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해외 M&A의 법적 쟁점 - Sullivan & Cromwell

해외 M&A의 법적 쟁점 - Sullivan & Cromwell

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Recent Market and Legal Trends – Key Drivers<br />

and Challenges for M&A Activity in Germany<br />

Key drivers:<br />

- Cash on corporate balance sheets and growing<br />

liquidity of German corporates<br />

- Shareholder pressure to deploy cash in some<br />

cases<br />

- Availability of cheap debt, low interest rates<br />

allow especially investment grade borrowers<br />

access to attractive financing through bonds<br />

- Underinvested private equity funds and likely<br />

exits of their current investments<br />

- Favourable valuations, compared to a few years<br />

ago<br />

- Consolidation of core businesses leading to<br />

divestments and spin-offs of non-core assets<br />

- Need for industry consolidation in some sectors<br />

- Opportunism as quality assets come onto the<br />

German market through divestments by<br />

distressed sellers<br />

- Weaker Euro levels compared to other<br />

currencies leading to attractive opportunities for<br />

foreign investors outside the Eurozone to invest<br />

in German targets<br />

Challenges:<br />

- Continuing non-resolution of Eurozone crisis<br />

and fears of Euro break-up/bank failure<br />

persists<br />

- Concerns about potential economic slowdown<br />

in Germany as global economic situation<br />

worsens<br />

- Restrictions on availability of finance, volatile<br />

market conditions in equity, debt and financial<br />

markets<br />

- Private equity adjusting to credit squeeze<br />

- Gap between buyers‘ and sellers‘ expectations<br />

on valuation<br />

- Shareholder pressure and activism gaining an<br />

increased influence on M&A activity<br />

- Increasing complexity of regulatory and<br />

antitrust environment (now over 100 merger<br />

control regimes worldwide) and deal failures<br />

based on antitrust concerns (NYSE/Deutsche<br />

Börse)<br />

104

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