Definitive global law guides offering comparative analysis from top-ranked lawyers
CHAMBERS GLOBAL PRACTICE GUIDES
Corporate M&A 2026 Definitive global law guides offering comparative analysis from top-ranked lawyers
Contributing Editor Frank Aquila Sullivan & Cromwell LLP
Global Practice Guides
Corporate M&A Contributing Editor Frank Aquila Sullivan & Cromwell LLP
2026
Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair, Stephen Dinkeldein, Vivienne Button and Sean Marshall Content Reviewers Lawrence Garrett, Marianne Page, Heather Palomino, Alison Moore, Adrian Ciechacki and Michael Irvine Content Coordination Manager Nancy Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan
Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com
Copyright © 2026 Chambers and Partners
Contents
INTRODUCTION Contributed by Frank Aquila, Sullivan & Cromwell LLP p.8
BOSNIA & HERZEGOVINA Law and Practice p.182 Contributed by Marić & Co Ltd Trends and Developments p.191 Contributed by Marić & Co Ltd
ANDORRA Law and Practice p.11 Contributed by Cases & Lacambra ANTIGUA Law and Practice p.20 Contributed by CDB Legal Services
BRAZIL Law and Practice p.195 Contributed by BVA – Barreto Veiga Advogados Trends and Developments p.209 Contributed by Machado Meyer
ARGENTINA Law and Practice p.26 Contributed by Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
BULGARIA Law and Practice p.214 Contributed by Boyanov & Co. Trends and Developments p.229 Contributed by Boyanov & Co. BRITISH VIRGIN ISLANDS Law and Practice p.236 Contributed by Walkers CAMEROON Law and Practice p.248 Contributed by Amadagana & Partners CANADA Law and Practice p.262 Contributed by SkyLaw Trends and Developments p.281 Contributed by SkyLaw CAYMAN ISLANDS Law and Practice p.287 Contributed by Maples Group Trends and Developments p.301 Contributed by Walkers CHINA Law and Practice p.306 Contributed by Han Kun Law Offices
AUSTRIA Law and Practice p.45
Contributed by CERHA HEMPEL Trends and Developments p.64 Contributed by Fellner Wratzfeld & Partner
BAHAMAS Law and Practice p.71 Contributed by Lennox Paton Trends and Developments p.86 Contributed by Lennox Paton
BAHRAIN Law and Practice p.93 Contributed by ASAR - Al Ruwayeh & Partners Trends and Developments p.104 Contributed by Hassan Radhi & Associates
BANGLADESH Law and Practice p.111 Contributed by Doulah & Doulah BARBADOS Law and Practice p.128 Contributed by Fraser Law Trends and Developments p.141 Contributed by Fraser Law BELGIUM Law and Practice p.146 Contributed by Van Bael & Bellis
COLOMBIA Law and Practice p.322
Contributed by Baker McKenzie Trends and Developments p.339 Contributed by Baker McKenzie
BERMUDA Law and Practice p.165 Contributed by Walkers
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CÔTE D’IVOIRE Law and Practice p.342 Contributed by SCP Houda & Associés
GHANA Law and Practice p.511
Contributed by Addison Bright Sloane Trends and Developments p.526 Contributed by N. Dowuona & Company
CROATIA Law and Practice p.357 Contributed by Babic & Partners
GREECE Law and Practice p.533
CYPRUS Law and Practice p.371 Contributed by Scordis, Papapetrou & Co LLC Trends and Developments p.387 Contributed by Ioannides Demetriou LLC
Contributed by Zepos & Yannopoulos Trends and Developments p.549 Contributed by Zepos & Yannopoulos
GUATEMALA Law and Practice p.556 Contributed by Lex Atlas
CZECH REPUBLIC Law and Practice p.394 Contributed by BADOKH DENMARK Law and Practice p.410
INDIA Law and Practice p.569 Contributed by Trilegal Trends and Developments p.588 Contributed by Trilegal
Contributed by Moalem Weitemeyer Trends and Developments p.427 Contributed by Moalem Weitemeyer ECUADOR Law and Practice p.433 Contributed by Coronel & Pérez Trends and Developments p.442 Contributed by Coronel & Pérez
INDONESIA Law and Practice p.596
Contributed by Murzal and Partners Trends and Developments p.610 Contributed by Nusantara Legal Partnership IRAQ Law and Practice p.618 Contributed by MENA Associates in association with Amereller Trends and Developments p.628 Contributed by MENA Associates in association with Amereller
EGYPT Law and Practice p.447 Contributed by Soliman, Hashish & Partners Trends and Developments p.462 Contributed by Soliman, Hashish & Partners
ISRAEL Law and Practice p.633 Contributed by Arnon, Tadmor-Levy
ETHIOPIA Law and Practice p.468 Contributed by Mehrteab & Getu Advocates LLP (MLA) EU Trends and Developments p.481 Contributed by LeitnerLaw Rechtsanwälte GERMANY Law and Practice p.488 Contributed by SZA Schilling, Zutt & Anschütz Trends and Developments p.505 Contributed by Sullivan & Cromwell LLP
ITALY Law and Practice p.650 Contributed by Cleary Gottlieb Steen & Hamilton LLP Trends and Developments p.667 Contributed by Eptalex – Garzia Gasperi Iannaccone & Partners
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JAPAN Law and Practice p.675 Contributed by Mori Hamada Trends and Developments p.694 Contributed by southgate
MOLDOVA Law and Practice p.845 Contributed by Efrim Rosca & Associates Trends and Developments p.861 Contributed by Efrim Rosca & Associates
KENYA Law and Practice p.701 Contributed by Cliffe Dekker Hofmeyr (Kieti Law LLP) KUWAIT Law and Practice p.720 Contributed by ASAR – Al Ruwayeh & Partners
MONACO Law and Practice p.866 Contributed by CMS Pasquier Ciulla Marquet Pastor & Svara Trends and Developments p.876 Contributed by DL Corporate & Regulatory
MYANMAR Law and Practice p.882 Contributed by Myanmar Legal Mori Hamada Trends and Developments p.894 Contributed by Myanmar Legal Mori Hamada NETHERLANDS Law and Practice p.898 Contributed by Greenberg Traurig, LLP Trends and Developments p.915 Contributed by Greenberg Traurig, LLP
LEBANON Law and Practice p.732 Contributed by HNS Legal Trends and Developments p.751 Contributed by HNS Legal
LIECHTENSTEIN Law and Practice p.758 Contributed by Schurti Partners Attorneys at Law Ltd Trends and Developments p.769 Contributed by Ospelt & Partners Attorneys at Law Ltd.
