Co-Chair
Nicola Charlston
Co-Chair
Nicolas Piaggio
Corporate and M&A Law Committee
The Corporate and M&A Law Committee aspires to be the leading global forum for the education, exchange of know-how and networking of corporate, corporate compliance, private equity and M&A practitioners around the world.
About the Committee
Corporate law is central to every modern economy, whether developed or developing.
Internationalisation and globalisation of economic activity make corporate law and mergers and acquisitions issues central to the practice of business law.
The Corporate and M&A Law Committee aspires to be the leading global forum for the education, exchange of know-how and networking of corporate, corporate compliance, private equity and M&A practitioners around the world.
The Committee pursue our goals through three main initiatives:
- The organisation of regular (annual or bi-annual) M&A specialist conferences around the globe.
- The online publication of country-by-country legal guides on important corporate and M&A related topics.
- The offering of a comprehensive programme of interactive panels and events during the IBA Annual Conference, with educational sessions aimed at more junior fellow attorneys, highly sophisticated panels for the more seasoned professional and a committee dinner that regularly draws over 200 M&A practitioners from around the world.
The Committee presents sessions at IBA Annual Conferences on methods of delivering legal education, including skills training and electronic presentation. It also presents programming on other issues of great importance to law schools, such as accreditation, job placement of graduates and the role of law schools in continuing the professional development of their graduates. In addition, the committee organises law book donations to law faculties in developing countries and contributes to the IBA developing bar conferences when appropriate. The committee publishes a newsletter annually.
Committee podcasts
Podcast: Brazilian private equity
How is private equity navigating the current market, with its high inflation and interest rates and with risk aversion being a dominant force in so many markets around the globe? To find out and to assess the situation in Brazil in particular, Camila Goldberg, Secretary of the IBA Corporate Membership Subcommittee, interviewed Rodrigo Boscolo, Managing Director and Chief Financial Officer at GP Investments, an alternative investment firm established in 1993.
Forthcoming conferences and webinars View All Conferences
21st Annual International Mergers & Acquisitions Conference
05 Jun - 06 Jun 2024
New York , USA
Developing a successful corporate and M&A practice
27 Jun 2024 1300 - 1400 BST
Webinar
IBA Annual Conference Mexico City 2024
15 Sep - 20 Sep 2024
Mexico City , Mexico
IBA Private Equity Transactions Symposium 2024
17 Oct 2024
London , England
Young Lawyers Private Equity Forum 2024
17 Oct 2024
London , England
Asia Pacific Mergers & Acquisitions Conference
24 Oct - 25 Oct 2024
Tokyo , Japan
Publications
Deferred consideration by ‘foreign owned or controlled’ Indian companies – regulatory overhang
After the Reserve Bank of India issued notices to a few ‘foreign owned or controlled’ Indian companies for deferring part of the consideration payable in regard to their downstream investments in other Indian companies, Indian transaction advisors are faced with a dilemma. Structuring deals with deferred consideration for acquisitions through ‘foreign owned or controlled’ Indian companies has become a risky proposition. This article argues that a complete ban on this practice is not only commercially impractical, but also potentially misaligned with the original regulatory intent.
Released on May 14, 2024
The same, but different? The new Flexible Capital Company in Austria
The introduction of the Flexible Capital Company (Flexible Kapitalgesellschaft, FlexCo) as a new form of company, as of 1 January 2024, constitutes a landmark moment in the history of Austrian corporate law. The FlexCo has many similarities to the Gesellschaft mit beschränkter Haftung (GmbH), which is the standard domestic private limited liability company that was introduced over a century ago. In fact, the FlexCo Act contains a general reference to the provisions applicable to the GmbH for all matters not regulated therein. After five years of political negotiations over several legislative periods, Austria introduced the FlexCo to provide a dynamic, ‘flexible’ alternative to the GmbH, in particular, to address the needs of the entrepreneurial founder community. In addition, the introduction of the FlexCo has also prompted a number of changes to other Austrian regulations.
Released on May 14, 2024
Securing your stake: navigating minority shareholder rights in Spanish sociedades limitadas
This article explores the essential rights of minority shareholders in Spain’s venture capital and private equity sectors, focusing on the integration of statutory protections and negotiated contractual rights within investment agreements. By detailing both the statutory and contractual frameworks available, this paper explains how these rights safeguard investments and promote equitable participation, thereby enhancing the attractiveness of Spanish markets to foreign investors.
