The Art of Acquisition, Third Edition
This third edition further explores the area following the partial harmonisation of takeover regulation within the European Union since the introduction of the European Takeover Directive and is an exhaustive reference source for anyone preparing, participating in and responding to takeover activity in the EU. Chapters have been fully updated with the latest regulations and case law in the featured jurisdictions, and new chapters have been added addressing key topics such as ESG and M&A and collusion.
This title will prove to be an invaluable guide for practising professionals and academics studying this area of law. Written by leading legal and banking professionals, and academics from across Europe, European Takeovers will help you navigate national takeover legislation and its implementation, and discusses recent ground-breaking and controversial takeovers from across the Continent. Notable transactions examined include Akzo Nobel-PPG, Syngenta-ChemChina, Actelion-J&J, Celesio-McKesson, Abertis-ACS/Atlantia and SAB Miller-AB InBev.
Table of Contents
|Table of contents||3|
|The impact of ESG on takeovers||7|
|Creeping acquisitions in Europe||39|
|Collusion and other deviations from the highest price paid rule||53|
|About the authors||403|
|About Globe Law and Business||413|
João Diogo Barbosa
Trainee lawyer, Abreu Advogados
João Diogo Barbosa has been a trainee lawyer at Abreu Advogados since 2021. He holds a law degree in the Faculty of Law of Porto University and is taking a master’s degree in Law and Management at NOVA University of Lisbon.
During his internship, he has worked primarily in finance and corporate law, focusing on M&A transactions, particularly on matters related to acquisitions, mergers, spin-offs, corporate restructuring, asset purchases, as well as financing operations, restructuring of distressed debt and regulatory matters, including processes for authorisation of regulated entities before the supervisory entities, as well as advising on matters related to banking products, financial brokerage services or payment services.
He has been a co-author of articles on startup funding, crypto assets and other financial matters.
Postdoctoral researcher, Università degli Studi di Milano
Federica Cadorin is a postdoctoral researcher and lecturer at University of Milan and a scholarship fellow of Fondazione Fratelli Confalonieri. Her research focuses on M&A law, corporate governance and securities regulation.
She holds a degree in law summa cum laude (2017) and a PhD in business law (2021) from the University of Milan. She also was a visiting researcher and a fellow of the Program on Corporate Governance at Harvard Law School (2020).
Federica has authored publications on the selfinsider under the Market Abuse Regulation (2019), collusion in mandatory bids (2020) and put options under the leonine pact prohibition (2022). She has been speaker at several conferences and seminars.
She is a member of the Italian Bar Association and practises in corporate and M&A matters.
Counsel, Hengeler Mueller Partnerschaft von Rechtsanwälten mbB
Matthias Cloppenburg is a counsel in Hengeler Mueller’s Düsseldorf office. Matthias studied law at the University of Bonn and holds an LLM degree from Fordham Law School in New York City.
Matthias, who joined Hengeler Mueller in 2012, advises corporate and private equity clients on a broad range of corporate matters, on corporate reorganisations and public takeover offers. His advisory work has a particular emphasis on public takeovers, subsequent integration and structural measures such as squeeze-outs and domination agreements.
He was, inter alia, involved in advising Fortum on its takeover offer to the shareholders of Uniper SE and KKR on the takeover offer to the shareholders of GfK SE and the subsequent squeeze-out of the remaining minority shareholders.
Christiaan de Brauw
Partner, Allen & Overy LLP
Christiaan de Brauw is a partner in the corporate department of Allen & Overy, Amsterdam. He specialises in corporate law and M&A transactions, with a strong focus on public M&A. He has a wide range of experience in public M&A, including friendly and contested scenarios, acting for bidders, targets, controlling and large shareholders and investment banks. He also regularly advises on corporate governance, securities laws and shareholder activism.
Christiaan is a fellow at the Business and Law Research Centre of the Van der Heijden Institution for Corporate Law of the Nijmegen University and teaches regularly on public M&A and related matters. He has published the comprehensive textbook on Dutch public takeovers.
Partner, Cleary Gottlieb Steen & Hamilton LLP
Rodolphe Elineau’s practice focuses on corporate and financial matters, including public and private M&A and corporate governance. Rodolphe advises both French and foreign companies on strategic and complex transactions. He also frequently advises listed companies on corporate governance matters and in connection with their general shareholders’ meetings, as well as on shareholder activism matters.
Rodolphe has written several articles on the various aspects of capital markets, published in French and US law reviews.
