We’ve identified five evolving themes that will be relevant for keeping deals on track in 2021. Whether speeding things up or slowing things down, the implications of these developments make it more important than ever to closely analyse antitrust risks and address these in sale documentation early on.

Dealmakers looking to execute acquisitions involving UK businesses face a new regulatory landscape with the UK’s CMA now having stand-alone merger control jurisdiction and the UK introducing its own national security review process this year. Investors will need to ensure that SPA provisions suitably address the additional risks introduced by these processes.

There are more foreign investment regimes catching a broader range of deals in far more sectors than ever before. Given the impacts the development of these regimes are having on transactions globally, foreign investment has become a key component of early stage deal planning for all potential investors.

Whilst aimed at reducing uncertainty for offeree shareholders, the proposed changes to the Takeover Code may have a chilling effect on financial sponsor offerors, with longer term financing commitments and without the safety-net of being able to invoke a condition if a review goes to an unwelcome Phase 2.

The surge in M&A in Q3 2020 shows that despite the Covid crisis, there is room for significant M&A activity. While antitrust regulators have handled the crisis well overall, dealmakers should pay particular attention to long stop dates, antitrust risk allocation and pre-closing covenants, to make sure that Covid-related delays do not derail their deals.