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US & the Americas

Through a combination of our expert desks and our tried and tested strategic alliances and other close relationships with law firms across North America, we can leverage our in-depth market and sector knowledge, to provide market-leading legal services across the continent.

We have extensive experience of advising US-based corporates on the acquisition and disposal of companies and businesses in the UK and around the world. Clients include publicly-listed corporations, private equity-backed businesses and closely-held family businesses all across the US and Canada, and recent transactions have involved sectors including high-value manufacturing and software and data businesses. The experience built up over many years enables us to advise North American clients not only on the UK legal aspects, but on the surprising differences that can arise between deal practice in the UK and Europe as compared to the US and Canada.

Our experience in the region includes advising:

  • Harbour Group, a privately-owned diverse manufacturing business based in Missouri, USA on its sale of an omni-channel gaming provider, advising on the due diligence process and negotiation of the sale and purchase documentation
  • John Bean Technologies Corporation, a NYSE-listed multinational manufacturer, on the acquisition of Autocoding UK and its US and Australian subsidiaries
  • Spark44, the agency established by Jaguar Land Rover, on their contracts with Ben Kingsley, Mark Strong and Tom Hiddleston for the launch of the Jaguar F-Type, which broke during the Super Bowl collaborating with Gala company Frankfurt Kurnit, Klein & Selz
  • A pharmaceutical company, alongside a US law firm, on changes to its senior executive team's terms and conditions of employment and share scheme benefits in preparation for a NASDAQ listing
  • Xact Data Discovery, Inc., A private-equity owned litigation support services business based in Kansas, on acquisitions of IT and advisory companies in the UK

 

 UK M&A: A Guide for US Buyers

 

One of the constant themes of mid-market M&A in the UK is the significant activity generated by US-based buyers acquiring British targets.

Whilst the M&A process and deal practice in the US and UK have many similarities, there are nonetheless some important differences which a US-based buyer should take into account at an early stage in any transaction.

In our UK/US M&A series we focus on some of these areas of difference in deal practice and terms, including:

1. Risk allocation as between the parties and conditions to closing  

2. Pricing mechanisms, including the use of locked box structures as an alternative to closing accounts

3. The scope of warranties and the legal basis of warranties and indemnification 

4. Disclosure and buyer’s knowledge (anti-sandbagging) provisions

5. Common issues - a round-up of other deal points, including anti-trust and national security clearances, restrictive covenants, funds flow closing opinions and the execution of documents 

Related items

US/UK M&A: Introduction

21 September 2021

One of the constant themes of mid-market M&A in the UK is the significant activity generated by US-based buyers acquiring British targets. The US is, by some distance, the single largest holder of foreign direct investments (FDI) in the UK (holding over US$800bn), and those investments represent around 12% of total global US FDI holdings and around 25% of total US FDI in Europe. That translates into a constant stream of acquisition activity here in the UK by both corporate and financial buyers from the US seeking either to expand their access to transatlantic markets or to access British technology and products.

US/UK M&A: Risk Allocation

21 September 2021

In our second article in the US/UK M&A series, we explore deal certainty and the different appetite for, and measures that are used to apportion risk between the parties.

US/UK M&A: Price Adjustment Mechanisms - The Locked Box

21 September 2021

Price adjustment mechanisms are common in both UK and US style M&A transaction documents to determine the final price that the buyer pays. However, the manner in which the price adjustment is achieved varies; in the US, a closing accounts mechanism is generally used, and although these have remain common in the UK, in recent years we have seen increasing use of “locked box” mechanisms in UK style share purchase agreements governed by English law.

Deal; Handshake

Lewis Silkin has advised client Xact Data Discovery (XDD) on the acquisition of Paralaw UK Limited as part its ongoing growth strategy to expand market reach on an international stage

20 May 2021

Lewis Silkin has advised XDD, a leading international provider of eDiscovery, data management and managed review services for law firms and corporations on the acquisition of Paralaw, a UK-based legal outsourcing company providing managed review staffing, eDiscovery and contracts management services to law firms and corporations.

Deal; Handshake

UK M&A deal practice – an introduction for US-based buyers

22 April 2021

We continue to see a lot of mid-market M&A activity in the UK driven by US-based buyers, including both corporate buyers and financial investors. Unsurprisingly, that activity is largely focused on sectors which have remained buoyant throughout the COVID-19 pandemic, such as technology, creative and high-value manufacturing businesses.

City buildings

Lewis Silkin advises NYSE listed JBT Corporation on its acquisition of AutoCoding Systems for $17M

02 March 2021

Lewis Silkin has advised JBT Corporation, a NYSE listed global technology solutions provider to high-value segments of the food and beverage industry, on its acquisition of Autocoding Systems, a leading provider of software solutions for the automated set-up and control of end-of-line packaging devices

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