His recent work includes advising Veolia in its public takeover of Suez, as well as related divestments; Attestor (as part of a consortium including Volkswagen and Pon) in its public takeover of Europcar; General Mills in its sale of its European operations to Sodiaal; Worldline in its public takeover of Ingenico; Capgemini in its public takeover of Altran Technologies; and Thales in its public takeover of Gemalto, as well as related divestment of its general-purpose hardware security module business to Entrust Datacard.
Professor of corporate law, University of Oxford
Luca Enriques is the professor of corporate law at the University of Oxford Faculty of Law, a research fellow and a director of the European Corporate Governance Institute and a fellow academic member of the European Banking Institute. He has published widely in the fields of comparative corporate law and financial regulation. Representative publications include The Anatomy of Corporate Law (with Reinier Kraakman and others) and Principles of Financial Regulation (with John Armour and others).
Luca has held visiting positions, among others, at Harvard Law School (as Nomura Professor of International Financial Systems in 2012–13), the University of Cambridge Faculty of Law, Columbia Law School and Sydney Law School. Between 2007 and 2012 he was a commissioner at Consob, the Italian SEC. Before joining the Oxford Faculty of Law, he held permanent academic positions at the University of Bologna (1999–2007) and at LUISS Guido Carli University in Rome (2013–14).
Alejandro Fernández de Araoz
Partner, Araoz & Rueda
Alejandro Fernández de Araoz is a partner in the corporate department of Madrid-based law firm Araoz & Rueda. He co-founded Araoz & Rueda in 1994 after five years as an associate at Estudio Legal (1987–1992), where he acquired experience in corporate, banking, capital markets and competition. Having graduated from Universidad Complutense de Madrid, he obtained LLM degrees at the London School of Economics and NYU School of Law. He has been a visiting researcher at Harvard Law School and at Ludwig-Maximilian University in Munich. He earned his PhD (summa cum laude) from Universidad Complutense de Madrid on issues dealing with investor protection. Alejandro has developed his practice advising in general corporate and commercial matters and, especially, in M&A and Capital Markets, where he has extensive experience and has written and lectured on a broad variety of legal and practice topics, having also taught corporate and commercial law at Complutense University in Madrid for a number of years. Furthermore, he regularly advises in M&A, corporate litigation and restructuring/insolvency matters.
Partner, Rymarz Zdort Maruta
Łukasz Gasiński is a legal adviser admitted to practice in Poland, a US-qualified attorney, a partner in the corporate department of Rymarz Zdort Maruta and the head of the regulatory team. He joined Rymarz Zdort, formerly known as Weil, Gotshal & Manges – Pawel Rymarz sp.k., in 2002. In 2003, he obtained a PhD from the Faculty of Law and Administration of the University of Warsaw, and in 2016 he was awarded the title of doktor habilitowany. He was admitted to the Bar Association of the State of New York in 2004 and qualified as a Polish legal adviser in 2009. A specialist in corporate law and securities law, Łukasz has participated in significant privatisation projects, corporate restructurings and public M&A transactions. He has also advised leading financial institutions on regulatory matters and proceedings before the PFSA (KNF). Łukasz lectures on commercial law at the University of Warsaw. He has authored more than 40 publications. He has been recognised by numerous international legal rankings.
Professor of law, Rutgers Law School
Mateo Gatti is professor of law at Rutgers Law School where he teaches business and financial law courses. The author of a book on tender offers, his scholarly articles have been published in American law journals (including Journal of Corporation Law, North Carolina Law Review, Hastings Law Journal, Stanford Journal of Law, Business and Finance and Columbia Journal of European Law), as well as in European, British, and Italian ones. Matteo received his JD summa cum laude from the University of Milan, his LLM from Harvard Law School, and his SJD from the University of Brescia.
He began his teaching career at the University of Milan School of Law. After receiving his LLM, he taught securities regulation, mergers and acquisitions, and corporate finance, as an assistant professor at the University of Milan–Bicocca School of Law. Before academia, Matteo practised corporate and M&A law in New York, Italy and Russia, and worked as in-house counsel for a media company.
Senior associate, Allen & Overy LLP
Matthew Hamilton-Foyn is a senior associate in the M&A team of Allen & Overy in London. Matthew advises a range of UK and international corporates and financial sponsors on public takeovers, complex private M&A and joint venture transactions and general corporate matters. Matthew has particular expertise in UK public takeovers and was seconded to the UK Takeover Panel as a case officer between 2014 and 2016. During his time at the panel, Matthew regulated a large number of takeovers, investigations and other transactions governed by the UK Takeover Code and was also involved in formulating panel policy and regulatory strategy.
