2024 and beyond: The view from UK Finance’s M&A Conference

On 21 March, UK Finance hosted its inaugural Mergers and Acquisitions (M&A) Conference. We welcomed over 125 delegates ranging from advisory, legal and consultancy practitioners to companies, regulators, and government representatives.

We heard from a range of speakers from across our membership (Deutsche Numis, Standard Chartered, Investec and JP Morgan), our sponsors (Addleshaw Goddard, EY and Herbert Smith Freehills) and supporters (Davis Polk, DWF and Linklaters).

An experienced line-up of keynote speakers and panellists considered the latest trends in UK M&A and discussed the challenges facing practitioners in 2024 and beyond. In case you missed it, here are some of the key takeaways:

  • Dealmaker considerations: This panel discussed some of the headwinds keeping dealmakers awake at night and the potential upswing in cross border M&A activity in the latter half of 2024. Panellists considered the wider macroeconomic context and risks, noting ongoing and upcoming geopolitical events, including a potential election super cycle. We looked to emerging topics such as AI adoption, the impact of the different components of ESG on company decisions, and cyber security considerations.
     
  • Shareholder engagement: We dedicated a panel to this increasingly important consideration for dealmakers. Our panel examined the tactics they are seeing activists employing and the increasing influence they are having on company boards. This panel also discussed different approaches adopted by shareholders who pursue an activist approach and those who pursue active ownership. Panellists discussed best practice for company boards, the importance of effective communication between boards and shareholders, and the importance of transparent ESG information to avoid the risk of information asymmetry between boards and shareholders. The increasing influence proxy advisers are having on deal outcomes was also highlighted.
     
  • Where next for the Takeover Code: Ian Hart, Director General at the UK Takeover Panel provided an overview of the executive’s progress in updating its rules. The Panel has revised what constitutes 'frustrating actions’ to reflect the real-world situations in which companies find themselves and have refreshed Practice Statement 5, which covers how the Panel considers the invocation of regulatory conditions. Ian also gave an indication of a likely consultation proposing to focus the scope of the Takeover Code’s jurisdiction on listed and recently listed companies, accompanied by proposed arrangements for a transitional period for those companies which will cease to be Code companies under the proposed new regime. The proposed rule changes are aimed at providing greater clarity and certainty for the industry. Ian also shared some helpful insights on areas where market practice needs to be improved including in relation to compliance with Rule 2 and intention statements of offerors.

Following Ian, John Frain, Director General at the Irish Takeover Panel provided helpful insights into the composition of the Irish Takeover Panel, its approach to implementation of its rules, and how the Irish Panel works with the UK Takeover Panel and other EU authorities.

  • The national security and merger control context: Another panel discussed cross border merger control and investment screening regimes. Speakers considered the different regimes across Europe, the UK and the US; exploring how parallel reviews can impact on deal timelines and how best dealmakers can navigate these challenges to get the deal done. 
     
  • Bond markets and technological innovation: We also heard from Tim Skeet (UK Regional Chair, ICMA) on the importance of global debt markets for setting the tone for the cost and availability of funding for governments and corporates. Capping off the day, the London Stock Exchange provided a whistlestop tour of fresh proposals for a Private Intermittent Securities and Capital Exchange System (PISCES): a new pathway for private companies to experience and benefit from public markets on an intermittent basis.

As the UK M&A sector embraces the challenges and opportunities of 2024 and beyond, a sense of cautious optimism for the year ahead was evident throughout the day. UK Finance will continue to play its part to ensure that the UK is the destination of choice for both public and private companies to flourish.