Life sciences is a sector in which there is significant high-value merger and acquisition (M&A) activity. This Practice Note discusses some of the factors that have driven deal flow in the industry and explores some of the key considerations legal counsel should be mindful of when representing parties to such transactions. For the purposes of this Practice Note, the life sciences sector is generally considered to include pharmaceuticals, health-oriented biotechnology products and medical devices. This Practice Note focuses on issues that are common in life sciences M&A transactions and issues that tend to assume more importance in life sciences deals than in deals in other industries. Industry-specific considerations affect nearly every aspect of a life sciences M&A deal, including: • due diligence • structuring the deal • consideration • the purchase agreement • transition arrangements Before exploring these various aspects of life sciences M&A deals, it is useful to consider some of the factors that have contributed to robust deal activity in the industry in recent years. Drivers of M&A activity M&A

These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars on mergers and acquisitions (M&As) in the life sciences sector. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. The training materials are customisable. Click the link below to download the presentation. Contents • Drivers of M&A activity in the life sciences sector • Issues to consider when dealing with life sciences M&A transactions — due

‘The reasons for our merger weren’t always clear to the outside world. When we merged a reaction was, “Well, what will that do?” What we had recognised was each other’s ambitions’ (David Pester, Managing Partner of TLT). While this Practice Note covers key issues to concentrate on when considering a law firm merger, David’s quote should be hard-coded into your mind—a shared ambition (or vision if you prefer management speak) is essential. Why merge? Every firm should have a strategy that sets out what it seeks to achieve in the future. Occasionally that strategy may clearly indicate merger is necessary to achieve the long-term goals of the firm. More often than not a merger opportunity will appear completely unexpectedly. Such an opportunity should always be tested against your firm’s strategy—consider whether it moves the firm forward in realising the ambitions set out in your strategy. A merger is unlikely to succeed unless it is backed by a carefully thought-out strategy. Of course, there are rescue mergers where success is defined more in terms of locking down liabilities

A: Before you begin It is important that you and your law firm have a clear and honest understanding of where you are before embarking on a merger with another firm, ie the current position of the firm, your strategic ambitions and capability of realising those ambitions. For further guidance, see Practice Note: Mergers—law firms. All principals in your firm must clearly understand the: • economics of your own business, including sustainable profitability and cash flow • funding requirements of the business • risk and compliance regime and track record Without this clarity there is a strong possibility that expectations will not be aligned and time will be wasted. This Checklist highlights the key issues to be addressed. It does not address regulatory requirements, due diligence, warranties, deal structure etc, which are very important but the detail will vary depending on the nature of the deal. The areas addressed in this Checklist are those that, if addressed in full, should give any law firm merger a far greater chance of success. If the answer to any of

Practice management analysis: What are the challenges when two sets merge? Frank Feehan QC, head of chambers at 42 Bedford Row, speaks from experience as 42 Bedford Row and a substantial number of 13 King’s Bench Walk prepare to merge on 12 May 2014.

ARCHIVED–this archived case hub reflects the position at the date of the judgment of 16 April 2019; it is no longer maintained. NOTE—In July 2019, the Supreme Court granted Mastercard permission to appeal. See further, timeline, commentary and related cases. Case facts Outline Appeal against the CAT’s judgment of 21 July 2017 which rejected an application for a collective proceedings order in relation to potential follow-on actions against Mastercard. Latest development On 16 April 2019, the Court of Appeal issued its judgment in which it allowed the appeal and remitted the CPO application back to the CAT for re-hearing. In particular, the Court of Appeal ruled that the CAT applied the wrong test in assessing the commonality of the claims—at the certification stage the proposed representative should not be required to demonstrate more than that he has a real prospect of success (in this case in reference to the issue of pass-on), and the CAT was premature and wrong to have refused certification due to the proposed method of distribution. Parties • Appellant—Mr Walter Hugh

Merton Council has announced that landlord Pedro Reis Tenajas and his associated property agency, London Corporate Relocation Ltd, have been successfully prosecuted for letting unsafe properties and operating in a completely unlicensed manner. Lavender Hill magistrates’ court sentenced Tenajas and London Corporate Relocation Ltd to fines and costs in excess of £33,000 on 21 September 2021. London Corporate Relocation Ltd was ordered to pay fines and costs amounting to £21,750 to be paid within 28 days, and Tenajas was ordered to pay fines and costs to a total of £11,530 to pay in 28 days, with a collection order applied to him.

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The court may consider it appropriate for one party to remain in a property, with the other party retaining an interest in that property that will be realisable in the future and secured by way of a charge. Such an order postpones the sale of the property, followed by division of the proceeds of that sale at a date in the future. The most common types of such orders are generally referred to as Mesher or Martin orders. The principal features of each type of order are: • Mesher order—generally the sale is postponed, or realisation of the charge is deferred, until the death, remarriage or formation of a subsequent civil partnership, of the party in occupation, the youngest child of the family attaining a certain age or ceasing full-time secondary or tertiary education, whichever is the later, or further order of the court • Martin order—generally the sale is postponed, or realisation of the charge is deferred, until the death, remarriage or formation of a subsequent civil partnership, of the party in occupation, such earlier date

An order postponing the sale of the family home with the ultimate sale proceeds to be divided between the parties in stated proportions.

An amount payable by a person in possession or occupation of land in circumstances when that person has no right to be in possession or occupation.

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