Note from the Editors: Corporate and M&A Law Committee July 2020

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Guy Harles

Co-Chair, Corporate and M&A Law Committee

guy.harles@arendt.com  

André Dufour

Co-Chair, Corporate and M&A Law Committee

adufour@blg.com

Dear friends and colleagues,

The last several months have brought quite a change for all of us in our professional daily life. Even though a pandemic has always been a theoretical risk, considered by health authorities and insurance companies in their models, few of us had given serious consideration to the thought that a pandemic would hit us.

We have now been confined to home working for quite some time and a return to our offices will happen only gradually. And as we write this, there remains the possibility of a second wave of the pandemic. As such, nobody knows how long this whole crisis may last.

Merger and acquisition activity has by all means decreased dramatically around the world, and many of the deals we have been working on will have been postponed until 2021 at the earliest. In private equity fund managers are having difficulties with fundraising, roadshows have been cancelled and investors are reluctant to commit. Managers are busy navigating changing business models and for those industries that have been most affected by the pandemic, such as tourism, travel and hospitality, are fighting for survival.

There are however also industry winners in this new environment. General and board meetings have needed to be organised in a virtual environment. Pharmaceutical companies are seeing positive growth on the stock market. Questions on issues of corporate governance have been numerous. And finally material adverse changes and force majeure clauses have been widely considered. Litigation and insolvencies have increased.

As a committee our activities have been hampered by the pandemic. All of our specialised conferences, into which a lot of work was invested by the organisers, had to be postponed. Some were replaced by virtual meetings. Indeed, the IBA’s Annual Conference in Miami has been postponed until 2022, and will be replaced this year by virtual events spread over several weeks.

Our virtual meetings so far have been a huge success. They will, however, never replace the experience of a personal meeting, the benefit of interacting during coffee breaks and spontaneous discussions at a conference. Ours is a people’s business where personally knowing your counterpart is important. It is our sincere hope that we will soon be able to resume a more normal way of life, at the same time acknowledging that some old habits need to be replaced by a more environmentally-friendly and more responsible way of living and working.

These above developments all raise innumerable legal questions. We are therefore very pleased and grateful that important topics have been addressed and discussed by distinguished members of our Committee from various jurisdictions in the articles linked to this eBulletin. Given the impressive response to our Committee’s call for contributions, we will be able to send out another eBulletin shortly, which will contain the second group of articles produced by the Committee.

While our way of working and our activity has changed dramatically, so has the world around us. Freedom of movement has been restricted. Privacy has suffered with the introduction, for good reason, of tracing apps. Freedom of speech has been limited in a number of jurisdictions. As lawyers it is also our duty to uphold the rule of law, individual freedom and our values, even or perhaps especially in times of crisis. This is also what our Committee and the IBA as a whole stands for.

We wish you all good health and to see you again soon.

Kind regards,

Guy Harles and André Dufour

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