M&A Part 1: Structuring And Strategy

The National Security and Investment Act 2021 (NSIA) came into force on 4 January 2022, creating a standalone regime giving the UK Government broad powers to scrutinise – and potentially intervene in – acquisitions and investments on the grounds of protecting national security. Nearly five years on, the NSIA regime is well established. It replaced the national security aspects of the UK Government’s intervention powers under the Enterprise Act 2002 and operates alongside the UK merger control regime.

The UK public M&A market in 2026 has already surpassed 2025's total value in just eight months, driven by large-cap deals and a quest for transformational scale. Hostile tactics have become increasingly prominent as bidders appeal directly to shareholders amid persistent valuation gaps, while target boards leverage pre-offer processes to maximize value. This analysis examines the key trends, strategic themes, and tactical developments shaping this remarkable year for UK takeovers.

This Corporate Update bulletin examines the most significant UK legal developments of 2026, from capital markets reform and employment rights legislation to corporate criminal liability expansion and competition regime changes. The analysis covers ten major areas of corporate law evolution, alongside recent FCA guidance on regulatory announcements and a High Court decision on shareholder-director settlements.

Most businesses are familiar with the obligation to carry out ‘right to work’ checks on their direct employees, which is a mandatory requirement under section 15 of the Immigration, Asylum and Nationality Act 2006 (“IANA 2006”).

Directors face renewed scrutiny over their duties when companies trade at a loss, as the Court of Appeal clarifies the boundaries of fiduciary responsibility and the Insolvency Service reports record enforcement actions. Meanwhile, pension trustees grapple with complex affordability tests for inflation-linked increases, and employers confront stricter standards for part-time worker treatment and equal pay transparency.

Mergers & Acquisitions Comparative Guide for the jurisdiction of UK, check out our comparative guides section to compare across multiple countries

As businesses increasingly deploy agentic AI systems capable of autonomous decision-making and actions, questions arise about supplier liability when AI agents malfunction or produce unexpected results. This article examines the contractual frameworks governing agentic AI relationships, revealing how standard IT contracts may inadequately address the unique risks of autonomous AI systems and exploring strategies for customers to better protect themselves against potential losses from AI agent failures.

The UK government's Immigration and Asylum Bill 2026 proposes sweeping changes to corporate modern slavery reporting, introducing mandatory content requirements, financial penalties up to £1 million or 1% of turnover, and enhanced board-level accountability. Organizations that have taken a minimal compliance approach to the Modern Slavery Act 2015 face significant reputational and regulatory...

The Easiest And Hardest Places To Do Business Around The World

An employee share scheme allows a startup to offer team members equity in the company. This can be an employee share scheme that lets a startup grant team members equity in the business, helping attract and retain talent when salaries alone fall short. The Enterprise Management Incentive (EMI) scheme is the most widely used option, offering significant tax advantages for both companies and employees. This article unpacks EMI schemes.

The FCPA enforcement pause ordered in February 2025 by President Trump is over. The new FCPA enforcement guidelines signal a more targeted enforcement approach by the DOJ, which may potentially be more vigorous than before...

Switzerland continues to be one of the leading jurisdictions for fintech innovation, offering a stable legal framework, a sophisticated financial market and a technology-neutral regulatory approach.

All of the standard transaction strategies to acquire portfolio companies are commonly used in Switzerland. We assume that regular leveraged buyouts have accounted for the majority of the transactions in recent years. In 2025, the total deal volume in the private equity sector remained stable...

The regulatory environment in Switzerland to date continues to be investor-friendly for the following three main reasons: (i) limited investment restrictions (a notable exception being the Federal Law on Acquisition of Real Estate (the so-called Lex Koller)...

The Swiss FSC has annulled two judgments of the Swiss FAC in the mountings for windows and window doors case.

Generally, interest paid on loans are not subject to Swiss Withholding Tax ('WHT'). Interest on bonds and bank interest, however, are subject to 35% Swiss WHT

On March 10 2017, the Federal Council of Switzerland opened a hearing procedure for the amendment of the Lex Koller, the law restricting the acquisition of real estate by persons abroad.

Medbase AG, part of the Migros Group and a leading Swiss healthcare provider with a nationwide network of medical centres and pharmacies, has acquired a majority stake in the Ardentis Group, one of the leading providers of dental services in French-speaking Switzerland. The transaction strengthens Medbase’s position in the Swiss healthcare market and combines its nationwide healthcare platform with Ardentis’s established presence in the dental sector.

Bär & Karrer, a Swiss law firm, provides comprehensive legal and business solutions. Contact their Zurich office for expert assistance with legal advice, business inquiries, and professional services tailored to your needs.

The Swiss Federal Supreme Court has validated minimum wage regulations in Zurich and Winterthur, overturning lower court decisions and affirming that municipalities possess constitutional autonomy to establish local wage floors. With minimum wages of CHF 23.90 and CHF 23.00 per hour respectively now set to take effect, the ruling settles a key question about the division of legislative powers between cantonal and municipal authorities in Switzerland's federal system.