Article originally published in PLC Life Sciences Handbook 2012

M&A in the life sciences sector has remained robust, driven by factors such as:

  • „„ The need to replenish shrinking product pipelines.
  • „„ The need to maintain revenues as patents on top-selling
  • products expire.
  • „„ The strategic diversification of business lines.
  • „„ Expansion into emerging markets.

Unique features of research, development and commercialisation of products and technologies in the life sciences sector give rise to a multitude of issues across a broad range of legal and commercial fields. Therefore, it is essential for life sciences M&A teams to include counsel who are experienced in identifying and resolving sector-specific issues across a range of practice areas. This will ensure smooth implementation of the commercial deal.

This article illustrates how a complex and evolving legal and regulatory environment gives rise to unique challenges for those engaged in European M&A in the life sciences sector, by analysing a hypothetical M&A. In particular, it examines:

  • „„ A life sciences M&A case study.
  • „„ Due diligence and its impact.
  • „„ Intellectual property issues.
  • „„ Structuring the deal.
  • „„ European competition laws.
  • „„ Anti-corruption laws.
  • „„ Employment issues.
  • „„ Tax issues.

Read the complete article here

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Photo of Robin Blaney Robin Blaney

Robin Blaney is a partner in the firm’s Life Sciences practice.  He advises pharmaceutical, biotechnology, medical device and cosmetic manufacturers and trade associations on a wide range of regulatory, compliance, transactional and legislative matters, as well as the full range of commercial agreements…

Robin Blaney is a partner in the firm’s Life Sciences practice.  He advises pharmaceutical, biotechnology, medical device and cosmetic manufacturers and trade associations on a wide range of regulatory, compliance, transactional and legislative matters, as well as the full range of commercial agreements that span the product life-cycle in the life sciences sector.  His expertise includes clinical trial agreements, manufacturing and supply agreements, distribution and other marketing agreements, regulatory services agreements, and tenders.  He has particular experience structuring and documenting EU pharmaceutical distribution arrangements and transitional arrangements relating to product acquisitions.  Robin writes and speaks regularly on subjects such as medical device regulation, pharmacovigilance and clinical trials.

Photo of Chris Bracebridge Chris Bracebridge

Chris Bracebridge specialises in advising multinational employers on international employment and global mobility matters, including complex transactional issues and senior employee retention and termination arrangements. He co-heads a Global Workforce Solutions team providing the employment, benefits, tax and immigration advice required in these…

Chris Bracebridge specialises in advising multinational employers on international employment and global mobility matters, including complex transactional issues and senior employee retention and termination arrangements. He co-heads a Global Workforce Solutions team providing the employment, benefits, tax and immigration advice required in these complex situations. A keen advocate for increasing the diversity of the legal profession, Chris also leads the London office’s diversity and inclusion efforts.

Chris’ UK domestic practice comprises contentious, commercial and advisory employment experience. He advises on the HR aspects of company and business acquisitions and disposals, and outsourcing transactions, represents major employers in dismissal, discrimination, and whistle-blowing cases, and advises corporate clients on the full range of day-to-day employment issues (in particular, listed company executive departures), as well as data privacy and pensions matters.

Covington’s Employment team was shortlisted for three UK national awards in 2014/2015. Mr. Bracebridge was shortlisted for Assistant Solicitor of the Year 2009 by The Lawyer magazine. He has gained valuable in-house experience whilst on secondment to two global financial institutions – a major U.S. investment bank and a leading UK bank.

Chris regularly trains and presents to clients and external organizations and writes articles for both the legal press and client publications. He has spoken at events and conferences in the UK, U.S., and Europe on a range of issues such as global mobility, executive departures, redundancy, gender pay gap reporting, data protection and transfers of undertakings.

Photo of Guy Dingley Guy Dingley

Guy Dingley is a partner in Covington’s London office, concentrating on taxation and employee benefits, with a particular emphasis on corporate taxation and value added tax, taxation of investment funds, global mobility, and the establishment of incentive arrangements.

Mr. Dingley’s practice encompasses corporate…

Guy Dingley is a partner in Covington’s London office, concentrating on taxation and employee benefits, with a particular emphasis on corporate taxation and value added tax, taxation of investment funds, global mobility, and the establishment of incentive arrangements.

Mr. Dingley’s practice encompasses corporate and business acquisitions and disposals, mergers and reconstructions together with advice on the tax aspects of supply chain management and employee remuneration.

In the share incentive arena, Mr. Dingley has advised clients on the establishment of a wide range of share incentive arrangements designed to suit their business objectives, and often with tax benefits.

Mr. Dingley has extensive experience of structuring investments and acquisitions in over twenty five jurisdictions, including continental Europe, Australia, India, and China. His expertise covers a wide variety of industry sectors, but he has particular experience in the life sciences, telecommunications and media, branded goods and energy arenas.