NEW ZEALAND Law and Practice p.920 Contributed by Russell McVeagh NIGERIA Law and Practice p.941 Contributed by ǼLEX Trends and Developments p.958 Contributed by ǼLEX
LUXEMBOURG Law and Practice p.774 Contributed by GSK Stockmann SA MALTA Law and Practice p.792 Contributed by Ganado Advocates
MAURITIUS Law and Practice p.806 Contributed by Juristconsult Chambers (DLA Piper Africa)
NORWAY Law and Practice p.964 Contributed by Advokatfirma DLA Piper AS Norway Trends and Developments p.981 Contributed by Advokatfirma DLA Piper AS
Trends and Developments p.817 Contributed by Eversheds Sutherland MEXICO Law and Practice p.822 Contributed by Cannizzo Trends and Developments p.840 Contributed by Nader Hayaux & Goebel
OHADA Trends and Developments p.985 Contributed by Thiam & Associés
PHILIPPINES Law and Practice p.991 Contributed by SyCip Salazar Hernandez & Gatmaitan
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POLAND Law and Practice p.1008
SOUTH AFRICA Law and Practice p.1170 Contributed by ENS Trends and Developments p.1190 Contributed by Bowmans SOUTH KOREA Law and Practice p.1197 Contributed by Lee & Ko Trends and Developments p.1215 Contributed by Lee & Ko
Contributed by Clifford Chance LLP Trends and Developments p.1026 Contributed by Clifford Chance LLP PORTUGAL Law and Practice p.1032 Contributed by CS’Associados Trends and Developments p.1051 Contributed by CS’Associados
PUERTO RICO Law and Practice p.1057 Contributed by Ferraiuoli LLC Trends and Developments p.1070 Contributed by Cancio Covas & Santiago LLP
SPAIN Trends and Developments p.1221 Contributed by Deloitte Abogados y Asesores Tributarios, S.L.U.
SWEDEN Law and Practice p.1229 Contributed by CMS Wistrand Trends and Developments p.1247 Contributed by CMS Wistrand SWITZERLAND Law and Practice p.1255 Contributed by Homburger Trends and Developments p.1272 Contributed by Advestra
ROMANIA Law and Practice p.1076 Contributed by Bondoc si Asociatii SAUDI ARABIA Trends and Developments p.1090 Contributed by SuhailPartners LLP
SENEGAL Law and Practice p.1096
Contributed by SCP Houda & Associés Trends and Developments p.1113 Contributed by SCP Houda & Associés
TAIWAN Law and Practice p.1278 Contributed by Lee and Li Attorneys-at-Law Trends and Developments p.1292 Contributed by LCS & Partners
SERBIA Law and Practice p.1117 Contributed by Law Office Miroslav Stojanović in cooperation with Wolf Theiss
THAILAND Law and Practice p.1299 Contributed by Weerawong, Chinnavat & Partners Ltd TÜRKIYE Trends and Developments p.1312 Contributed by Hergüner Bilgen Üçer Attorney Partnership
SIERRA LEONE Law and Practice p.1132 Contributed by GPKLegal Trends and Developments p.1141 Contributed by GPKLegal SINGAPORE Law and Practice p.1146 Contributed by Drew & Napier LLC
UAE Law and Practice p.1318 Contributed by IN’P IBRAHIM .N. PARTNERS
Trends and Developments p.1337 Contributed by Ibrahim N Partners
SLOVENIA Trends and Developments p.1165 Contributed by Rojs, Peljhan, Prelesnik & partners
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UGANDA Law and Practice p.1344 Contributed by Engoru, Mutebi Advocates Trends and Developments p.1359 Contributed by Engoru, Mutebi Advocates USA Law and Practice p.1367 Contributed by Linklaters Trends and Developments p.1387 Contributed by Dentons USA – CALIFORNIA Trends and Developments p.1392 Contributed by Sidley Austin LLP USA – CONNECTICUT Trends and Developments p.1400 Contributed by Finn Dixon & Herling LLP USA – IDAHO Trends and Developments p.1405 Contributed by Hawley Troxell USA – NEVADA Trends and Developments p.1410 Contributed by Fennemore USA – NEW YORK Trends and Developments p.1417 Contributed by Greenberg Traurig, LLP
USA – OHIO Trends and Developments p.1423 Contributed by Petrony Law, LLC USA – TEXAS Trends and Developments p.1428 Contributed by Pierson Ferdinand LLP USA – UTAH Trends and Developments p.1433 Contributed by Dorsey & Whitney LLP USA – WASHINGTON, DC Trends and Developments p.1440 Contributed by Bailey & Glasser, LLP Contributed by Musa Dudhia & Co. Trends and Developments p.1460 Contributed by Musa Dudhia & Co. ZIMBABWE Law and Practice p.1464 Contributed by Scanlen & Holderness ZAMBIA Law and Practice p.1448
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP Sullivan & Cromwell LLP (S&C) provides the high - est quality legal advice and representation to clients around the world. S&C’s record of success and un - paralleled client service has set it apart for more than 140 years and made the firm a model for the modern practice of law. Today, it is a leader in each of its core practice areas and in each of its geographic markets. S&C advises a diverse range of clients on corporate transactions, litigation and estate planning matters.
