LexisNexis
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Co-Chair
Steven Cohen

Co-Chair
Christian Hoedl

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: Interview with Lucas Braun, M&A Counsel at Prosus Group

In the second in a series of podcasts produced by the IBA Corporate and M&A Law Committee, Rodrigo Ferreira Figueiredo, the Committee’s Website Officer and a partner at Mattos Filho, interviews Lucas Braun, M&A Counsel at Prosus Group, a global technology investor. Braun shares his thoughts on the attractions and challenges of investing in the Latin America region, and comments on key trends we’re seeing there – such as China’s influence and the pandemic’s impact – and on some of the cultural and regulatory considerations for investors.


Forthcoming conferences and webinars View All Conferences

Earn-out clauses and using an SPA to provide a purely symbolic purchase price

The article analyses the validity of earn-out clauses and the legitimacy of the provision of a purely symbolic price in sale and purchase agreements.

Released on Jul 21, 2022

New initiatives in the Chilean venture capital ecosystem

Chile has seen a significant growth in venture capital investments, in line with the explosive growth of the industry in Latin America. With a more mature ecosystem, which is growing every day and already has some relevant success cases such as Cornershop, NotCo and Betterfly, Chile is on its way to become a venture capital hub in the Latin American region. New initiatives have been created, both from the public and private sectors, with the purpose of strengthening the venture capital ecosystem and promoting investments.

Released on Jul 21, 2022

None of your business: the board of directors is not liable if it proves its due diligence in the course of action – but what happens if the company is a bank?

Pursuant to the Italian business judgement rule, directors are liable for damages caused to the company by their management decisions only where it is proven that they failed to take appropriate precautions, perform checks and acquire information in the relevant decision-making process. For banking companies' directors, however, a reversal of the burden of proof operates: such directors (including non-executive directors) are ‘presumed to be guilty’ in the event of damaging events or misconduct.

Released on Jul 21, 2022

Austrian Supreme Court decides on the effects of Brexit on 'Austrian' limited companies

The Austrian Supreme Court had to decide on the effects that Brexit has had on British Limited Liability companies that have their administrative headquarters in Austria. Such companies are now to be regarded as civil-law partnerships under Austrian law, resulting in unlimited liability of the company’s shareholders and the transfer of the assets of the company to the shareholders.

Released on Jul 21, 2022

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 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.

  • Current Legal Developments 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

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 2017

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.

 

Float guides 2017

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.

 

Role of Board of Directors Facing Strategic Transactions 2016

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.