Partner, Schellenberg Wittmer Ltd
Pascal Hubli is a partner in Schellenberg Wittmer’s M&A group in Zurich. His practice focuses on M&A and capital markets transactions, public takeover law, corporate restructurings, complex corporate and commercial law matters, contract law and stock exchange law. Pascal has wide experience in advising national and international listed and non-listed companies as well as entrepreneurs and investors from various industries. He studied law at the Universities of Zurich and Geneva, as well as at the University of Sydney (LLM, 2010) and was admitted to the Bar in Switzerland in 2007.
Klaus R Ilmonen
Partner, Hannes Snellman Attorneys Ltd
Klaus Ilmonen is a partner and head of capital markets, Finland, with Hannes Snellman Attorneys Ltd. His practice includes equity capital markets, public takeovers and other corporate transactions of public corporations. He is a professor of practice in commercial law at the Swedish School of Economics in Helsinki (Hanken) and has participated in drafting Finnish takeover regulations and in advising ESMA on EU corporate finance regulation. Klaus holds a doctorate in law from the University of Helsinki and an LLM from the Columbia University School of Law and has been a visiting researcher at Harvard Law School. He has also practised US securities law in London. He has served as an officer with Finnish forces in Afghanistan and elsewhere.
Lawyer, Legali Riuniti Lex
Gianluca Leotta is a lawyer specialised in venture capital, M&A, IT and corporate finance. He holds a degree in law and an Executive MBA in private equity from MIP International Business School Milan Polytechnic. He started his career very young, becoming one of the pioneers of the Italian ‘new economy’.
Gianluca has significant experience in several fields of corporate law with a focus on IT, M&A transactions and the structuring of private equity and venture capital deals. In the last 18 years, he has been involved in turnaround operations in M&A transactions, in the establishment of private equity funds and in the structuring of investment transactions in the non-performing loan and real estate sector. He is known in the Italian market as a deal maker in private equity and venture capital with an important background in the creation of innovative solutions for investors and shareholders. Gianluca also assists private and listed companies in the M&A, corporate strategy, IT and internet sectors due to the strong knowhow acquired.
Of counsel, Abreu Advogados
Jorge Morais is an of counsel at Abreu Advogados and works primarily on matters related to finance and banking. He has extensive experience advising banking operations and was, among other positions, the legal director at Crédit Lyonnais Portugal, Finibanco and Caixa Económica Montepio Geral.
Jorge focuses his work on matters related to banking law, specifically on regulation aspects, which he followed closely for many years in banking groups, and in stock market law. Throughout his career, he has led highly complex proceedings, in particular, the reorganisation of banking groups, as well as the organisation and structuring of issuing financial instruments, namely shares, bonds, commercial paper and structured products by private or public subscription.
Jorge is also a co-author of the Portuguese Securities Code in Commentary and Manual of Banking and Financial Contracts.
Partner, Schellenberg Wittmer Ltd
Lorenzo Olgiati heads Schellenberg Wittmer’s M&A group in Zurich. His practice focuses on domestic and cross-border mergers and acquisitions, public takeovers, securities and stock exchange regulation, private equity transactions and other significant corporate and commercial matters, including advice on ESG and corporate governance matters. His clients include Swiss and international private and listed companies, including multinational groups of companies, institutional investors, entrepreneurs and Swiss public authorities.
Lorenzo is consistently ranked as a leading corporate/M&A practitioner in professional registries such as Chambers Global, where he is described as “extremely responsive, client focused, deal oriented and quick”. Lorenzo studied law at the University of Zurich (Dr. iur. summa cum laude, 1995) and Georgetown University, Washington DC (LLM, 1997, with Distinction). He is a member of the Swiss and Zurich Bar Associations and serves as an officer of the International Bar Association’s Corporate and M&A Law Committee.
Pedro Pais de Almeida
Partner, Abreu Advogados
Pedro Pais de Almeida is a partner in the corporate and M&A and tax practice areas at Abreu Advogados. He is also the coordinating partner of Abreu Advogados’ Spanish desk and the head of the sustainability committee.
Pedro has given legal and tax advice on M&A transactions in diverse sectors, as well as on transactions related to foreign investment in Mozambique and has extensive experience in tax arbitration proceedings and is a referenced arbitrator at CAAD – Administrative Arbitration Center.