It comprises more than 900 lawyers, who conduct a seamless, global practice through a network of 13 offices, located in Asia, Australia, Europe and the United States. S&C is a perennial leader in M&A, hav - ing advised on some of the world’s largest and most noteworthy cross-border and domestic M&A trans - actions. S&C has acted in over USD5 trillion in M&A transactions over the past ten years.
Contributing Editor
Frank Aquila has been described by The Financial Times as “one of the most influential and high-profile M&A and corporate lawyers in the U.S.”. He was profiled by The Wall Street Journal as one of the top deal makers
of 2018 and 2019 and by Insider as one of the world’s top “M&A lawyers leading the way today” in 2021. Frank has been called upon by global corporate leaders to advise on M&A, corporate governance, ESG, activism and crisis management, among other matters. He is S&C’s senior M&A partner and has served on the firm’s management committee, as global head of the M&A practice and as co-managing partner of S&C’s general practice group.
Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004-2498 United States
Tel: +1 212 558 4048 Fax: +1 212 291 9004 Email: aquilaf@sullcrom.com Web: sullcrom.com
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP
Sector themes: convergence, technology, and realignment Technology again led global M&A by value. Demand surged for assets tied to AI infrastructure, semicon - ductor design and fabrication, cybersecurity, and high‑performance computing. Buyers – both strategic and financial – competed for proprietary algorithms, advanced hardware capabilities, and elite engineer - ing talent. Generative AI integration remained a global priority, driving acquisitions aimed at embedding AI into core operations. Industrial and infrastructure deal making gained momentum as companies pursued supply‑chain diversification, near‑shoring, and logistics realign - ment. Policy‑driven investments in transportation, energy transition, and digital infrastructure further supported activity. Consumer‑facing sectors experi - enced more disciplined deal making, with acquirers prioritising balance‑sheet strength and synergy vis - ibility. Global regulatory evolution: flexibility, intervention, and complexity Regulators worldwide adopted more nuanced – though increasingly complex – approaches in 2025. In the United States, antitrust authorities reintroduced structural remedies after years of favouring litigation and outright blocks. Settlements in Synopsys/Ansys and Keysight/Spirent signalled a pragmatic shift, with clean divestitures preferred over conduct‑based remedies. For global deal makers, this restored some predictability for transactions involving US regulatory review. Tax authorities also adjusted course. The US Treasury withdrew restrictive proposed rules on tax‑free corpo - rate spin‑offs, reinstating a more familiar and flexible ruling process. The move eased concerns for multina - tional companies considering separation transactions, even as questions linger about future rulemaking. Meanwhile, updated SEC guidance modernised the treatment of voting agreements in stock‑for‑stock mergers, enabling target‑insider voting agreements before Form S‑4 filings under specified conditions.
Global M&A in 2025 and the Outlook for 2026 The global M&A market in 2025 marked a turning point after two uneven years. Although overall deal volume remained subdued, transaction value rose sharply as companies and financial sponsors concentrated capital on fewer but significantly larger transactions. Through the first 11 months of 2025, worldwide deal activity totalled USD3.7 trillion – an increase of 31% compared to the same period in 2024 – driven largely by a resurgence in public‑to‑private transactions and a decisive return of the mega‑deal. 49 transactions valued at more than USD10 billion, totalling approxi - mately USD1 trillion, were announced during this peri - od, marking the most active stretch for mega‑deals since global records began in 1980. Competitive dynamics also intensified. Unsolicited proposals and topping bids re‑emerged across key sectors, exemplified by Novo Nordisk’s USD10 billion unsolicited bid for Metsera and Paramount’s all‑cash topping offer for Warner Bros. Discovery. These developments signalled that, despite macroeconom - ic uncertainty, boards and deal teams regained the conviction to pursue transformative strategic combi - nations. However, the surge in deal value masked continued softness in the global middle market. Deal counts fell roughly 5% year‑over‑year through the first 11 months of 2025. Persistent valuation gaps, uneven financing conditions, and macro‑economic uncertainty – par - ticularly inflation variability and rate instability – kept many financial sponsors cautious. Despite record dry‑powder levels, private equity firms deployed selectively, favouring platform‑scale acquisitions in technology, infrastructure, and energy. Private equity still played an outsized role. Spon - sor‑backed M&A totalled USD654.4 billion globally through Q3 2025, a 27% increase from the same period in 2024. Take‑private activity accounted for USD195.3 billion of that figure, already surpassing full‑year totals for 2023 and 2024. The USD55 billion take‑private of Electronic Arts by Silver Lake and partners became the largest leveraged buyout ever recorded. Activity was particularly concentrated in technology and ener - gy‑transition sectors, where sponsors sought assets with durable demand, defensibility, and scarcity value.
