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Merrill DataSite Releases New Comments: The Effect of Regulatory Reviews on US Financial M&A
Date:3/28/2013

another strategy that financial institutions are using is to ask for reverse break-up fees when engaged in such deals. These deals see the buyer agree to pay compensation to the seller if the deal falters, and were used 24 times in 2012, nearly double the 13 times they were used in 2009, according to figures from Thomson Reuters.

Cohen added that the size of the fees has also increased – in response to the financial crisis – with many deals featuring reverse break-up fees of greater than 5 per cent, as opposed to the more usual 3-5 per cent. He explained, “The increase in reverse break-up fees in financial services is directly related to greater concern about the regulatory environment.”

Another tactic that is being employed by financial institutions is the use of ‘holdback clauses’ in the deal contracts, through which they are able to retain a certain portion of the amount they will pay for a company in order to provide for any regulator issues that might arise once the deal has been completed.

In terms of the potential risks that financial institutions are having to be prepared for in M&A, they stem from the need of regulators to drive down systemic risk in the financial markets, which require them to explore deeper than the usual antitrust matters that must be addressed in finance M&A. These include examining systems and unearthing any compliance violations, as well as taking into account the durability of combined institutions.

The true effect of the increased regulatory requirements on the overall financial M&A landscape remains to be seen. The volume of deals carried out among financial services firms in 2012 showed a 20 per cent decrease
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