Publications

In recent years, construction and engineering businesses have faced a whole storm of headwinds. CMS, in partnership with YouGov, asked in-house lawyers about the biggest challenges of managing disputes in this environment - and how those challenges can be met.   Sixty-second summaryThe evolving nature of construction risk will see changes to standard contracts and negotiation positions. It may also bring more disputes, particularly where those changes lag behind project realities. Fewer than half the businesses we surveyed reported that the in-house legal or contract management team is always consulted at the start of a project to identify areas of risk and to establish appropriate risk management strategies. Most in-house lawyers believe their businesses could improve the way in which risk is managed during projects - often in a number of important ways. Despite the potential benefits, only 17% of the in-house lawyers we surveyed are using AI in disputes or contract management. Some say they will never use it. Most in-house lawyers believe their businesses have a lot of scope to improve the way that project risks are managed. AI has the potential to be a game-changer in this area by optimising processes, planning, scheduling and other elements of case management and by revolutionising the way a business handles its portfolio of contracts. 

The CMS Corporate/M&A Group is pleased to launch the 16th edition of the European M&A Study

  Analysis and commentary on global dispute resolution trends Welcome to our International Disputes Digest, a bi-annual publication featuring analysis and commentary on the key trends currently shaping the global dispute resolution market. In these uncertain times, global businesses in almost every sector are facing challenges brought about by an unprecedented operational climate. Actions and decisions taken may be subject to even greater scrutiny than normal and, together with new legislative developments around the world, we bring you the latest news on important global issues, opportunities and challenge. See be­low all edi­tions of the In­ter­na­tion­al Disputes Digest.

We are pleased to share with you the 2024 edition of the European M&A Outlook, published by CMS in association with Mergermarket.

The dynamics of hostile takeovers in a challenging business environment | 5 min read A CMS study of hostile takeovers launched between 2017 and 2022 shows that, while relatively rare, hostile takeovers are most commonly launched by an existing shareholder and more often than not result in the successful acquisition of the target company. A successful defence to a hostile bid often depends on the target board’s preparedness, tactics employed as well as its ability to leverage relationships with key shareholders. This article zooms-in on some of the dynamics identifiable on recent hostile takeovers. Key contacts   Gordon Anton, Corporate M&AKristy Duane, Corporate M&AJames Parkes, Cor­por­ate M&AJack Shep­herd, Cor­por­ate M&AAlasdair Steele, Cor­por­ate M&A

Drafting optimal and enforceable arbitration clauses | 6 min read Arbitration clauses – and other dispute resolution clauses – are sometimes referred to as “champagne clauses” because they are often inserted in a contract just before deal completion. These clauses are frequently copied from other contracts with little or no thought as to their suitability for the contract in question, enforceability, or whether the agreed dispute resolution process is in the parties’ best interest – given the particularities of the transaction in question. When negotiating and drafting a dispute resolution clause, it is important to consider legal and strategic practicalities, suitability, content, and enforceability, and obtain legal advice on the content of the dispute resolution clause to protect your position should a dispute arise further down the road. Key contacts   Sarah Vasani, Dispute Res­ol­u­tion­Lind­say Reimschussel, Dispute ResolutionDaria Kuznetsova, Dispute Resolution

When a company is in financial difficulty, the responsibilities and duties of its directors can change, depending on the financial position of the company. There are scenarios in which directors must have regard to the interests of creditors and potentially even prioritise those over the interests of shareholders. If the applicable duties are not properly discharged, directors can face personal liability and/or dis­qual­i­fic­a­tion. The CMS briefing, Companies in distress: directors’ duties and helpful tools, outlines the risks for directors, practical steps that can be taken to avoid personal liability and the tools available to help with restructuring and rescue of companies in distress.

Protest on the streets, protest online, even litigation used as a vehicle for protest. Protestors targeting a business may be standing in a crowd, holding a placard or shouting slogans. But they may also be behind a computer screen or pursuing a claim against the business through the courts. They may even be working inside the business, preparing to compromise its systems or leak confidential information. Whether they are activists, employees or customers, all these protestors may present a substantial challenge and a real threat to businesses, in areas including its security, reputation and bottom line. 

We are pleased to share with you the 2023 edition of the European M&A Outlook published by CMS in association with Mergermarket.