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DTSTAMP:20260426T091723Z
DTSTART:20261005T123000Z
DTEND:20261005T134500Z
SUMMARY:Sanctions\, criminal law and M&A
DESCRIPTION:Mergers and acquisitions (M&amp\;A) transactions can be signi
 ficantly affected by sanction regimes\, and liabilities resulting thereo
 f\, especially criminal liability. The focus should not just be put on a
 cquiring a company that may be exposed to liabilities resulting from exi
 sting breaches of sanctions\, but rather when the execution of the trans
 action itself could constitute a breach of sanctions. In said situations
 \, considering the limitations sanction regimes/criminal law pose is a k
 ey aspect to set up the right structure for the transaction as well as f
 or adopting the necessary measures to exclude/mitigate said exposure.\n\
 nFor example\, sanction regimes prevent putting assets and/or economic p
 rofits at the disposal of certain targeted individuals and the breach of
  said obligations may entail criminal liabilities. What happens if a san
 ctioned individual holds\, through an affiliated-non-sanctioned-entity\,
  a stake in a multinational company that is looking to be acquired? Can 
 said stake be acquired? Under which circumstances and what measures shou
 ld be adopted? If said stake is not finally acquired\, should the new sh
 areholder establish any kind of mechanism to prevent the payment of divi
 dends up the ladder and into the non-sanctioned affiliated entity?\n\nWh
 en considering the answers to these questions\, and the decisions that w
 ill need to be adopted by the company’s internal bodies\, it may be advi
 sable to keep the explanations simple and direct\, in case they need to 
 be shared at some point in time with the authorities or even a judge in 
 the criminal jurisdiction. In-house counsels that have faced these kinds
  of situations acknowledge the multiple challenges resulting thereof\, w
 hich may be summarised as the encounter of two worlds: M&amp\;A and crim
 inal law.\n
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