Did 2020 Change M&A?
Around this time of year, our M&A team usually takes a look at the year that has just ended. We ponder upon the developments that have had an impact on deal-making and our business community in general while also paying specific attention to private M&A in particular.
Due to the pandemic, it is fair to say that 2020 was an annus horribilis for societies around the world in general, but the markets are a different story. Business is known to adapt fast, and after the initial shock, we saw deal-making picking up around the summer, resulting in a very active M&A market in Finland and the Nordics.
So what kinds of issues did 2020 then bring to the table for M&A practitioners?
There is no deal until there is one!
Deal security is now more important than ever. On the one hand, US courts saw the parties to a number of big-ticket transactions, such as the LVMH/Tiffany or Mirae/Anbang cases, quarrel over whether these transactions should be completed or not. On the other hand, several domestic deals also saw more emphasis being put on deal security, and a couple of disputes sprouted around these issues in Finland as well.
The key trends in terms of Finnish deals were tightened language around completion obligations and a somewhat wider acceptance of contractual penalties in order to increase deal security. What is meant by the concept of “the ordinary course of business”, a definition that is so often used in various M&A agreements, suddenly became much more important again in transaction agreements, especially in the context of business carried out between signing and closing. More on this subject in a separate blog to follow.
Working from home is great, isn’t it? Every well-managed practice has had virtual coffee dates and virtual Friday gatherings scheduled throughout the weeks of isolation to keep up the team spirit and discussion routines during the pandemic, right?
The reality is that working over Teams is great right up until it is not. While flexible working arrangements are here to stay, constant remote work has also highlighted the importance of the work community. When the COVID-19 situation in Finland momentarily looked a lot better after the summer break, we allowed people to choose whether to work from home or the office and came to the realisation that there was a humongous need for people to get back to the office.
Yet, at the same time, we have never before been able to meet our overseas clients and colleagues via a video connection as easily as we can now. Gone are the days when you exchanged emails and only dialled into a conference call and perhaps never met the person you concluded the deal with. The new normal is that you actually meet all parties and advisors (although virtually) and you get to see each other despite working from different parts of the world. Strangely enough, the pandemic brought overseas clients much closer to us than they were before.
It is probably safe to say that no one in Finland has been able to avoid the extensive discussion surrounding the data breach that affected counselling service provider Vastaamo. Everybody had an opinion on what went wrong and what lessons could be learned.
However, while this data breach, which was completely unrelated to the pandemic, has had an immense impact on the Finnish society, the jury is still out on best practices for M&A. Nevertheless, stretching from emphasised due diligence to assessing the magnitude of such risks are issues that have become ever more important. A data breach could be relatively harmless in many industries, while being catastrophic in others.
Has the life of M&A professionals forever changed due to the pandemic in 2020? You could probably say so, to a certain extent, so here’s our key takeaways from the mess that was 2020:
- Keep having those virtual meetings (preferably with your camera on) with colleagues and clients when you are not able to meet them in person.
- Acknowledge that working from home is a part of the modern flexible work culture, while keeping in mind the importance of a casual chat at the water cooler.
Keep all this in mind with the healthy reminder that M&A professionals must always be prepared to face the unexpected also going forward.