Released on May 14, 2024
The revenge of the ‘Russia roulette’ clause
Imported into Italy, France and Europe from the Anglo American legal practice to solve the crisis of governance in 50/50 joint ventures, after a period of slow use, the ‘Russian roulette’ clause has taken its revenge through several recent court decisions, which have confirmed its validity under Italian and French law.
Released on May 14, 2024
Subcommittees and other groups
The Corporate and M&A Law Committee also coordinates the activities of the following subcommittees/working groups.
- Corporate and M&A Law Committee Advisory Board
- Corporate Governance and Activism Subcommittee
The Corporate Governance Subcommittee of the Corporate and M&A Law Committee is responsible for reviewing corporate governance issues and trends and encourages and promotes knowledge-sharing among its members, through publications and participation in conferences.
- Corporate Membership Subcommittee
The Current Legal Developments Subcommittee (CLD) of the Corporate and M&A Law Committee provides updates and analysis on legal developments to practitioners and other parties interested in international corporate and M&A law. The focus is on current trends and anticipated changes in the law affecting corporate and M&A practice.
- Private Equity Subcommittee
The Private Equity Subcommittee (PE) of the Corporate and M&A Law Committee provides updates and analysis on legal developments to practitioners and other parties interested in international private equity law.
Projects and reports
Takeover Guide 2023
This latest edition of our guide on takeovers aims at presenting an overview of takeover rules in 20 countries, divided by jurisdiction. In some jurisdictions, there have been substantial changes in recent years as a result of the influence of prominent authorities, as well as regulatory action, in order to preserve a delicate balance between the interests of various stakeholders.
Foreign direct investment guide 2022
The Corporate and M&A Law Committee has produced a new guide covering the highly relevant topic of foreign investment control across 29 countries. This guide is intended to offer practitioners easy access to the relevant applicable rules, answering, in a consistent fashion across jurisdictions, the most frequently raised questions in relation to foreign direct investment (FDI) rules relevant to M&A transactions. To further facilitate research work, each national report includes an alphabetical index of the key relevant topics. The guide is up-to-date as of mid-2022.
Minority shareholder rights guide 2022
The Corporate and M&A Law Committee has prepared a minority shareholder rights guide with chapters for over 20 countries around the world. This guide is intended as a high-level, practical guide for practitioners who are looking for an introduction to the laws of each relevant jurisdiction relating to the rights of, and protections for, minority shareholders. The guides include a summary of those rights and the percentage threshold at which the various protections become available. The guide has been updated for 2022.
Corporate and M&A Law/Corporate Counsel Forum: Directors’ Duties Checklist
The Directors' Duties Checklist is a joint project of the Corporate and M&A Law Committee and the Corporate Counsel Forum.
The checklist provides a practical perspective on the duties of directors imposed by jurisdictions around the world and includes an overview of the applicable statutory and regulatory regime in each jurisdiction.
IBA Corporate and M&A Law Committee Legal Due Diligence Guidelines
The IBA Corporate & M&A Law Committee, with contributions from a significant number of IBA Committees across various areas of practice, has published a set of guidelines for conducting legal due diligence investigations in the context of M&A transactions.
The objective of these guidelines is to provide useful information on topics that are relevant in M&A legal due diligence, as well as practical guidance for conducting well-organised due diligence processes. In this regard, these Guidelines are intended to serve as an overview and baseline to legal practitioners around the world, promoting a broader comprehension of what would be expected by clients and, therefore, helping to improve the quality of due diligence investigations.
Financial assistance guides 2022
The Corporate and M&A Law Committee has updated its financial assistance guide with chapters for more than 35 countries around the world. This guide is intended as a high-level, practical guide for practitioners who are looking for an introduction to the laws of each relevant jurisdiction relating to financial assistance when purchasing shares.
Negotiated M&A guides 2022
The Corporate and M&A Law Committee has updated its negotiated M&A guide with chapters from more than 40 countries. The negotiated M&A guides deal with negotiated acquisitions of private companies and are aimed at providing a general overview of acquisition structure options and the essential provisions contained in a standard acquisition agreement in each jurisdiction. The material is intended as a high-level, practical guide for practitioners and others who are looking for an introduction to the laws of each relevant jurisdiction relating to negotiated acquisitions.
Join us on LinkedIn
If you are a member of the Corporate and M&A Law Committee, for additional networking opportunities, programs, interviews with fellow members and tips all exclusive to members, join our LinkedIn page at: https://www.linkedin.com/groups/12836252/.