Publications for Corporate and M&A Law Committee

  • Subject
  • Year
March 2026 updates to Romania’s FDI screening regime: more clarity and simplification

Romania’s foreign direct investment (FDI) screening regime has been further refined through Emergency Government Ordinance No 17/2026, introducing measures aimed at enhancing legal clarity, strengthening national security safeguards and aligning the national framework with the EU cooperation mechanism established under Regulation (EU) 2019/452. The amendments expand the scope of review to include asset acquisitions in sensitive sectors, increase the notification threshold and introduce procedural simplifications such as shorter review timelines and full digitalisation of the filing process. By clarifying the interaction between FDI screening and merger control, and introducing targeted exemptions for certain intra-group restructurings, the revised framework seeks to reduce administrative burden while improving predictability for investors and authorities alike.

Released on Mar 20, 2026

The M&A technology landscape in Turkey

This article examines the M&A technology landscape in Turkey, analysing record transaction volumes in 2025, the regulatory framework governing merger control and sector-specific approvals, and critical due diligence considerations. It provides a practical guide for domestic and cross-border transactions in the Turkish technology, media and telecommunication sector.

Released on Mar 13, 2026

Venezuela’s new opening: buying low in a supervised transition

Venezuela is entering an extraordinary, tightly managed second opening. President Nicolás Maduro’s capture and imprisonment in the United States on 3 January 2026, and the swift transfer of power to interim president Delcy Rodríguez, have created a transition in which politics, law and investment are all being reshaped under explicit US supervision.

Released on Mar 13, 2026

Understanding purchase price mechanisms: earn-outs and deferred consideration

Earn-outs and deferred consideration are widely used mechanisms to bridge valuation gaps in M&A transactions, but they often give rise to disputes if not carefully structured. This article examines the practical, legal and behavioural risks associated with earn-outs; it also explains how precise drafting and balanced incentives can help align buyer and seller expectations post-closing.

Released on Mar 13, 2026

The impact of AI on M&A transactions: opportunities, risks and emerging market practices

This article examines the impact of artificial intelligence on M&A transactions across the full deal cycle, identifying the principal opportunities – including enhanced due diligence, accelerated document drafting and improved deal analytics – alongside the material risks arising from its adoption, notably accuracy concerns, professional de-skilling and the homogenisation of market behaviour. It further considers emerging market practices and governance frameworks being developed to ensure the responsible integration of AI into legal practice.

Released on Mar 13, 2026

Switzerland’s first FDI screening framework: what M&A practitioners need to know

In December 2025, the Swiss Parliament adopted the Federal Act on the Screening of Foreign Investments (ISA), introducing a targeted approval requirement for certain acquisitions by foreign state-controlled investors in sensitive sectors. While deliberately narrow in scope, the ISA adds a distinct regulatory consideration for cross-border M&A transactions involving Swiss targets.

Released on Mar 13, 2026

The end of treaty shopping? How India’s Tiger Global judgment is reshaping PE and VC exit structures

The Supreme Court of India’s (Supreme Court) judgment in Tiger Global marks a significant development in the taxation of cross-border private equity (PE) and venture capital (VC) exits. Traditionally, PE and VC investors structured India-bound investments through intermediary holding companies set up in tax-friendly jurisdictions. These structures were widely accepted under earlier jurisprudence and provided meaningful certainty for international tax planning. Tiger Global departs from this tradition in important respects.

Released on Mar 13, 2026

Romania’s FDI screening regime - from security filter to strategic deal consideration

Romania’s FDI screening regime has evolved from a narrow national security safeguard into a central strategic consideration in transaction planning, due to its broad scope, low thresholds and assertive enforcement. With applicability extending to EU and domestic investors, and significant sanctions for non-compliance, FDI analysis has become a critical component of deal structuring and risk management.

