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Question 1

trainee takeovers

Answer 1

• Emphasises celebrating your uniqueness
  
  • Overview of firm and different sectors/practices
  • Justin Farrance
    ○ Trainee in corporate department
    Non-lawyer

Question 2

data protection post-brexit

Answer 2

• GDPR = unaffected by transition period
  
  • Personal data can be transferred between EU and UK
  • UK says it wants independent policy on data protection
  • EU Commission is looking into data protection laws of UK
  • EU law will become domestic UK law
    ○ GDPR will become UK GDPR
  • In addition, at the end of transition period the UK GDPR and UK Data Protection Act 2018 (DPA 2018) will be subject to various modifications implemented by the statutory instrument Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 No. 419 (Exit Regulations).
  • UK will recognise EU as suitable location for data transfer
  • But there will need to be safeguards for data from EU to UK
  • Recommended action
    ○ Assess pre-existing safeguards
    ○ Find achievable new safeguards if necessary
    ○ Consider proactive and reactive communications with counterparties, supervisory authorities and stakeholders regarding the basis on which international transfers are undertaken.

Question 3

Rona and legal, regulatory and commercial challenges

Answer 3

- Contingency planning and risk management 
		○ Tax regulations
		○ Directors' duties and liabilities 
	- Contracts and supply chains 
	- Financing, investment and restructuring 
		○ Private fundraising
		○ Insolvency 
	- Governance and compliance
		○ Board members
		○ Data protection and cybersecurity guidance
	- People and workforce 
		○ Employment law
		○ Workplace reintegration
	- Political, legislative and economic developments 
		○ EU state aid
		○ Foreign investment control rules

Question 4

covid and m&A - due diligence

Answer 4

• Data rooms and due diligence
  ○ the ability of the target and its counterparties to perform their obligations under material contracts
  ○ any contractual rights or legal principles that may excuse non-compliance or allow contracts to be terminated (including force majeure and frustration)
  ○ any commercial re-negotiations with counterparties that are underway or termination rights that have already been exercised
  ○ alternative suppliers
  ○ impact on revenues and solvency risk
  ○ change in law risk (including the impact of travel restrictions, quarantine measures and government-mandated closures) and government initiatives
  ○ insurance, and
  ○ health issues, including the implementation of appropriate precautionary measures.
  
  • Conditions precedent
  • Material adverse change
  • Pre-completion undertakings
  • Warranties and reptition
  • Warranty limitations
  • Disclosures relevant to rona
  • Indemnities

Question 5

covid and data

Answer 5

• Increasing cyber attacks with working from home
  
  • This guidance generally endeavours to strike a balance between enabling processing, in the public interest, while protecting the fundamental rights of individuals
• consideration is given to the data protection, cybersercurity and information security issues arising from apps that, amongst other things, track infection or the use of location data to monitor the Covid-19 coronavirus risk in the community.

Question 6

key fintech deals in early 2020

Answer 6

○ Visa buy fintech start-up Plaid for USD5.3bn;
○ Morgan Stanley acquire E-Trade for USD13bn;
○ Worldline buy its payment services rival Ingenico for USD8.6bn; and
Intuit take over the personal finance portal, Credit Karma, in a USD7.1bn cash deal.

Question 7

rona and regulatory

Answer 7

• Easing up on regulatory tools such as monetary penalties
  
  • Intend to go back to previous approach gradually - data protection reg = more significant
  • They still want to prioritise innovation and ensuring compliance over fines
    ○ Regulatory action will be based on previous history and how serious risk is
  • But some areas are becoming stricter
    ○ Want organisations to deal with complaints more (link to my experience of Ryanair)
    ○ Need to start reporting data breaches within 72 hours again
    ○ Will not enforce authority against companies that have not paid data protection fees

Question 8

rona and m&a general

Answer 8

• fewer deals
  10% fewer M&A deals since rona
  
  • 18% less global deal value
  • Investors = returning
    ○ Starting to think more about risks involved
  • Debt finance = important risk
  • Disputes over valuation of M&A = important risk
    ○ Greater possibility of litigation and arbitration

Question 9

rona and m&a bargaining power

Answer 9

• The approach taken by the parties will be dictated by the strength of their respective legal positions, their bargaining power and various other factors. For instance:
  ○ availability of financing;
  ○ existence of break fees or reverse break fees;
  ○ availability of deposits to be drawn down on in the event a party walks away;
  ○ existence of other suitors waiting in the wings;
  ○ parties’ wider strategic plans; and
  ○ predictions on how Covid-19 will play out in the relevant sector.

Question 10

rona m&a and valuation

Answer 10

○ How do you short/long term assets

○ Covid makes everything so uncertain

Question 11

rona m&a and litigation

Answer 11

• Pre-covid terms = no longer attractive
  
  • Completed agreements may become more complicated
    ○ Uncertainty about timing
    Covid disputes = new