We provide expert advice on all aspects of transactions clearance, including competition, national security and public interest. We help our clients to achieve clearance rapidly and in a way that maximises commercial outcomes.
In an increasingly complex and uncertain world, governments and regulators are becoming more interventionist in M&A. From national security to public interest and competition, government and regulatory intervention in transactions increasingly presents risk to execution. While challenging, this environment is navigable with the right strategy. Our team is made up of experts who have come from inside government and regulators. We understand how transactions will be viewed by authorities and how risks can be mitigated to secure smooth execution.
Flint’s approach
We advise corporates and investors on the regulatory, policy and political aspects of transactions, including pre-deal due diligence, competition clearance and national security and other public interest reviews.
Political, regulatory and policy due diligence
Flint provides commercially driven political, policy, and regulatory due diligence. We identify risks and opportunities and make practical recommendations to help investors and management adapt.
Competition clearance
Expert advice on regulatory filings, design of structural or behavioural remedies, responses to information requests and other engagement with competition authorities on antitrust matters.
National security and other public interest reviews
In-depth support navigating national security and other public interest reviews, including advice on formal filings, design of remedies and strategies on political engagement.
Political risk management
Strategic advice on engagement with government, opposition parties, officials and third parties to mitigate risk where transactions are politically sensitive.
Case studies
Advice to an institutional infrastructure investor
Advice to an institutional infrastructure investor
An investor was looking to calibrate its bid for a European fibre infrastructure provider.
The investor wanted to understand the regulatory trends at EU and national level that could affect the provider’s commercial environment ahead of the bidding process. It was concerned about the impact of potential change in the national and supra-national regulatory frameworks in wholesale telecoms markets on the provider’s competitive environment and commercial prospects.
Identified key policy and regulatory risks and opportunities facing the asset and its competitors, and assessed their likelihood and potential commercial impact.
Used our networks to understand the top priorities driving thinking and strategy at the top of the key regulatory agency.
Assessed the impact of a range of regulatory scenarios on the commercial positioning of the asset.
Investors developed an insight into how regulation impacted the asset and its business model, and the likely path regulation will take.
Investors understood which management assumptions should be treated sceptically.
Investors used their understanding of how regulatory change could affect the wholesale price the fibre operator could charge to calibrate their bid.
Securing transaction clearance - Supporting a global digital company navigate CMA scrutiny of a $4bn transaction
Securing transaction clearance - Supporting a global digital company navigate CMA scrutiny of a $4bn transaction
A leading global digital entertainment company acquired another leading player in a $4bn transaction.
The deal was largely a US deal - the target was the largest operator in the US and the acquirer was looking to bolster its position in that important market. Although the transaction was not challenged by the US authorities, it met the thresholds for UK merging control resulting in a review by the CMA.
The acquisition faced an adverse context, with the CMA intensifying its scrutiny of digital mergers and the company facing substantial reputational challenges. It had been subject to a long investigation under the CMA’s consumer powers; and the parties operated in a sector portrayed critically by the press and perceived unfavourably by politicians.
Supported the company throughout all stages of the CMA investigation, from pre-notification to the end of phase 2, including on remedies.
Advised on competition concerns and potential remedies, anticipating potential areas where the CMA was more likely to require further evidence.
Provided strategic advice on engagement with the CMA.
The CMA cleared the transaction at phase 2
The CMA accepted a complex remedies package offered by the parties, involving a combination of structural and behavioural remedies, despite being usually reluctant to accept complex remedies.
A late change to an incoming prudential regime resulted in a client’s international operations being brought in scope, meaning the client would be required to hold significant additional capital. The client needed support to consider the options and make a decision about how best to mitigate the impact of this.
What Flint Did
Outcome
Flint advises international businesses and investors on policy, politics, regulation and competition.