He also has considerable international experience, being the current president of FALP – Federação dos Advogados de Língua Portuguesa, the Federation of Portuguese Speaking Lawyers, as well as a member of the executive committee of the International Section of the New York State Bar Association.
Pedro has held several positions in international lawyers’ organisations, including UIA’s Presidency – International Lawyers Association (Union Internationale des Avocats) and chairman of the Advisory Board for Consulegis.
Pedro is also a co-author of the 2010 Practice Corporate Income Tax (JusPrático IRC 2010) and the 2011 Practice Corporate Income Tax (JusPrático IRC 2011).
Partner, Gernandt & Danielsson Advokatbyrå KB
Fredrik Palm is a partner and co-head in the corporate/M&A and ECM department of Gernandt & Danielsson in Stockholm. Fredrik holds degrees in law and finance, and has a broad range of experience from over 20 years of transactions within multiple practice areas, including equity capital market offerings, privately negotiated acquisitions and divestitures, public takeovers, joint ventures and private equity/venture capital investments.
Fredrik has led Gernandt & Danielsson teams on a number of public takeover transactions in a variety of sectors, such as Evolution Gaming’s offer for NetEnt, Ramsay Générale de Santé’s offer for Capio, Stanley Black & Decker’s offer for Niscayah Group, GE Aviation’s offer for Arcam, Alfa Laval’s offer for Munters, Providence’s offer for AcadeMedia, MAN’s offer for Scania, AOL’s offer for TradeDoubler, Radisson Hospitality in connection with the mandatory public offer from a consortium led by Jinjiang, Tribona in connection with competing offers from Catena and Corem and Axis in connection with the offer from Canon. Fredrik is ranked by Chambers and Legal 500. He is a member of the Swedish Bar Association and also of NGM Stock Exchange’s Disciplinary Committee.
Rikke Schiøtt Petersen
Partner, Gorrissen Federspiel
Rikke Schiøtt Petersen has extensive experience with and advises on all aspects of capital markets transactions, public and private M&A as well as advisory work on securities law and corporate law aspects including corporate governance and executive remuneration. Her clients cover large corporations, private equity funds, investment banks and institutional investors.
Rikke is recognised as a leading capital markets lawyer in Denmark and has consistently been top ranked by Chambers Global, Chambers Europe, Legal 500 and IFLR1000. Clients have referred to her as “absolutely outstanding and gives really good advice. She always goes the extra mile just to give you an extra bit of background information” and she is praised for her “strong legal skills, high attention to detail and experience of large transactions” and “very deep knowledge and hard work to support us”.
Rikke is a member of the Danish Corporate Governance Committee and on the Danish Commerce and Companies Appeals Board.
Partner, NautaDutilh BV
Philippe Remels is a partner in the corporate/M&A and capital markets department of NautaDutilh BV in Brussels. He has extensive experience in corporate law, cross-border (private and public) M&A, corporate restructurings, joint ventures and private equity transactions. He also specialises in equity capital markets transactions (initial public offerings, rights issues and private placements). He holds a law degree from the University of Leuven and an LLM from the University of Cambridge.
Partner, Arendt & Medernach
Laurent Schummer is a partner and a member of the Corporate Law, Mergers & Acquisitions, the Private Equity & Real Estate and the Capital Markets practices of Arendt & Medernach. In addition to general company law, mergers and acquisitions, joint ventures and group restructuring matters, Laurent also handles takeover, equity offering and listing matters. He has been a member of the Luxembourg Bar since May 1998.
Laurent is a standing member of the Mergers and Acquisition commission of the Union Internationale des Avocats. He is a lecturer in corporate law at the University of Luxembourg. Prior to joining Arendt & Medernach, he was a partner at Linklaters LLP, Luxembourg which he joined in 1997. Laurent holds a master’s degree in law from the Catholic University of Louvain (Belgium) as well as an LLM from the University of Chicago Law School. His languages are English, French, German and Luxembourgish.
Senior associate, Legali Riuniti Lex
Carla Talarico is a senior associate in the Milan office of Legali Riuniti Lex. Her practice focuses on corporate law and M&A transactions. Carla has notable experience in technology law gained by providing legal and regulatory assistance to Italian and international clients operating in the IT, digital innovation, ecommerce and online advertising sectors, supporting them in extraordinary operations and in the related obligations, as well as in the ordinary management of the companies. She is also passionate about new fields of finance.
