The Triple Transition: Climate, Energy & Digital is the topic tonight in Milan, Italy 🇮🇹
General counsel and legal experts from 12 different countries are meeting for the M&A General Counsel Roundtable of ECLA and the General Counsel Roundtable Europe 🇪🇺 together with our trusted partner CMS and CMS Corporate/M&A Group.
We look forward to our interesting discussions tomorrow throughout the morning.
Harnessing AI for Legal & Business Excellence was the topic of last weeks conference in Skopje, North Macedonia 🇲🇰
ECLA’s General Manger Marcus M. Schmitt spoke at this impressive conference about the European legal market, the profession of in-house counsel and how artificial intelligence is reshaping the daily work in legal departments along with the Minister of Digital Transformation at the Government of the Republic of North Macedonia Mr. Stefan Andonovski, the Chairman of the in-house counsel association of North Macedonia Ivan Petrushevski and Partner at Schoenherr Attorneys at Law Andrea Radonjanin. The conference was organised by Macedonian Association of Corporate Lawyers.
Last week the ECLA Executive Board met in Paris 🇫🇷 for a strategy workshop 2025…
During that 1,5 day brainstorming session at the headquarters of Technicolor Group we elaborated on the main headaches for Corporate Legal Departments for 2025.
Besides various current and upcoming legal challenges the top of the list was characterized by:
💡The next-generation General Counsel
💡A more competitive European market
💡Legal excellence through adopting AI
💡The increased impact on geo-politics
💡The regulatory tsunami in Europe
💡Advanced European legal mentoring
💡Increase of efficiency in legal departments and advanced legal operations.
Fantastic opportunities to exchange ideas and best practice among European colleagues, workshops, think-tank meetings, courses and events await you in 2025 to excel in the legal profession. Stay tuned!
On 18 July, the now-re-elected President of the European Commission, Ursula von der Leyen, unveiled comprehensive proposal and vision for her 2024-2029 tenure, titled Europe’s Choice. Part of this proposal includes a section to make Europe competitive and prosperous on an international stage, while retaining its sustainability initiatives and doing so amidst global market volatility. The proposal identifies several structural challenges, including unfair competition, high energy costs, labour shortages, and difficulties in accessing capital.
Her plan emphasises the importance of completing the Single Market, the greatest success story of the European Union, in critical sectors, including services, energy, defence, finance, and the digital realm. The goal is to provide SMEs with easier access to broader markets, fostering growth and innovation. The proposal also includes a revised competition policy to better support companies scaling up globally, prioritising innovation and resilience in merger assessments, to prevent market concentration and its negative impacts on consumers.
Read more at https://inhouse-legal.eu/public-policy-regulations/europes-choice-will-we-start-to-properly-compete/
The European Commission has been conducting thorough investigations into the state aid measures provided to Deutsche Lufthansa AG and Air France-KLM Group to ensure their compliance with EU State aid rules. Initially approved under the State aid COVID Temporary Framework, these measures have faced legal challenges leading to their annulment by the General Court. The Commission’s reassessment is aiming to address the Court’s concerns and ensure that the aid complies with EU regulations.
On June 26, 2024, the European Commission issued a Statement of Objections to Microsoft, indicating its preliminary view that the tech giant has violated EU antitrust laws by tying MS Teams, its communication, collaboration, and conferencing platform, to its popular productivity and corporate software suites, Office 365 and Microsoft 365. This move marks the latest development in the EU’s ongoing scrutiny of Microsoft’s market practices, particularly concerning its software bundling strategies, one which has ongoing for the better part of two decades.
The Commission notes that Microsoft’s bundling of Teams with its core SaaS (Software as a Service) productivity applications limits consumer choice and stifles competition. The integration of Teams within Microsoft’s widely used productivity suites ostensibly provides it an unfair distribution advantage over competitors, who provide individual software solutions. This practice, the Commission argues, restricts competition and innovation in the market for communication and collaboration tools, potentially violating Article 102 of the Treaty on the Functioning of the European Union (TFEU), which prohibits the abuse of a dominant market position.
Cross-border M&A transactions and Pan-European transformation projects was the topic of today’s Virtual General Counsel Roundtable with 15 general counsel from 8 different European countries 🇪🇺. Key take-aways from the very active discussion among participants and presentation by Alain Raemy and Björn Otto from CMS Corporate/M&A Group:
💡 PMI Importance: Effective post-merger integration is critical for M&A success, ensuring the new organisation meets objectives and achieves synergies.
💡 Strategic Complexity: M&A goals are complex and vary by scenario, with integration challenges depending on the transaction type.
💡 Early Planning: Successful integration requires detailed early planning, avoiding delays until post-closing to merge companies.
💡 Integration Considerations in Due Diligence: Early integration considerations should be included in the due diligence questions.
💡 Planning Integration Steps: Concrete planning of integration steps should begin as soon as the transaction structure is determined.
Stay tuned for more upcoming sessions virtually and physically and meet us personally in Berlin, Germany on 7/8 October for the “General Counsel Forum Europe” – the annual expert meeting for GC across Europe: www.ecla.eu
Many thanks to CMS and the ECLA and General Counsel Leadership Circle Europe network!
