Already an IBA member? Sign in for a better website experience
The IBA’s response to the war in Ukraine
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.
From being global in a true sense, to witnessing the emergence of protectionist regimes around the world, organisations today are more focused on exploring domestic consolidation, the diversification of supply chains and acquiring/ramping up their digital capabilities, all while responding to macro-economic challenges. This represents a paradigm shift for the global M&A landscape.
In this podcast, Naveen Raju, General Counsel & Executive Vice President – Group Legal Services at Indian automotive manufacturing corporation Mahindra and Mahindra, speaks to Rabindra Jhunjhunwala, Membership Officer of the IBA Corporate and M&A Law Committee and a partner at Khaitan & Co’s Mumbai office. They discuss the multiple hats worn by general counsel and the more active roles they must play in helping their organisation become ready for the future, given the reshaped landscape for M&A.
This conference was based on the theme of M&A from an India-centric point of view. However, attendees benefitted from cross-jurisdictional insights on topics such as: environment, social and governance (ESG) factors; regulatory implications on deal-making; insolvency and bankruptcy; financial sponsors; and outlook on investments, divestments and generally how to bullet-proof deals.
Released on Jun 08, 2023
Anti-sandbagging provisions in share and purchase agreements (SPAs) are designed to protect buyers and sellers from potential issues arising post-closing. But are they always beneficial for both parties? This article takes a closer look at the pros and cons of anti-sandbagging provisions from the perspectives of buyers and sellers.
Released on Jun 01, 2023
The German legislator has taken a step forward towards digitising German corporate law by introducing an online formation procedure for limited liability companies, which balances practical improvements and security needs. While the new procedure may help to save time and costs for certain non-German founders, the scope is limited, as only specific European identification documents are compatible and, furthermore, original (ie, paper) versions of certain documents are still required is some cases.
Released on Jun 01, 2023
Over the last year, Saudi Arabia has experienced a surge in FDI. In Q3 of 2022, FDI inflows to the tune of SAR 7.2bn (US$1.9bn) were reported by the Investment Ministry. This was an impressive surge compared to 2021, which saw SAR 6.5bn worth of investment during the same quarter. This 10.7 per cent growth in FDI inflows is a testament to the growing attractiveness of Saudi Arabia as an investment destination. By 2030, the Saudi Arabian government aims to reach US$100bn in annual FDI, an ambitious but achievable goal if current trends continue.
Released on Apr 06, 2023
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 Corporate and M&A Law Committee has produced a new guide covering the highly relevant topic of foreign investment control across 29 countries. This guide is intended to offer practitioners easy access to the relevant applicable rules, answering, in a consistent fashion across jurisdictions, the most frequently raised questions in relation to foreign direct investment (FDI) rules relevant to M&A transactions. To further facilitate research work, each national report includes an alphabetical index of the key relevant topics. The guide is up-to-date as of mid-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.
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.