Announcing the ABA’s 2021 European Private Target Mergers & Acquisitions Deal Points Study

As co-chairs of the American Bar Association’s 2021 European Private Target Mergers & Acquisitions Deal Points Study, published in early 2023, we thank all our friends and colleagues around the world (listed in the credits) who invested their time in providing responses to the online questionnaire, and those who double-checked the validity and consistency of data. This publication of the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee is a valuable resource reflecting the main trends observed in share deals targeting European businesses; it includes current data and comparisons with prior editions as well as with the US Private Target M&A Deal Points Studies.

Study Sample

The latest edition of the EU Study analyzes share purchase deals for acquisitions of privately held targets in Europe signed or completed in 2019, 2020, or 2021 that met the following criteria: (a) transaction value was at least EUR 15 million; (b) the transaction was a pure share deal; and (c) the target or a substantial part of its assets or operations were in Europe.

The deal points analyzed in the EU Study include Financial Provisions, Pervasive Qualifiers, Representations and Warranties, Covenants, Conditions to Closing, Indemnification Provisions, and Dispute Resolution Mechanism.

Unlike the US Private Target studies, which rely on publicly available transactional documents, the EU Study sample consists of sanitized share purchase agreements provided by working group members’ firms in Austria, Czech Republic, Denmark, Finland, France, Germany, Italy, Lithuania, Luxembourg, Norway, Portugal, Romania, Spain, Switzerland, the United Kingdom, and the United States. As acquisition deal documents are not generally publicly available in Europe, the contribution by working group members’ firms is key for the existence of the EU Study.

The study sample consisted of:

• 106 acquisition agreements
• subject to applicable law in 18 different jurisdictions – usually (in 75% of deals) the target’s jurisdiction
• with transaction values ranging from EUR 15M to EUR 4.49B (median transaction value: EUR 41M)
• for targets in a broad array of industries (the top three: technology, industrial goods & services, and healthcare)
• with Corporate buyers representing a majority (51%), the remaining buyers being Financial (37%) and Entrepreneurial (11%).

How to Get a Copy of the EU Private Target Deal Points Study

All members of the M&A Committee of the Business Law Section received an e-mail alert on January 25, 2023, with a link to the study. If you are not currently a member of the M&A Committee but don’t want to miss future e-mail alerts, committee membership is free to Business Law Section members, and you can sign up on the M&A Committee’s homepage. ABA members who are not currently members of the Business Law Section can sign up to join on the Section’s membership webpage.

The published editions of the European Private Target Deal Points Study are available for download by M&A Committee members from the Market Trends Subcommittee’s Deal Points Studies page on the ABA’s website. Also available at that link are the most recently published versions of the other studies published by the Market Trends Subcommittee, including the US Private Target Mergers & Acquisitions Deal Points Study, Canadian Public Target M&A Deal Points Study, Carveout Transactions M&A Deal Points Study, and Strategic Buyer/Public Target M&A Deal Points Study.

The next edition of the EU Study is already in the making, to cover deals signed or closed in 2022 or 2023. We invite interested practitioners to reach out to participate.