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 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.
This article aims to provide readers an overview of, and update on, the foreign direct investment screening mechanisms introduced by the Indian government in April 2020 vis-à-vis foreign direct investments from India’s bordering nations, as a reaction to the ongoing geopolitical tensions between India and China at the Indo-China border.
In Italy, the Business Judgment Rule (BJR) is a legal principle that implies the presumption that, in making business decisions, company directors act on an informed basis, in good faith and in the honest belief that the action was in the best interest of the company. In a judgment on 9 September 2020, the Court of Rome addressed the issue of the applicability of the BJR to choices relating to the company’s organisational structure in light of Article 2086 of the Italian Civil Code.
Sustainability has become a ubiquitous issue in today's society. Legal advisers, and especially M&A counsel, should be aware of the implications that this development has on their day-to-day work. In this article, we take a brief look at ESG due diligence: the evaluation of the environmental, social and governance aspects of a potential target company in an M&A transaction.
On 28 April 2021, a set of amendments to the Belarusian law ‘On Commercial Companies’ entered into force and introduced a significant number of changes concerning various aspects of corporate law. Some of the most notable changes are additional net assets maintenance requirements and explicit regulation of debt-equity conversions.
Looking back at 2020, the recovery of the Portuguese M&A sector was almost immediate each time there was an opening of the economy. In this article, the authors optimistically anticipate that 2021 will be better for Portuguese and worldwide economies – and the M&A sector in particular – when compared to 2020 but the difficulties that surfaced in 2020 will remain, even if with a more limited impact.
The Corporate and M&A Law Committee also coordinates the activities of the following subcommittees/working groups.
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.
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.
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.
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.
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.
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.
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.
The Corporate and M&A Law Committee and the Securities Law Committee have prepared a guide to floats with chapters from more than 30 countries. The Float Guides describe the process in each jurisdiction for an initial public offering by a company, and explain the steps involved and set out a typical timetable. 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 floats.
This guide by the Corporate Governance Subcommittee of the Corporate and M&A Law Committee outlines on a jurisdiction-by-jurisdiction basis the role of the board of directors in strategic transactions. In many cases, there are no legal/mandatory obligations or duties that are borne by board members (exceptions include the US). However, soft law is developing rapidly and more recommendations are being put forward to entice boards to take a more proactive role when facing strategic transactions.