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP
Legal landscape: Delaware developments with global impact Delaware – the corporate home for many multination - al companies – enacted significant reforms in 2025. Senate Bill 21 codified clearer standards for conflict - ed‑controller transactions, introduced bright‑line defi - nitions of control, and imposed more rigorous require - ments for stockholder inspection rights. Judicial decisions further shaped global governance norms. Maffei v Palkon confirmed that board‑led rein - corporation decisions are subject to business‑judge - ment review when adopted on a “clear day”. In re Columbia Pipeline it was clarified that third‑party acquirers face aiding‑and‑abetting liability only when they possess actual knowledge and knowingly par - ticipate in a fiduciary breach. These rulings provide greater predictability for cross‑border deal makers interacting with Delaware entities. Global outlook for 2026: momentum with measured optimism As 2026 begins, global deal makers express cautious but growing optimism. Strategic acquirers remain focused on transformation through vertical integra - tion, digital acceleration, supply‑chain resilience, and portfolio realignment. Boards increasingly view M&A as essential to long‑term competitiveness. Private equity is positioned for renewed deployment as financing markets stabilise and exit activity accel - erates. Continuing geopolitical and macroeconomic risk will inject volatility, but many deal makers see this as an opportunity to acquire undervalued assets, consolidate fragmented sectors, and build long‑term competitive advantage. The year ahead offers significant possibility. With ample capital, strategic clarity, and increasing risk tolerance, global M&A enters 2026 with momentum – and the potential for elevated activity across regions and sectors.
This alignment with global practice provided greater execution certainty for cross‑border public M&A. Government participation in strategic industries One of the most globally consequential developments of 2025 was the expanded willingness of governments – especially the United States – to take direct equity or governance stakes in private‑sector companies. The US government’s USD8.9 billion equity purchase of Intel and its 15% equity stake in MP Materials reflected an increasingly interventionist industrial policy aimed at securing semiconductor and critical‑minerals sup - ply chains. The golden‑share arrangement negotiated in connec - tion with the USD14.9 billion acquisition of US Steel by Nippon Steel further illustrated government readiness to assert governance rights over assets deemed stra - tegically essential. These developments underscore a broader trend: industrial policy, national security, and M&A are becoming increasingly intertwined. Geopolitical tensions and cross‑border M&A Global geopolitical tensions remained a defining force in 2025, influencing valuation, diligence, and trans - action structuring. Tariff volatility reshaped revenue modelling and cost forecasts. New and expanded foreign‑investment review regimes – including CFIUS in the United States, enhanced FDI screening in the European Union, and increasingly stringent frame - works across the Asia‑Pacific region – intensified scrutiny of transactions involving semiconductors, AI, data‑rich businesses, and critical minerals. Buyers incorporated tariff sensitivity into M&A model - ling, adjusting material‑adverse‑effect clauses, earn - out frameworks, and regulatory‑condition provisions. R&W insurers increased scrutiny of supply‑chain resil - ience and export‑control exposure.
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta Cases & Lacambra
France
Andorra
Andorra La Vella
Spain
Contents 1. Trends p.13
7. Disclosure p.17 7.1 Making a Bid Public p.17
1.1 M&A Market p.13 1.2 Key Trends p.13 1.3 Key Industries p.13 2. Overview of Regulatory Field p.13 2.1 Acquiring a Company p.13 2.2 Primary Regulators p.13 2.3 Restrictions on Foreign Investments p.13 2.4 Antitrust Regulations p.14 2.5 Labour Law Regulations p.14 2.6 National Security Review p.14 3. Recent Legal Developments p.14 3.1 Significant Court Decisions or Legal Developments p.14 3.2 Significant Changes to Takeover Law p.15 4. Stakebuilding p.15 4.1 Principal Stakebuilding Strategies p.15 4.2 Material Shareholding Disclosure Threshold p.15
7.2 Type of Disclosure Required p.17 7.3 Producing Financial Statements p.17 7.4 Transaction Documents p.17 8. Duties of Directors p.17 8.1 Principal Directors’ Duties p.17 8.2 Special or Ad Hoc Committees p.18 8.3 Business Judgement Rule p.18 8.4 Independent Outside Advice p.18 8.5 Conflicts of Interest p.18 9. Defensive Measures p.18 9.1 Hostile Tender Offers p.18 9.2 Directors’ Use of Defensive Measures p.18 9.3 Common Defensive Measures p.18 9.4 Directors’ Duties p.18 9.5 Directors’ Ability to “Just Say No” p.18 10. Litigation p.19 10.1 Frequency of Litigation p.19 10.2 Stage of Deal p.19 10.3 “Broken-Deal” Disputes p.19 11. Activism p.19 11.1 Shareholder Activism p.19 11.2 Aims of Activists p.19 11.3 Interference With Completion p.19
4.3 Hurdles to Stakebuilding p.15 4.4 Dealings in Derivatives p.15 4.5 Filing/Reporting Obligations p.15 4.6 Transparency p.15 5. Negotiation Phase p.15 5.1 Requirement to Disclose a Deal p.15
5.2 Market Practice on Timing p.16 5.3 Scope of Due Diligence p.16 5.4 Standstills or Exclusivity p.16 5.5 Definitive Agreements p.16 6. Structuring p.16 6.1 Length of Process for Acquisition/Sale p.16 6.2 Mandatory Offer Threshold p.16 6.3 Consideration p.16 6.4 Common Conditions for a Takeover Offer p.16 6.5 Minimum Acceptance Conditions p.17 6.6 Requirement to Obtain Financing p.17 6.7 Types of Deal Security Measures p.17 6.8 Additional Governance Rights p.17 6.9 Voting by Proxy p.17
6.10 Squeeze-Out Mechanisms p.17 6.11 Irrevocable Commitments p.17
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
Cases & Lacambra is a client-focused international law firm with a cornerstone financial services prac - tice. With a presence in Europe and America, the firm has a tested track record in complex transac - tions involving the financial sector, special situations, financial markets regulations, cross-border disputes and transactions with relevant tax aspects. Its finan -
cial services group is composed of three partners, two counsel, two senior associates and seven asso - ciates, and most of the members of the team have deep knowledge of banking and finance regulations and capital markets transactions. The firm’s prac - tice also extends to capital markets, derivatives and structured finance matters.