Isabel Pinheiro Torres
Associated partner, Abreu Advogados
Isabel Pinheiro Torres is an associated partner in Finance and Corporate and M&A practice areas at Abreu Advogados. She holds a Master of Law in international financial law from King’s College and in company law and business from Portuguese Catholic University.
Isabel works primarily in the areas of finance and corporate law. In addition, she focuses particularly on financing operations and regulatory matters, including, for instance, processes for authorisation of regulated entities before the supervisory entities, restructuring transactions as well as on advising on matters related to banking products, financial brokering services, payment services or insurance.
Between 2010 and 2013, Isabel did a secondment at a high-profile banking institution, advising the project finance teams.
Senior associate, Allen & Overy LLP
Olivier Valk is a senior associate based in Amsterdam specialising in M&A transactions involving listed companies. He has a wide range of experience, advising clients on a variety of matters such as public M&A, shareholder activism and Dutch securities laws.
He joined Allen & Overy in 2011 after obtaining an LLM from Utrecht University, the Netherlands, and Durham University, United Kingdom. From October 2017 until October 2018 Olivier worked in Allen & Overy’s Tokyo office advising on inbound and outbound M&A projects.
Paul Van Hooghten
Of counsel, Jones Day
Paul Van Hooghten is a Belgian-qualified lawyer admitted at the Bar of Brussels and of counsel in the M&A group of Jones Day in Brussels. He advises on corporate law in general and corporate governance and international and domestic public and private M&A in particular. He has more than 35 years of experience and has worked in Belgium and New York City. Before joining Jones Day he was for many years a partner at Linklaters LLP, Brussels.
His clients include private equity houses, multinational companies and financial institutions. He is author of several publications on corporate and commercial law and is a regular speaker at conferences. Paul is also a guest lecturer at the University of Brussels and a director and officer of the American Chamber of Commerce in Belgium. He is ranked in various directories including Chambers, WWL and Legal 500. He holds a law degree from the University of Leuven (Belgium) and a MCL from the University of Illinois at Urbana-Champaign (USA).
Partner, Schellenberg Wittmer Ltd
Martin Weber is a partner in Schellenberg Wittmer’s corporate/M&A group in Zurich. His main areas of practice are private and public mergers and acquisitions, capital markets, corporate governance and corporate restructurings. He has extensive experience in advising publicly listed and closely held companies, including multinational corporate groups, on cross-border mergers and acquisitions, including public takeovers. He also regularly assists clients on a variety of other international business transactions, including joint ventures and stake building in publicly listed companies. He is the co-editor of takeoverpractice.ch, Schellenberg Wittmer’s innovative website on Swiss takeover law. Following his legal studies at the University of Zurich, Martin was admitted to the Bar in Switzerland in 1986. He earned his LLM from the University of Chicago Law School in 1988, before joining Schellenberg Wittmer. In 1993, he graduated as a doctor of law from the University of Zurich.
Partner, Rymarz Zdort Maruta
Jakub Zagrajek is an advocate admitted to practice in Poland and a partner in the corporate department of Rymarz Zdort Maruta. He joined Rymarz Zdort, formerly known as Weil, Gotshal & Manges – Pawel Rymarz sp.k., in 2009. In 2010, he graduated from the Faculty of Law and Administration of the University of Warsaw, as well as from the Faculty of Finance and Accounting of the Warsaw School of Economics. In 2015, he obtained a PhD in company law from Akademia Leona Kozminskiego in Warsaw. He is a CFA® charterholder.
A specialist in commercial law and capital markets regulations, Jakub has participated in public and private M&A transactions in Poland, IPOs and SPOs, as well as public offerings of debt securities listed on Polish and foreign regulated markets. He also advises WSE-listed public companies on issues involving trading in financial instruments and issuer disclosure obligations on a regular basis.
Counsel, Arendt & Medernach
Serge Zeien is a counsel in the Finance and Capital Markets practice of Arendt & Medernach. He specialises in capital markets regulations and securities law.
Serge advises clients on the entire range of debt and equity capital markets transactions, including debt issuance programmes, securitisation, structured products, equity offerings, takeovers, buy-backs and tender and exchange offers. He also advises on securities listing and admission to trading on the Luxembourg Stock Exchange, and on the regulatory compliance and corporate governance matters that arise from such listings. Serge was admitted to the Luxembourg Bar in 2012 and holds the title of Candidate Civil Law Notary (candidat-notaire). He holds a master of laws degree from the Université Catholique de Louvain (Belgium).