A Closer Eye, Anti-Corruption Measures are Moving Centre Stage
March, 18 2010, Financial Times

Regulators and politicians have always played a role in mergers and acquisitions, particularly regarding deals that affect competition or involve high-profile national champions. Antitrust concerns will continue to dominate, particularly at a time when a higher proportion of the deals involve strategic buyers, but anti-corruption investigations are becoming an increasingly important part of the calculation.

In the US, Democrats appointed by President Barack Obama now lead both the Department of Justice and the Federal Trade Commission, and most lawyers expect they are likely to be tougher on competition issues than their predecessors in the Bush administration.

James Killick, a partner in the Brussels office said, "Given all that has been said by Mr. Obama about [former president] George W. Bush, it is inevitable that he will be tighter than Mr. Bush. The question is: how much? We haven't had enough deals to see."

With the new UK bribery bill, the issue has also come home to UK companies even if they have no US connections. The Serious Fraud Office has said it expects companies to self-report if they discover corruption issues affecting new acquisitions, and to make serious efforts to put in place new controls and policies. If companies fail to do so, and problems are later discovered, the acquirers will be held responsible.

Alistair Graham, partner in the London office said, As a result, "some deals are going to get more expensive and some are not going to get done. Sometimes the company will decide it really can't be bothered to do the deal."