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.

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Photo of Robin Blaney Robin Blaney

Robin Blaney has broad experience in the life sciences sector including involvement in corporate, commercial, litigation, data privacy, and regulatory matters. He has gained particular experience in licensing, collaborative, and commercial transactions for life sciences clients. His regulatory practice includes pharmaceutical, medical device…

Robin Blaney has broad experience in the life sciences sector including involvement in corporate, commercial, litigation, data privacy, and regulatory matters. He has gained particular experience in licensing, collaborative, and commercial transactions for life sciences clients. His regulatory practice includes pharmaceutical, medical device, food, and consumer product regulation.

Photo of Chris Bracebridge Chris Bracebridge

Chris Bracebridge specialises in advising employers on global mobility and international employment issues, including the expatriation and dismissal of senior employees who work abroad or across borders. He heads and co-ordinates a team providing the employment, tax and immigration advice required in these…

Chris Bracebridge specialises in advising employers on global mobility and international employment issues, including the expatriation and dismissal of senior employees who work abroad or across borders. He heads and co-ordinates a team providing the employment, tax and immigration advice required in these complex situations.  Mr. Bracebridge’s 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, defends financial institutions and other major employers in dismissal, discrimination, equal pay and whistle-blowing cases, and advises corporate clients on the full range of day-to-day employment issues, as well as data privacy and pensions matters.

Photo of Miranda Cole Miranda Cole

Miranda Cole is a partner based in the firm’s Brussels office.  She practices competition and communications law and policy, and has more than 15 years of experience in the field.  Ms. Cole’s competition law expertise encompasses merger control, actions under Articles 101 and…

Miranda Cole is a partner based in the firm’s Brussels office.  She practices competition and communications law and policy, and has more than 15 years of experience in the field.  Ms. Cole’s competition law expertise encompasses merger control, actions under Articles 101 and 102 TFEU, advisory work and actions before the European courts in Luxembourg.

She has particular expertise in advising companies active in the technology and communications sectors in complex and strategic regulatory and policy matters, with particular expertise regarding the impact of evolving regulatory frameworks on new technologies and services.  In the communications sector she has extensive experience advising in connection with all aspects of European and international regulation, policy and competition law, and counselling in connection with the impact of regulation on transactions.

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.

Photo of Morag Peberdy Morag Peberdy

Morag Peberdy has broad experience in all areas of intellectual property, where she advises on both contentious and non-contentious issues. Her wide-ranging expertise includes patents, trademarks, designs, copyright, database rights and confidential information, and covers drafting intellectual property agreements and infringement and contractual…

Morag Peberdy has broad experience in all areas of intellectual property, where she advises on both contentious and non-contentious issues. Her wide-ranging expertise includes patents, trademarks, designs, copyright, database rights and confidential information, and covers drafting intellectual property agreements and infringement and contractual disputes. Her particular focuses have been on patent work in the life science sector, and in advising branded goods companies.