Authors
Marc Ambrós leads the corporate and foreign investment practice of Cases & Lacambra in the Principality of Andorra. He has a great deal of
David Cuesta is a senior associate of the corporate and foreign investment practice of Cases & Lacambra in the Principality of Andorra. He has a deep understanding of corporate law and has solid professional experience in
experience in corporate and commercial matters. Marc has advised in mergers, acquisitions, joint ventures, private equity, corporate restructuring and refinancing, representing both Andorran and foreign clients in international transactions with an Andorran leg. He advises throughout the entire process, from both buy-side and sell-side perspectives, using different legal structures. He also advises companies about project and corporate finance issues. Marc is the author of multiple articles in specialised publications about the legal environment in the Principality of Andorra.
advising on commercial law matters. David has advised business groups from different sectors on corporate and contractual matters, specialising in the structuring of investments working across different jurisdictions. He has extensive experience in M&A and sale and purchase of businesses and real estate assets at local and international level. David’s experience in advising clients from diverse sectors and jurisdictions ensures that he provides tailored solutions to meet their unique needs.
Cases & Lacambra Manuel Cerqueda i Escaler, 3-5 AD 700 Escaldes Engordany Andorra Tel: +376 728 001 Email: andorra@caseslacambra.com Web: www.caseslacambra.com
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
1. Trends 1.1 M&A Market
regarding the transaction. The transfer of the shares needs to be notarised and it is registered in the Andor - ran Companies’ Register. Mergers are less frequent but may also be used as a method to acquire a com - pany. 2.2 Primary Regulators The primary regulators for M&A activity in Andorra are: • Autoritat Financera Andorrana (Andorran Financial Authority or AFA) for M&A related to financial and insurance institutions; • Ministeri de Presidència, Economia i Empresa (Presidency, Economy and Companies Minister) in charge of supervising merger control; and • Registre d’Inversions Estrangeres (Foreign Invest - ment Register or FIR) in charge of authorising and screening foreign investments in Andorra. 2.3 Restrictions on Foreign Investments The foreign investment regime in Andorra qualifies as direct investment and includes investments made in Andorran companies or real estate by: • non-resident natural persons; • resident natural persons with less than three years of continuous residency in Andorra, since obtaining the residency authorisation when investing in real estate; • legal persons of foreign nationality; • Andorran legal persons with direct or indirect foreign equity participation equal to or greater than 50% of their share capital or voting rights and more than 50% of their assets are composed of real estate; and • any Andorran legal person when at least 50% of the voting rights of the board of directors are held directly or indirectly by a natural or legal person included in any of the four above-mentioned cat - egories or when they are financed by any of the latter. Specifically, the term “direct investments” covers: • the incorporation of an Andorran company; • the total or partial acquisition of the shares of an Andorran company; or
The existing traditional ownership of companies in Andorra that are headed to restructuring operations due to generational change and the recent movements and transactions will certainly contribute to speeding up the local M&A market in the forthcoming months. In addition, negotiations on an association agreement between Andorra and the European Union finalised at the end of 2023. With a provisional entry into force expected during the coming months, and the ratifi - cation by Andorran citizens expected by means of a referendum, this agreement will provide a robust framework for economic diversification in Andorra and relevant opportunities for foreign investors to develop their activity in Andorra. 1.2 Key Trends Maintaining the trend of the last two years, the Andor - ran M&A market has been led by acquisitions and majority-stake investments by foreign international group companies in local entities, with a view to devel - oping their businesses in Andorra, and with the ben - efit of already-existing target assets and commercial The key industries driving M&A activity in Andorra in the past 12 months were tourism and hospitality, logistics and infrastructure. Although this is not always a matter of pure M&A transactions, during the last 12 months, there has been a considerable increase in real estate transactions in the jurisdiction with predomi - nance of foreign investments aimed at new develop - ments. structures in place. 1.3 Key Industries
2. Overview of Regulatory Field 2.1 Acquiring a Company
It should be noted that there is no stock market in Andorra. Therefore, in M&A transactions, the primary technique for acquiring a company is to enter into a share purchase agreement (SPA) between the buyer and the shareholders of the Andorran target compa - ny. The SPA sets out the main terms and conditions
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
• the acquisition of any other rights that entitle the foreign company or natural person to participate in the share capital of the Andorran company or to acquire voting rights. If as a result of the acquisition, the acquirer holds, directly or indirectly, a stake in the Andorran company higher than 10% of its share capital or voting rights, the foreign investment regime requires the acquirer to obtain prior authorisation from the government of Andorra issued through the relevant ministry. Otherwise, where the stake in the Andorran company held by the foreign company or natural person is equal to or less than 10%, it is sufficient merely to notify the Foreign Investment Register after the transaction. 2.4 Antitrust Regulations There are no antitrust regulations applicable to busi - ness combinations in Andorra. Nevertheless, Andorran regulations do foresee the control of economic concentrations. Economic con - centrations are deemed to arise where there is stable change of control of the whole or part of one or more companies due to: • the merger of two or more previously independent companies; • the acquisition by a company of control of all or part of one or more companies; or • the creation of a joint venture and, in general, the acquisition of joint control over one or more companies, where these undertakings perform on a lasting basis the functions of an autonomous economic entity. Andorran regulations also foresee that certain eco - nomic concentrations are subject to notification to the Andorran government. Such economic concen - trations are those where: • all the companies involved in the concentration achieve, according to publicly available informa - tion, a share equal to or greater than 50% in any relevant market in Andorra; and
• at least two of the participating companies individ - ually achieve an annual turnover in Andorra of more than EUR2.5 million. 2.5 Labour Law Regulations If a bidder acquires a target company in Andorra with employees, to the extent that as a result of the takeo - ver there is no change in the conditions of the work - ers as their employer has not changed, the acquirers should not be concerned about any specific labour law regulations. Notwithstanding the above, if, following the acqui - sition, the acquirer wishes to implement restructur - ing measures that include the dismissal of a certain number of employees, and if such dismissals exceed certain thresholds in a certain period of time, this is considered a collective dismissal and a specific pro - cedure has to be followed. 2.6 National Security Review The ministry competent in matters related to foreign investment can deny authorisation for foreign invest - ments if it considers that such investment could hin - der, even occasionally: • the exercise of public authority, sovereignty and national security; • public order and economic order; 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments There have been no significant court decisions or legal developments in Andorra related to M&A prop - erly. However, there have been recent, important legal developments in respect of incorporation require - ments and financing benefits applicable to start-up companies to attract the creation, development and establishment of technological companies in Andorra. In parallel, the Andorran government has also devel - oped a legal framework to create companies with the • the environment; • public health; or • the general interests of Andorra.
