MAGAZINE
June 2015 Issue
Financier Worldwide Magazine
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COVER STORY
New beginnings: life as a Chapter 11 emerged entity
For most companies, entering bankruptcy represents a nightmare scenario with no easy means of escape. Some organisations immediately crash and burn when finances hit the buffers. Some seek to avoid all liabilities...
FEATURES
FCPA successor liability in M&A transactions
Mergers and acquisitions (M&A) activity has boomed over the course of the last 18 months, with 2014 seeing a great number of announced transactions. Global M&A activity hit $3.5 trillion in 2014, an increase of...
Merger control trends and the wider M&A landscape
Following years of false dawns and stymied transactions in which the global M&A dealmaking landscape could best be described as stagnant, 2014 saw a resurgence with CEOs and boards launching deals on a...
Is the appetite for private equity co-investment a healthy one?
Within the rarefied world of private equity investment, there is consensus that a large appetite currently exists among GPs and LPs for indulging in some co-investment activity. LPs, it is said, are particularly...
In recent years, particularly since the stymieing effects of the global financial crisis took hold, risk management has been a dominant topic in the corporate boardroom. There are myriad potential problems that companies can experience...
Reacting to data breach litigation
Companies are harvesting ever more data – from information about their own products to their increasingly global customer base, they are being forced to find new ways of storing this vast swathe of data...
ROUNDTABLE
MODERATOR: Julio César Betancourt, CIArb; THE PANELLISTS: Ben Knowles, Clyde & Co LLP; Gregory K. Bell, Charles River Associates; Elie Kleiman, Freshfields Bruckhaus Deringer LLP; Colin Johnson, Grant Thornton UK LLP; Lance Lee, Lee International IP & Law Group; and Julie Bédard, Skadden, Arps, Slate, Meagher & Flom LLP.
In a complex and expansive global business environment, the relationships between businesses, investors and third parties are, for the most part, diverse and far-reaching. Yet business relationships conducted on a global scale involving...
SPECIAL REPORT
In 2014, global mergers and acquisitions activity reached $3.5 trillion – the highest level attained since the financial crisis. Throughout 2015, such exceptionally strong M&A activity is expected to continue and spread...
FORUM: Valuation issues in M&A
FW moderates a discussion on valuation issues in M&A between Mike Thornton at Grant Thornton UK LLP, Yvette Austin Smith at The Brattle Group, and Gardner Dudley at Liquidity Services.
Shearman & Sterling LLP The global mergers & acquisitions marketplace has regained its strength after a steady climb out of the financial crisis, with Q1 2015 deal values of over $854bn surpassing 2007 levels. These market conditions...
Technology is transforming middle-market M&A
FOCUS Investment Banking LLC The megadeals get all the headlines, but the core of the M&A market worldwide is the middle-market. This is one of the largest financial markets in the world, yet it retains a level of level of inefficiency not...
Corporate venture capital – transforming funding of technology innovation?
CMS Corporate Venture Capital (CVC) is understood to refer to equity investment by a corporation into start-up companies, either directly or through the corporate’s own venture capital arm. Investment typically...
Making successful deals – when the deal is done, the work begins
PwC Soft M&A capabilities involve good feedback and feedforward processes, so that knowledge can be gathered and transferred effectively. This will ultimately enhance M&A governance and the quality of future acquisitions. Traditional M&A capabilities...
Enforcing a private company indemnity regime
Morris, Nichols, Arsht & Tunnell LLP Whether a private company acquisition is structured as a stock sale or a merger, the parties will often include in their deals provisions that specify when a buyer can bring claims for breach of representations. These provisions...
Cash pooling in Switzerland – impact on financings and M&A transactions
Prager Dreifuss Ltd. Cash pooling, which allows companies to combine their credit and debit positions from various accounts into one account, has become common for multinational groups in the business world of today. In Switzerland, company groups...
Argentina at a crossroads as the presidential election approaches
Marval, O’Farrell & Mairal Argentina is an extraordinary country for many reasons. Some of them we are proud of, such as being the birthplace of Pope Francis, of the world’s best current football player, and of the world’s best ever footballer (although this is not...
