Impact of COVID-19 on Mergers, Acquisitions & Corporate Restructurings

Most economic downturns have stemmed from inefficiencies in the economic system. This research paper aims at investigating the impact of the COVID-19 pandemic—an exogeneous health crisis—on global mergers and acquisition (M&A) activity. By gathering statistical data about global transaction volume, value, and type, the study aims at getting a pulse of how mergers, acquisitions, and other restructuring activities have been utilized to support corporate objectives amidst these unprecedented times. While the full-fledged impact of COVID-19 cannot be fully captured at the moment (early 2021), the study attempts to illustrate how this change to economic stability caused a Schumpeterian creative destruction of industries. As firms prepare for the growth that will follow this downturn, M&A will enable companies to look into a future infused with technology and structurally different business models. This research paper thus captures the deliberate transformation occurring in the deal world to discuss the possible outlook of the M&A deal market in the post-pandemic world.

Breaking Up Is Hard to Do – What Brexit Means for UK Insolvency and Restructuring Law

This paper asks whether the UK can maintain its insolvency and restructuring pre-eminence post Brexit i. e. after Britain’s departure from the European Union (EU). In the past 20 years or so, the UK is said to have become the insolvency and restructuring capital of Europe or in less politically correct terms, the bankruptcy brothel of Europe. In part, this is because of the European Insolvency Regulation which provides for automatic recognition of insolvency proceedings opened in a EU Member State in the other EU Member States. Such proceedings may make provision for the discharge of debts and the restructuring of financial obligations.The specific insolvency law regime is part of a more general European Private International Law framework. With Brexit, the UK has now left this framework without any negotiated replacement agreement, a so-called ‘skinny’ Brexit. The loss of the ability to deal with insolvencies and corporate restructurings through a single process, with automatic recognition across the EU, may make it more complex, lengthy and expensive to resolve cross-border cases. It gives rise to the prospect of parallel proceedings in different jurisdictions. The paper also addresses how any disadvantages associated with the ‘skinny’ Brexit may be alleviated.

The Rise and Fall of Regulatory Competition in Corporate Insolvency Law in the European Union

In this article, I discuss the rise and fall of regulatory competition in corporate insolvency law in the European Union. The rise is closely associated with the European Insolvency Regulation (EIR, 2002), and it is well documented. The UK has emerged as the ‘market leader’, especially for corporate restructurings. The fall is about to happen, triggered by a combination of factors: the recasting of the EIR (2017), the European Restructuring Directive (ERD, 2019) and Brexit (2019). The UK will lose its dominant market position. I present evidence to support this hypothesis.

Ideology and (de)legitimation: The Belgian public debate on corporate restructuring during the Great Recession

While scholars have examined how micro-textual argumentative strategies are used to (de)legitimize contested corporate practices, less attention has been given to the role of ideologies or broader belief systems, underlying discursive (de)legitimation. Analyzing newspaper articles published after the announcement of two highly debated corporate restructurings in Belgium during the Great Recession, we identify the ideologies underlying (de)legitimizing statements and examine the discursive strategies through which social actors reproduce elements of these ideologies in legitimacy struggles. We show how the ideologies of ‘neoliberal capitalism’ and ‘humanistic capitalism’ shape framings of the restructurings, identity constructions of actors involved and propositions for government measures to prevent future restructurings from happening. Apart from predictable patterns of reproduction, we discern four creative reproduction strategies: ‘refutation of elements of ideological representations’, ‘appropriation of key vocabularies’, ‘hybridization of ideological representations’, and ‘ideological pioneering’. Our study contributes by (1) providing novel insights into how ideologies function as discursive resources for (de)legitimation of contested corporate undertakings, (2) reconsidering the political nature of (de)legitimizing statements, and (3) reflecting on the (im)possibility of resistance against globalization-driven restructurings in multinational corporations and the neoliberal ideological project in general.

The preventive restructuring of companies in difficulties

The Republic of Croatia is facing the biggest restructuring of companies in difficulties with substantial involvement of international financial investors. Restructuring is implemented according to a newly adopted Act on extraordinary administration proceeding in companies of systemic significance for the Republic of Croatia. The latter Act was adopted in the aftermath of the business failure of the major retailer i.e. the Agrokor group. The restructuring of the group has soon become a very sensitive political issue and a topic of heated public discussions. The Act has been heavily criticized both by legal scholarship and by the public for being designed for a single group of companies in Croatia, as well as for being incoherent with constitutional principles and existing insolvency legislation. It created a type of debtor-not-in-possession in-court extraordinary administration designed for systemic significant (group of) companies in state of insolvency or pre-insolvency. Departing from this background, this paper aims to provide a wider restructuring picture by comparing three different legal models of preventive corporate restructurings for firms in difficulties: the German protective shield proceedings, the English schemes of arrangment and the Italian extraordinary administration. The authors attempt to evaluate each model’s effectiveness on the basis of relevant studies which indicate their success rate. As far as the Croatian Act is concerned, the paper provides an overview of the development of the preventive restructuring law, while questioning certain aspect of the Act, especially the concept of the company of systemic significance.