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
purpose of issuance, management, deposit or trading of any type of digital assets, such as programmable sovereign digital money (DDSP), cryptocurrencies, stablecoins or stable tokens. These companies must be registered before the Andorran Financial Authority (AFA). 3.2 Significant Changes to Takeover Law It should be noted that Andorra does not have a spe - cific law controlling takeovers. However, the compa - nies’ legislation and the merger and spin-off regimes are currently under review to identify gaps with Euro - pean Union regulations, so significant changes in such matters could occur in the coming 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies As explained in 3.2 Significant Changes to Takeover Law , as there is no specific law controlling takeovers, there are no legal impediments to building a stake in the target prior to launching an offer. However, building a stake in the target prior to launch - ing an offer is not customary in Andorra due to the relatively small size of the companies, the concentra - tion of the share capital among a small number of shareholders, and the family character of companies in Andorra. 4.2 Material Shareholding Disclosure Threshold There are no material shareholding disclosure thresh - olds or filing obligations in Andorra regarding takeo - vers. However, a change in the share capital distribution of an operating entity in the Andorran financial system requires the previous authorisation of the AFA, if a shareholder: • reaches a qualified shareholding; • increases its qualified shareholding so it holds a share capital percentage or voting rights equal to or greater than 20%, 30% or 50%; or • by virtue of such acquisition, controls the entity.
Additionally, a legal obligation that applies to all com - panies in Andorra is the obligation to disclose infor - mation about each natural person who ultimately holds or controls, directly or indirectly, at least 25% of the capital or voting rights (a beneficial owner) to the Andorran Companies’ Register ( Registre de Soci - etats Mercantils ). This information is accessible to any person or organi - sation that can prove a legitimate interest. 4.3 Hurdles to Stakebuilding The regulatory reporting threshold is compulsory and cannot be modified by companies. However, non-reg - ulated companies can freely adopt internal reporting thresholds in their by-laws, but this kind of rule is not used since there is no stock market in Andorra and the size of the companies is quite small. Nevertheless, Andorran companies usually increase thresholds related to the majorities needed for the approval of certain agreements as reflected in their by-laws. 4.4 Dealings in Derivatives Dealing in derivatives is allowed in Andorra. However, since there is no stock market in the jurisdiction, this type of dealing is not commonly used as a strategy to acquire a company. 4.5 Filing/Reporting Obligations See 4.2 Material Shareholding Disclosure Threshold . 4.6 Transparency As there is no stock market in Andorra, all companies are private and there is no requirement to make known the purpose of an acquisition. The only sector where it is compulsory to request authorisation and, therefore, to disclose an acquisi - tion to the AFA, is the financial sector.