Ten things to know about Chinese acquirers
Pillsbury Winthrop Shaw Pittman LLP Completed Chinese cross-border M&A deals have maintained an annual aggregate value of over $40bn since 2012. Most of these deals are in the energy and power, materials and financial services industries. The top three favourite target...
Negotiating New Zealand’s overseas investment regime
Chapman Tripp New Zealand is an attractive destination currently for foreign investment – buoyed by strong demand, especially out of China, for primary production assets and a comparatively strong economy relative to the rest of the OECD...
Q&A: M&A in emerging markets – managing risk and creating value
FW moderates a discussion on M&A in emerging markets between Wael Jabsheh at Akin Gump Strauss Hauer & Feld LLP, Philip Lindop at Barclays Africa Corporate & Investment Banking, Thiago Sandim at Demarest Advogados, and Marcela Waksman Ejnisman at TozziniFreire Advogados.
DEALfront
mergers & acquisitions
Despite the overarching uncertainty surrounding the global oil and gas industry, the deal of the year so far was announced in April when Royal Dutch Shell agreed to acquire smaller gas focused rival BG Group for $70bn. The deal, once...
Nokia acquires Alcatel-Lucent for $16.6bn
In a $16.6bn deal, Finnish multinational communications and information technology company Nokia and leading IP networking, ultra-broadband access and cloud applications specialist Alcatel-Lucent have agreed to combine forces “to...
private equity & venture capital
Informatica sold in $5.3bn LBO
European private equity (PE) group Permira and the Canada Pension Plan Investment Board have agreed to acquire US data software and services firm Informatica Company in a deal worth approximately $5.3bn. The deal, announced...
Blackstone to acquire Excel Trust for $2bn
Global investment and advisory firm Blackstone Property Partners L.P. has entered into an agreement to acquire the real estate investment trust Excel Trust, Inc. in a transaction valued in the region of $2bn. The definitive agreement will see...
bankruptcy & corporate restructuring
EFH files $42bn restructuring plan
Nearly 12 months after filing for Chapter 11 bankruptcy protection, Energy Future Holdings Corp has filed the restructuring plan it hopes will allow the reorganisation of the company’s $42bn debt load, and finally see the firm exit...
EveryWare files for Chapter 11 bankruptcy
EveryWare Global, Inc. has announced that, following discussions with its lenders, it (and all of its domestic subsidiaries) has reached an agreement to pursue a restructuring plan to strengthen its financial position under...
PROFESSIONALinsight
Traversing the new landscape of international tax compliance
Ryan In the wake of the recent global economic crisis and the media spotlight on multinationals which have been perceived to have eroded their local tax base, the global focus on base erosion and profit shifting (BEPS) has drastically intensified...
Australian tax treatment of earnout arrangements
K&L Gates The Australian Treasurer recently released draft legislation to address significant uncertainty around the taxation of earnout arrangements. In Australia, earnout arrangements are used in mergers and acquisition transactions and their use...
Johnson Winter & Slattery The Australian Taxation Office (ATO) is currently undertaking consultation with the infrastructure sector on the issue of ‘negative control’ – i.e., when a power to veto certain corporate decisions delivers ‘control’ of a company – with a...
CONTRIBUTORS
Akin Gump Strauss Hauer & Feld LLP
Barclays Africa Corporate & Investment Banking
Chapman Tripp
Charles River Associates
CIArb
Clyde & Co LLP
CMS
Demarest Advogados
FOCUS Investment Banking LLC
Freshfields Bruckhaus Deringer LLP
Grant Thornton UK LLP
Johnson Winter & Slattery
K&L Gates
Lee International IP & Law Group
Liquidity Services.
Marval, O’Farrell & Mairal
Morris, Nichols, Arsht & Tunnell LLP
Pillsbury Winthrop Shaw Pittman LLP
Prager Dreifuss Ltd.
PwC
Ryan
Shearman & Sterling LLP
Skadden, Arps, Slate, Meagher & Flom LLP
The Brattle Group
TozziniFreire Advogados