes the bidder or a financial adviser to the bidder. 5.3
What are the limitations?
There are restrictions on the ability of a bidder to acquire 30% of the shares of the target. Such an acquisition is prohibited unless: (i) it is from a single shareholder; (ii) it precedes the making of a recommended offer; or (iii) it follows the announcement of an offer by the bidder that is recommended or after the first closing date of that offer (but in the latter case only if there is no outstanding UK or European Commission anti-trust condition). If 30% or more is acquired, a “Rule 9” offer must be made (see question 2.5).
6 Deal Protection 6.1
Are break fees available?
The Takeover Panel will permit the payment of a break fee provided that certain conditions are met. The maximum that can be committed is 1% of the value of the target at the offer price and the Panel will require confirmation from the target board and its financial advisers that payment of the fee is in the interests of shareholders. The Panel’s objection to the payment of larger break fees is based on the broader principle that a target board must not take any action to frustrate an offer (see question 8.2). There are also legal objections (based on the prohibition on a public company providing financial assistance for the acquisition of its shares). 6.2
Can the target agree not to shop the company or its assets?
United Kingdom Takeover Code and the Panel’s approach to the application of the rules. The rules specifically prohibit the inclusion of subjective conditions. They go further, however, and require that a condition may only be invoked (i.e. used to justify the bidder withdrawing from the offer) if the relevant event is material to the bidder in the context of the bid. This is interpreted by the Panel (whose agreement is effectively required if a condition is to be invoked) to require a very high level of materiality. For practical purposes, bidders should assume that the conditions will only protect them in the most extreme circumstances. 7.2
What control does the bidder have over the target during the process?
The bidder has control over the target only by stipulated detailed conditions. While those may not provide protection against matters outside the control of the target, the Panel would not allow a target to undertake actions that would breach the conditions, using for this purpose its right to prevent frustrating action (see question 8.2). 7.3
When does control pass to the bidder?
Control will pass to the bidder when the offer is unconditional (if by way of takeover offer), or when the scheme of arrangement has been approved by the court. At this point, the bidder can control over 50% of the votes and can therefore remove the incumbent board (this is a statutory right). It would be very unusual for a target board to refuse to resign and insist instead on the convening of a shareholders’ meeting to remove them, knowing that their actions in the interim would be subject to close scrutiny by the new owner. 7.4
How can the bidder get 100% control?
There is no restriction on a target agreeing that it will not shop the company or its assets, provided the board is satisfied that to do so is in the interests of shareholders. However, the “no-shop” would be limited to active solicitation. It should not prevent a target responding to an unsolicited approach. As noted above (question 4.1), the Takeover Code requires the target to make equivalent information available to competing bidders.
See question 2.13.
6.3
A target board in receipt of a confidential approach regarding an offer is entitled to reject it without any disclosure to shareholders. As noted in question 4.2, it may become necessary for a public announcement to be made and, if so, the terms of that announcement must be communicated to target shareholders (and employees).
Can the target agree to issue shares or sell assets?
The target cannot agree to issue shares or sell assets as that would be regarded as actions designed to frustrate an offer (see question 8.2). 6.4
8 Target Defences 8.1
Does the board of the target have to tell its shareholders if it gets an offer?
What commitments are available to tie up a deal? 8.2
The rules in the UK do not allow the target to tie up a deal with a bidder. The permitted break fee is allowed only because it is not perceived as likely to inhibit competing bidders. It is, however, possible for the bidder to obtain irrevocable commitments from target shareholders.
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What deal conditions are permitted?
While it is common for bidders to include wide-ranging conditions in the terms of their offer, often with few or no materiality qualifications, the practical effect of these is limited by the
What can the target do to resist change of control?
One of the general principles on which the Code is based is that the board of the target must not deny shareholders the opportunity to decide on the merits of a bid. This is reflected in a detailed rule that prohibits the taking of any action that may result in an offer being frustrated (or shareholders being denied that opportunity). This means specifically that there must be, among other things, no issue of shares, material sale or acquisition of assets, or change of executive compensation. The prohibition is not absolute: the Panel may give consent, although it will do so usually only if the target shareholders approve the proposal. As a result, a board may defend itself using a recapitalisation or a material asset acquisition or disposal but shareholders will have an opportunity to choose between the
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board’s proposal and the offer terms. The unavailability of “technical” defences means that the target’s best defence is likely to be to communicate quickly and effectively the true potential of the company to produce value for shareholders. That may not defeat a bidder but should ensure that the price paid is a full one. 8.3
Is it a fair fight?
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10
Updates
10.1 Please provide, in no more than 300 words, a summary of any new cases, trends and developments in M&A Law in the United Kingdom.
All new cases and major developments have already been addressed in the previous sections.
The regime in the UK is one in which the shareholders hold sway. The restrictions on acquiring control (more than 30% ownership) through purchases ensure that the voice of the target board will be heard and it will have some (possibly not much) time to make its case for its own strategy. Ultimately, however, the success or failure of the bid will be decided by the shareholders’ judgment of where greatest value lies. The reader must decide whether that is fair.
William Underhill
9 Other Useful Facts 9.1
What are the major influences on the success of an acquisition?
The decisive factor in relation to a public M&A transaction is almost always value (see question 8.3). Apart from simply offering a full price, the successful bidder will be well prepared and adept in communicating its message. It will have made a careful appraisal of the anti-trust issues and present a carefully reasoned case to the authorities. 9.2
What happens if it fails?
If a bidder is unsuccessful, it will normally be prohibited from making (or publicly making any preparations for or indicating an intention to make) a further bid for a period of 12 months. There are exceptions that would allow a new bid that is recommended or is a response to a competing bid or follows clearance from the antitrust authorities.
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Joined firm: 1981. Partner since: 1990. Practice areas: Corporate and Commercial; Financing. William Underhill specialises in corporate finance, including securities issues and mergers and acquisitions, acting for leading international investment banks as well as for a number of major corporate clients on a wide range of transactions and advisory matters. He has acted on a number of privatisations and numerous acquisitions, disposals and public flotations. William has been an editor of ‘Weinburg & Blank on Takeovers’ since March 1995. He is head of the firm’s E-commerce and Technology, Media and Telecoms groups. William is the Chairman of the City of London Law Society Company Law Committee.
Slaughter and May is a leading international law firm with a worldwide corporate, commercial and financing practice. It has offices in London, Brussels, Hong Kong and Beijing as well as close working relationships with leading independent law firms around the world, which enable it to provide its clients with first class and seamless legal advice worldwide. Slaughter and May’s practice covers a wide range of areas including: Mergers and Acquisitions; Financing; Corporate and Commercial; Financial Regulation; Tax; Competition; Intellectual Property and Information Technology; Technology, Media and Telecoms; Commercial Real Estate; Environment; Dispute Resolution; and Pensions and Employment.
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