5. Negotiation Phase 5.1 Requirement to Disclose a Deal See 4.6 Transparency .
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
5.4 Standstills or Exclusivity Standstills are not usually demanded in Andorra. On the other hand, exclusivity is usually required, since most Andorran companies are family controlled. 5.5 Definitive Agreements It is permissible for tender offer terms and conditions to be documented in a definitive agreement. The ten - der offer usually contains the main terms and condi - tions of the transaction, and therefore it is document - ed in the definitive agreement, along with other terms and conditions that may arise from the due diligence process. 6. Structuring 6.1 Length of Process for Acquisition/Sale The duration of the process for acquiring/selling a business in Andorra depends on several factors, such as the scope of the due diligence process or the need to obtain financing. The duration of the process also depends on the timing of the authorisation by the gov - ernment of Andorra for foreign investments and/or the AFA, as the case may be. Based on the above, the process for acquiring/selling a business in Andorra generally takes from four to 12 months. 6.2 Mandatory Offer Threshold Andorra does not have a mandatory offer threshold. 6.3 Consideration Cash is more commonly used as consideration in Andorra. In deals with high-valuation uncertainty, it is usual to fix an initial price upon signing and to adjust such fixed price upon closing using the completion accounts mechanism. 6.4 Common Conditions for a Takeover Offer As Andorran companies are all private, the offer condi - tions are usually negotiated directly between the par - ties involved in the transaction, before such terms and conditions are reflected in the SPA. The most common conditions included in transac - tions in Andorra are conditions related to government
Under Andorran regulations, there is no obligation for a target company to disclose a deal. However, in the financial sector, the decision to acquire or sell a qualified stake in a financial entity must be disclosed to the AFA by the potential acquirer, the seller and by the financial entity as soon as it becomes aware of that decision. Therefore, when negotiations commence, this must be disclosed to the financial authority. Notwithstanding the initial disclosure of the acquisi - tion of a qualified stake in a financial entity, it is also subject to prior authorisation by the AFA. On the other hand, in mergers, the resolutions adopt - ed by the shareholders’ meetings of the companies involved need to be published in two newspapers so that creditors of the companies involved can oppose the merger, and the resolutions are only effective after one month has elapsed from the date of publication of the resolutions. The due diligence process is not specifically regulated in Andorra. However, it is common to conduct a due diligence process prior to the acquisition of an Andor - ran target company. The scope of due diligence usu - ally covers all the legal aspects applicable to the target company, such as the following: • corporate; • tax; • intellectual property; • litigation; • real estate; • financing; • permits; 5.2 Market Practice on Timing This is not applicable in Andorra. 5.3 Scope of Due Diligence
• regulatory compliance; and • personal data protection.
The scope of due diligence may differ depending on the business, sector or assets owned by the target company.
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
approval in terms of foreign investment, communica - tions to the Presidency, Economy and Companies’ Minister regarding merger control, and the approval of other regulators such as the AFA for M&A deals involv - ing operating entities of the Andorran financial system. 6.5 Minimum Acceptance Conditions The relevant control thresholds in Andorra are to own more than 50% of the share capital or voting rights of the Andorran target company in order to gain control of such company. However, due to the composition of share capital of Andorran companies, it is common for M&A transac - tions to aim for the acquisition of all the shares that constitute the share capital of the Andorran target company. 6.6 Requirement to Obtain Financing In Andorra, the closing of a transaction can be subject to the bidder obtaining financing. 6.7 Types of Deal Security Measures The usual types of deal security measures that bid - ders seek are: • exclusivity period during the negotiation of the deal; • break-up fees; If a bidder does not seek 100% ownership of a target, the bidder can secure additional governance rights by entering into agreements with other shareholders. The usual additional governance right that the bidder may seek is to have the right to appoint members of the board of directors or of the management of the target company. 6.9 Voting by Proxy Shareholders generally have the right to designate another person, whether or not that person is a share - holder of the company, as a proxy-holder to represent them at a shareholders’ meeting and vote on their behalf. • non-solicitation provisions; • non-compete provisions; and • confidentiality clauses. 6.8 Additional Governance Rights
The proxy must be granted in writing separately for each general meeting, unless a power of attorney with powers of representation has been previously granted. 6.10 Squeeze-Out Mechanisms Squeeze-out mechanisms, short-form mergers and other similar mechanisms are currently not specifically regulated by Andorran law. 6.11 Irrevocable Commitments A bidder may seek to obtain irrevocable commitments to tender or vote from the principal shareholders of the target company, as such commitments are accepted in Andorra.
7. Disclosure 7.1 Making a Bid Public See 5.1 Requirement to Disclose a Deal . 7.2 Type of Disclosure Required See 5.1 Requirement to Disclose a Deal . 7.3 Producing Financial Statements
There is no obligation for bidders to produce financial statements in their disclosure documents. In Andorra, financial statements need to be prepared in accord - ance with the International Financial Reporting Stand - ards (IFRS). 7.4 Transaction Documents See 5.1 Requirement to Disclose a Deal . 8. Duties of Directors 8.1 Principal Directors’ Duties The principal duties with which a director needs to comply are the duties of diligence and loyalty. Duty of Diligence According to the Companies Act, the duty of diligence forces a director to have appropriate involvement in the performance of the company, and to apply to such activity the time, effort and knowledge that can be expected from any businessperson in a similar posi - tion.
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
9. Defensive Measures 9.1 Hostile Tender Offers
Additionally, the director is required to be adequately informed about the company’s performance, to par - ticipate actively in its management, and to investigate any irregularities in the management of the company. Duty of Loyalty According to the Companies Act, the duty of loyal - ty forces a director to act with the honesty that can be expected of a representative who manages the resources of others and, in particular, to refrain from competing with the company, from taking advantage of the company’s business opportunities and from using the company’s assets for private purposes. 8.2 Special or Ad Hoc Committees Under Andorran legislation it is not compulsory, or common, to establish special or ad hoc committees in business combinations. However, in complex trans - actions it is common to establish joint committees between representatives of the acquiring company and the target company to supervise the fulfilment of the steps and conditions established for the interim Although Andorran law or case law does not expressly provide for a rule such as the business judgement rule, under Andorran legislation, the directors are required to act in accordance with their duty of diligence and loyalty. 8.4 Independent Outside Advice The independent outside advice that it is commonly given to directors in a business combination in Andor - ra is legal, tax, financial and strategic advice. 8.5 Conflicts of Interest Conflicts of interest of directors are not expressly reg - ulated under Andorran legislation. However, conflicts of interest can be considered a breach of the duty of loyalty and, therefore, an action influenced by a con - flict of interest could be considered a breach of the duty of loyalty and may be subject to judicial scrutiny. period between signing and closing. 8.3 Business Judgement Rule
Andorran law does not distinguish between hostile and friendly takeovers, so they are not regulated. In any case, hostile tender offers are unusual in Andor - ra, as most companies are privately owned, mostly small or medium-sized, and managed by their majority shareholders. 9.2 Directors’ Use of Defensive Measures See 9.1 Hostile Tender Offers . Andorran law does not expressly define a list of defen - sive measures in the event of a hostile tender offer, as these are not expressly regulated. However, in prac - tice, the management or the board of directors of the target entity would have to respond in an attempt to protect their position in the company by implementing certain measures likely to prevent the hostile bidder from taking control of the company. Such measures would usually require the prior approval of the share - holders’ general meeting and might entail an increase in share capital, the purchase of the target company’s own shares, or the search for an alternative bidder. 9.3 Common Defensive Measures See 9.2 Directors’ Use of Defensive Measures . 9.4 Directors’ Duties If the management or the board of directors obtain the prior approval of the shareholders’ general meeting to implement defensive measures against a hostile tender offer, they have a permanent duty to act in a coherent manner with the social interest of the com - pany, understood in Andorran law to be the interest of the legal entity, pursuing its purposes in the com - mon interest of the stakeholders and with the aim of ensuring the prosperity and continuity of the company. 9.5 Directors’ Ability to “Just Say No” Even when they are also majority shareholders, direc - tors cannot “just say no”, as they are bound to act in the best interests of the company by considering all factors that may be affected by the offer. For exam - ple, the unjustified refusal of a tender offer when the target company is in dire straits and is liable to benefit
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ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
11. Activism 11.1 Shareholder Activism
from such offer could make the directors liable for the target company’s insolvency.