Released on Mar 12, 2026

Navigating LLC exits in Ukraine - the right of withdrawal and its practical implications

The right to withdraw (exit) from a Ukrainian LLC is a nuanced legal instrument that simultaneously safeguards minority participants (shareholders) and preserves business continuity. This article offers a practical overview of the statutory thresholds governing withdrawal from an LLC, the procedural mechanics of an exit, available solutions for resolving 50:50 deadlocks, and the principles applicable to determining the fair market value of a participant’s share.

Released on Mar 12, 2026

Key risks and considerations in M&A transactions in Indonesia

Investors in M&A transactions in Indonesia should be mindful of key considerations that require close monitoring. In practice, M&A deals are risky due to regulatory and compliance requirements, particularly when they affect the licensing, reporting, corporate governance and control structure of target companies. This article aims to assist business actors in identifying the key risks in M&A transactions and understanding the practical implications across the transaction lifecycle.

Released on Mar 12, 2026

Beyond limited liability - the corporate veil in Mexican law and its challenges

This article examines the evolving role of the corporate veil in Mexican law, arguing that while limited liability remains the rule, its protection increasingly depends on sustained operational coherence rather than formal compliance alone. It contends that effective corporate shielding is built through institutional discipline and genuine business practices over time.

Released on Mar 12, 2026

Cross-border joint ventures in a multipolar world: recalibrating globalisation through partnership

In an increasingly multipolar and strategically fragmented global economy, cross-border joint ventures have reemerged as a primary vehicle for international expansion. Far from being second-best alternatives to acquisitions, they operate as deliberate structures for managing geopolitical risk, regulatory divergence and regional economic realignment.

Released on Mar 12, 2026

Five critical remarks about Hungary’s FDI screening regime

This article outlines five peculiarities of Hungary’s widely discussed FDI screening regimes as experienced in Hungarian M&A practice.

Released on Mar 12, 2026

Double exposure: navigating CFIUS and HIPAA compliance in an era of foreign investment in health data

Tension between CFIUS and HIPAA compliance requirements may present an obstacle for healthcare M&A. Specifically, requirements concerning sensitive health data under each regulatory framework are incompatible in practice, thereby heightening compliance risks for private equity-backed healthcare deals.

Released on Mar 12, 2026

The use of incentive plans and compensation schemes in Portugal

The main purpose of this article is to provide a brief overview of how incentive plans and compensation schemes targeted at employees, key service providers and management teams have been shaped recently in Portugal, considering the lack of strong legal regulation (at least for unlisted companies), which has led to the increased use of hybrid products, often imported from other jurisdictions. We aim at providing insights on some of the most commonly adopted structures, the pros and cons and the rationale underlying the selection of different types of remuneration tools.

Released on Jan 29, 2026

Interview with Ambassador David MacNaughton on diplomacy, dealmaking and the rule of law

At the Corporate and M&A Law Committee reception and dinner at the Art Gallery of Ontario, Ambassador David MacNaughton was interviewed by Committee Co-Chairs Nicola Charlston and Bertrand Cardi. He offered pragmatic reflections on diplomacy and negotiation in an era of heightened geopolitical complexity.

Released on Dec 1, 2025

Locking up the deal – perspectives and practices from around the world

This 2025 Toronto session explored the mechanisms and strategies used by global deal practitioners to provide greater deal certainty in regard to M&A transactions. The panel, chaired by Sarah Young and Rabindra Jhunjhunwala, featured perspectives from legal advisers, in-house counsel and an investment banker, with the panel hailing from the United States, Canada, Japan and India.

Released on Dec 1, 2025

The role of shareholders in M&A transactions

This 2025 Toronto session explored the different ways of dealing with shareholders when executing M&A transactions. In particular, the panel, which was moderated by Gabriella Covino and Harry Coghill, noted that significant M&A transactions generally require engagement with one or both sets of shareholders.

Released on Dec 1, 2025

M&A café – roundtables

The M&A café roundtables session, organised by Dovilè Burgiene and Lorenzo Olgiati, featured five specialised discussion sessions involving participants, with each session led by experienced moderators. The roundtables covered hot due diligence issues; government intervention trends; the impact of AI on M&A transactions; directors’ liability issues; and private equity transaction trends, respectively.