The societies of Europe are based on the rule of law. At the heart of this important principle lies the Legal Professional Privilege…
However, the profession of in-house counsel is still not recognised everywhere in Europe and our colleagues’ clients do still not benefit from legal professional privilege (LPP) everywhere. Nevertheless, there has been remarkable developments in the last 3 years in many European countries, that recognise the importance of in-house legal advise for companies and their compliance systems, e.g:
✏ France: Drafting of a bill in process to recognise LPP for in-house counsel
✏ Switzerland: Recognition of LPP to in-house counsel in civil proceedings
✏ Netherlands: LPP confirmed for Dutch in-house counsel by supreme court
✏ Spain: Confirmation that LPP of in-house counsel must be respected
✏ UK: LPP granted to foreign in-house counsel even contrary to ‘touch-base’ an
alysis
Still the ‘LPP Landscape Across Europe’ map shows too many jurisdictions that are not shaded in green.
Learn more about the current status of the profession of in-house counsel in ECLA’s newly published ‘EUROPEAN COMPANY LAWYERS REVIEW 2024/25’. This comprehensive book of 250 pages offers a unique overview of the situation in 30 countries in Europe and beyond. You can order your personal copy now at: https://ecla.martenmannis.eu.online/review/
ECLA will continue fighting for the profession of in-house counsel guided by our motto: Independence by Design!
Locked box vs. completion accounts and purchase price adjustments in Europe vs. the US…?
ECLA and the General Counsel Leadership Circle Europe held a highly interesting and active virtual roundtable discussion on ‘European M&A trends 2024’ together with CMS Corporate/M&A Group represented by Louise Wallace and Laura Christin Stein, including 14 general counsel from 8 different European countries 🇪🇺.
Key observations in the market taken from CMS’ European M&A Study 2024:
💡 The M&A market remains under pressure due to economic uncertainties, higher interest rates, slow GDP growth in the US and Europe and geopolitical threats but also proves to be resilient
💡 Earn-out agreements are overall decreasing in M&A deals, indicating a shift towards more predictable deal terms
💡 Liability caps remained relatively stable across various purchase price segmentation in the years from 2010 to 2024
💡 W&I insurances are used in M&A deals across Europe with the use remaining stable
💡 ESG considerations still on the rise: Due diligence continue to focus on sustainable and responsible investments
Overall there is reasons to be cheerful in 2024:
📣 Global Q1 M&A volume rose 5-10% vs. 2023
📣 Banks lending again. Monetary policy should ease
📣 Risk of a sharp economic downturn is receding
📣 PE likely to return as they seek exit strategies and redeployments
📣 Seismic shifts driving M&A e.g. AI, sustainability, tech-enabled consumer class
📣 Favourable sector dynamics e.g FS consolidation, Tech-driven M&A, Oil & Gas consolidation, renewables
The new CMS study on European M&A trends can be downloaded here: https://cms.law/en/deu/publication/cms-european-m-a-study-2024
ECLA’s next general counsel roundtable discussion is scheduled for 25 June 2024 at 10:00 CEST and will focus on ‘Cross-Border M&A Transactions and Pan-European Restructuring / Transformation Projects’.
ECLA is pleased to announce the election of Ms. Stéphanie Fougou, SVP, General Counsel and Board Secretary at Technicolor Group SA, as its new president, effective immediately. This transition marks a significant milestone in the association’s history as it continues to advance its mission of strengthening the corporate legal profession across Europe.
Ms. Fougou brings a wealth of experience to the role, with a decades-long background in legal leadership positions at Executive Committee level. She is the first woman to serve as president of the association. Under her stewardship, ECLA will continue growing the representation and promotion of the profession at both European and at international levels, while further building relationships with existing organisations whose goals are aligned. Furthermore, she particularly aims to target contemporary legal and regulatory challenges and enable ECLA to provide increased value to corporate lawyers across Europe.
Comments from Leadership
“I am honoured to take on this role and continue the great work that ECLA has already done.” said Ms. Fougou. “My primary goal will be to enable ECLA to act as the European relay for national corporate lawyer associations and provide increased value to company lawyers across Europe. As an umbrella association, ECLA will strive to become both a lightning rod for regulatory and other advocacy-related challenges and act as an information and networking hub for all corporate lawyers based in Europe, among which the reflexions about the future of Corporate In-House Lawyers facing IA challenges and the CSR systemic litigation risks for companies. I look forward to collaborating with all our 22 member associations and stakeholders to achieve our objectives and with our 6 additional board members.”
Her tenure starts at a challenging time, as both geopolitical challenges and technological advancements have significantly impacted legal work in recent years. ECLA’s outgoing President Jonathan Marsh has been elected honorary president of the association, and commented as follows: “Current challenges require leadership to be both sharp and experienced in leading legal departments and advocating for the profession. I am delighted that our beloved association gains such an industry titan to steer us through the unknown. I am excited to see how ECLA will evolve further.”
Stephanie Fougou will serve as the 17th president of the association. She has been elected for a 2-year term which will last until Spring 2026
About ECLA
The European Company Lawyers Association (ECLA) was founded in 1983 and is the umbrella organization of 22 different national associations of in-house counsel working in companies and organizations. For more than 41 years, ECLA has been committed to the profession of company lawyers throughout Europe and accounts for approximately 70,000 professionals in its network and represents the more than 160,000 company lawyers across Europe.