Shareholder activism is not a relevant force in Andor - ra, as most companies are small or medium-sized and they are generally controlled by only a few sharehold - ers and/or are family-owned, with minority sharehold - ers being mostly passive. Exceptionally, minority shareholders who have the power to block certain important decisions (eg, a merger/spin-off of the company) can use it to obtain better financial terms in the planned transaction or a higher dividend before leaving the company. 11.2 Aims of Activists There are no significant examples of activists seeking to encourage companies to enter into M&A transac - tions, spin-offs or major divestitures in Andorra. 11.3 Interference With Completion See 11.1 Shareholder Activism .
10. Litigation 10.1 Frequency of Litigation
M&A transactions in Andorra do not usually lead to lawsuits in the event of disputes between the parties. Such disputes are usually settled out of court in an informal and amicable manner and mainly concern the warranties granted by the parties. 10.2 Stage of Deal In the event of a dispute between the parties, it is most likely to occur in the post-closing phase of the transaction. 10.3 “Broken-Deal” Disputes As already noted, deal-breaking problems do not usu - ally go to court and are settled amicably in Andorra.
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ANTIGUA Law and Practice Contributed by: C. Debra Burnette CDB Legal Services
Anguilla
Antigua and Barbuda
St Kitts and Nevis
St John’s
Montserrat
Guadeloupe
Contents 1. Trends p.22
7. Disclosure p.24 7.1 Making a Bid Public p.24
1.1 M&A Market p.22 1.2 Key Trends p.22 1.3 Key Industries p.22 2. Overview of Regulatory Field p.22 2.1 Acquiring a Company p.22 2.2 Primary Regulators p.22 2.3 Restrictions on Foreign Investments p.22 2.4 Antitrust Regulations p.22 2.5 Labour Law Regulations p.22 2.6 National Security Review p.22 3. Recent Legal Developments p.22 3.1 Significant Court Decisions or Legal Developments p.22 3.2 Significant Changes to Takeover Law p.22 4. Stakebuilding p.22 4.1 Principal Stakebuilding Strategies p.22 4.2 Material Shareholding Disclosure Threshold p.22
7.2 Type of Disclosure Required p.24 7.3 Producing Financial Statements p.24 7.4 Transaction Documents p.24 8. Duties of Directors p.24 8.1 Principal Directors’ Duties p.24 8.2 Special or Ad Hoc Committees p.24 8.3 Business Judgement Rule p.24 8.4 Independent Outside Advice p.24 8.5 Conflicts of Interest p.24 9. Defensive Measures p.25 9.1 Hostile Tender Offers p.25 9.2 Directors’ Use of Defensive Measures p.25 9.3 Common Defensive Measures p.25 9.4 Directors’ Duties p.25 9.5 Directors’ Ability to “Just Say No” p.25 10. Litigation p.25 10.1 Frequency of Litigation p.25 10.2 Stage of Deal p.25 10.3 “Broken-Deal” Disputes p.25 11. Activism p.25 11.1 Shareholder Activism p.25 11.2 Aims of Activists p.25 11.3 Interference With Completion p.25
4.3 Hurdles to Stakebuilding p.23 4.4 Dealings in Derivatives p.23 4.5 Filing/Reporting Obligations p.23 4.6 Transparency p.23 5. Negotiation Phase p.23 5.1 Requirement to Disclose a Deal p.23
5.2 Market Practice on Timing p.23 5.3 Scope of Due Diligence p.23 5.4 Standstills or Exclusivity p.23 5.5 Definitive Agreements p.23 6. Structuring p.23 6.1 Length of Process for Acquisition/Sale p.23 6.2 Mandatory Offer Threshold p.23 6.3 Consideration p.23 6.4 Common Conditions for a Takeover Offer p.23 6.5 Minimum Acceptance Conditions p.23 6.6 Requirement to Obtain Financing p.24 6.7 Types of Deal Security Measures p.24 6.8 Additional Governance Rights p.24 6.9 Voting by Proxy p.24
6.10 Squeeze-Out Mechanisms p.24 6.11 Irrevocable Commitments p.24
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