Released on Dec 1, 2025

Distressed M&A: geopolitical upheaval, distressed M&A markets and strategies for success

This panel at the IBA Annual Conference Toronto 2025 examined the impact of global economic uncertainty on distressed M&A activity, addressing market trends, deal structures and jurisdictional differences. The panelists discussed strategies for managing pre-insolvency and insolvency transactions in their relevant jurisdictions and from different angles, with particular attention paid to due diligence challenges, stakeholder coordination and liability management.

Released on Dec 1, 2025

Canadian pension funds – the evolving Canadian model

This panel session at the IBA Annual Conference Toronto 2025 was on the subject of ‘Canadian pension funds – the evolving Canadian model’ and featured an impressive line-up of participants from four of the ‘Maple 8’ pension funds.

Released on Dec 1, 2025

Running auctions or strategic review processes – legal tips and advice

This 2025 Toronto conference session offered valuable insights into the design and execution of auction and strategic review processes during M&A transactions.

Released on Dec 1, 2025

Welcome to the wild west: activism in Canada and elsewhere

This 2025 Toronto session provided a lively discussion among the panelists involving a live activism scenario, covering relevant legal considerations to keep in mind, potential defensive measures, components of a strong activism response framework and adviser team, as well as shareholder engagement strategies, among other subjects.

Released on Dec 1, 2025

Navigating franchise investments: legal strategies for private equity in franchise transactions

This joint committee panel at the IBA Annual Conference Toronto 2025 involved a thoughtful discussion among the panelists covering the relevant legal considerations to keep in mind when dealing with private equity (PE) investments in franchise transactions, which was of interest to practitioners involved in private equity practice, as well as advertising and franchise specialists.

Released on Dec 1, 2025

Mergers: practical issues in international M&A deals

Planning and structuring an M&A deal is becoming increasingly challenging, especially when dealing with cross-border transactions involving multiple jurisdictions. This session at the IBA Annual Conference Toronto 2025 focused on how to navigate this shifting landscape and effectively manage antitrust risks within M&A transactions.

Released on Dec 1, 2025

Business combinations of profit-driven companies with purpose-driven companies

This 2025 Toronto session explored how mission-focused and profit-oriented organisations can align their values and strategies during mergers, investments and in regard to governance.

Released on Dec 1, 2025

Foreign direct investment and political considerations in M&A deals: increasing scrutiny in an era of greater protectionism

This 2025 Toronto session was moderated by Audrey Chen and Alastair Mordaunt, with experts from Germany, Canada and the United Kingdom. It discussed the constantly evolving foreign direct investment landscape, noting that outcomes are unpredictable when facing various practical challenges.

Released on Dec 1, 2025

Why take chances? A deep dive into the regulatory, compliance and transactional complexities of acquiring a gambling business

Gambling M&As in North America and Europe today in the .com space often involve activities that are not legal in the sense that they are not specifically licensed or authorised by the relevant jurisdiction in which they operate, raising numerous challenges for lawyers. This panel at the IBA Annual Conference Toronto 2025 explored this subject.

Released on Dec 1, 2025

Tariffs and the M&A landscape in India: navigating a new trade reality

The reimposition of tariffs by the United States in 2025, including a 50 per cent ad valorem duty on selected Indian exports, has significantly altered India’s trade dynamics. These measures, framed as reciprocal tariffs, have placed Indian exporters at a competitive disadvantage compared to their peers in Vietnam, Bangladesh and Indonesia, who face lower tariff burdens. The impact is particularly acute in sectors like textiles, vehicle components, gems and jewellery and marine products, industries that are heavily export oriented and dominated by micro, small and medium enterprises.

Released on Oct 31, 2025

Post-conference report: ‘Mergers and acquisitions in India – a key engine to the $30tn goal’

Against the backdrop of India’s projected economic trajectory, the IBA Corporate and M&A Law Committee convened its biennial India conference on the theme ‘Mergers and acquisitions in India: a key engine to the USD 30 trillion goal’. It was held in early April 2025, in Mumbai.

Released on Sep 24, 2025