Cross-border deals overseas: M&A expert Markus Rahnu gains valuable insight in New York

Markus Rahnu joins the remote meeting from Covington & Burling’s office in New York City. He is in the home stretch of the secondment that started last November. Covington & Burling is an international law firm with over 1,300 lawyers worldwide. It is a full-service firm that offers all business law services but is known for its M&A and regulatory expertise in particular.

Markus mainly works in the firm’s Nordic desk team, which specialises in the assignments of Nordic clients and participates in other international assignments actively as well. The Nordic desk’s clients include private equity investors and companies from various industries. Markus’ position is part of a Visiting Lawyer programme, which involves a wide range of lawyers from different countries.

The secondment worked out due to Castrén & Snellman’s extensive international networks. Markus had been interested in gaining international experience, and at the same time Castrén & Snellman had been having initial discussions with its long-term business partner Covington & Burling about having one of our firm’s lawyers take part in their Visiting Lawyer programme.

International M&A transactions in a regulated market

Markus has mainly been working on international M&A transactions for Nordic clients that are actively operating in or are expanding their operations to the United States.

‘M&A transactions in Finland and the US have many similar elements. Same tools, principles and documentation can be used in various situations,’ says Markus.

Even though many aspects of the deals are alike, Markus thinks that the most essential difference is in regulation. ‘In Finland and in the EU, regulation issues often relate to competition law, industry-specific regulation and the monitoring of foreign direct investments, i.e. FDI regulation. The regulation of M&A transactions is more complex in the US, and the Committee on Foreign Investment in the United States (CFIUS) reviews many foreign investments and other transactions before they can be completed. I have had the opportunity to delve into the local regulation and its impacts during my secondment.’

Right now the regulation is also affected by the geopolitical situation in the US as well as the aim to protect the domestic market in a certain way.

‘China’s influence in the international market is currently heavily reflected in the US regulation. In some critical sectors in particular, M&A transactions and investments conducted by certain sensitive parties are monitored and may be restricted. This has widespread impacts that need to be taken into account in the ownership and supply chains of companies in Europe as well. On top of that, efforts are being made to limit companies’ operations, for example by imposing significantly higher taxes on goods imported from China,’ Markus explains.

Signs of recovery in the market

During his stay in New York, Markus has also seen up close the development of the US market and the latest changes in it.

‘The interest rates are still at a high level in the US, as in Europe. In addition, geopolitical tensions and the upcoming presidential elections slow down the increase in M&A transaction activity. The number of deals is still low but valuation levels are high, particularly in certain sectors. Medium-sized industrial companies have made strategic acquisitions as well as divestments,’ Markus describes the market.

Despite the challenging times, some industries have seen successful deals. ‘M&A transactions have been carried out by technology companies and AI operators as well as many actors in the pharmaceutical and life science industries. The transactions of AI companies in particular are interesting, as they also impact companies that use AI and aim to build competitive advantage with it.’

Markus finds that the market is already showing tentative signs of recovery since there seems to be increasing activity in securities transactions and IPOs in addition to M&A transactions. He expects that the recovery in the US market will soon be reflected in Europe. ‘Buyers and sellers are finding a consensus on valuation levels and other key aspects, and this is currently reflected in the terms of sale and purchase agreements, although processes and negotiations are still taking a little longer than usual. Compromises are being made on both sides in order to bring the deal to a successful conclusion. We have already seen similar trends in Europe, which will likely increase as interest rates fall,’ he concludes.

The secondment builds skills and international networks

Markus describes the secondment period as an educational experience that builds up both his M&A expertise and his professional networks. He has had the opportunity to meet lawyers from all over the world, and the complex cross-border deals have broadened his knowledge of evolving transaction documentation and the US market.

‘Market changes in the US are usually reflected in Europe and the same applies to many trends in transaction documentation. Certain terms and special features that are now used here in sale and purchase agreements will soon be adopted in Finland,’ Markus says.

When Markus returns to Finland and Castrén & Snellman in September, he will bring a wealth of new skills with him. ‘Our team will be able to draw on the fresh lessons and best practices from my secondment in the intensive M&A market and will be even better prepared to assist our clients in all types of transactions.’