Editorial
Insights.
Notes from the deal table on M&A trends, regulation, and market structure.
HSR Threshold Update: Implications for Mid-Market Deals
The 2026 HSR thresholds are out. Below the line, life is easier; above it, the new disclosure regime is a real cost.
Earnouts in a Volatile Market
Earnouts are back in fashion as a price-bridging tool. They are also back in court. Five drafting principles to keep them out of litigation.
CFIUS and Inbound Investment: A 2026 Field Guide
The Committee on Foreign Investment in the United States has expanded its remit again. Here is what foreign investors and their US targets should know now.
Continuation Funds: Structuring Considerations for Sponsors
Continuation vehicles have moved from niche to standard. We outline the structuring choices that drive LP enthusiasm - or LP pushback.
Sponsor-to-Sponsor Sales: Negotiating Speed and Certainty
When the buyer is another sponsor, the rules of the road change. We explain where speed comes from and where it leaks.
Carve-Out Transactions: Lessons from Recent Deals
Carve-outs are unforgiving. The transition services agreement is the deal within the deal. Three patterns we see repeated.
FDI Screening in the EU: A Practical Overview
Twenty-two of twenty-seven Member States now have an FDI screening regime. We map the differences that matter for deal timelines.
Drag-Along Rights and Founder Exits
Founders who negotiate drag-along carve-outs at financing routinely thank themselves at exit. A short note on how the best clauses read.
Material Adverse Effect Clauses After a Year of New Case Law
The Delaware courts have given us several substantive MAE opinions in the last twelve months. The drafting playbook has shifted in three concrete ways.
Take-Privates in a Higher-Rate Environment
Public-to-private transactions are being structured differently in 2025. We map the financing, governance, and timing changes that matter.
The UK National Security and Investment Act in Practice
Three years in, the UK NSI regime has a recognizable rhythm. Where it is predictable, where it is not, and what to plan for.
The 2023 Merger Guidelines, One Year On
A year of agency practice under the new Guidelines has clarified what they mean operationally - and where the doctrinal differences still matter.
Sandbagging Clauses: A Quiet Drafting Shift
Pro-sandbagging language used to be the seller-side default in middle-market deals. The pattern has shifted. We explain why, and what to do about it.
GP-Led Secondaries: Pricing Dynamics in 2025
The secondaries market has matured. We map the pricing benchmarks, structural patterns, and LP-side dynamics shaping the GP-led channel today.
Working Capital Adjustments and Post-Closing Disputes
Working capital is the most-litigated post-closing adjustment in private M&A. The drafting choices that prevent disputes are well-known and routinely ignored.
Chinese Outbound Investment into Europe: A 2025 Update
Chinese outbound investment into Europe has changed shape - smaller average deal size, different sectors, and a more layered regulatory path.
Founder Employment Terms in Sponsor Acquisitions
When a sponsor acquires a founder-led business, the employment package is often more economically consequential to the founder than the purchase price. It deserves equivalent attention.
State Attorneys General and Merger Review: The Rising Second Front
State AG offices have become a more active participant in merger review. Deal teams who plan only for federal review are missing a meaningful risk.
Sponsor Roll-Up Strategies and Antitrust Risk
The roll-up has been a sponsor staple for two decades. The antitrust risk profile has changed; the operational playbook should change with it.
AI and Data IP Diligence in Software M&A
AI-powered software targets present diligence questions that the standard IP package was not built for. We outline the questions that matter and the documentary record that resolves them.