2019 ExpertBriefing
Minimising the costs and risks of merger control processes on M&A transactions
November 2019 | MERGERS & ACQUISITIONS
Ashurst LLP
Over 130 countries have merger control laws, allowing regulators to consider the impact of transactions on competition. In most jurisdictions it is mandatory to notify transactions to the regulator and obtain clearance before completion…
ESG importance on the rise as oil & gas makes the transition
November 2019 | FINANCE & INVESTMENT
Gneiss Energy
Investors are increasingly scrutinising oil & gas companies through the lens of environmental, social and corporate governance (ESG) factors, as momentum builds behind efforts to promote clean energy, sustainability and the energy transition. Pressure has increased…
Blockchain: the future of finance
November 2019 | BANKING & FINANCE
PJ Solomon Co.
Have you experienced a security breach in a personal account or had reason to question the cost of a banking transaction? Blockchain addresses these basic shortcomings in the internet while achieving additional material advances. This explains why pundits…
Integrating human rights assessments into your company’s sales compliance protocols
November 2019 | RISK MANAGEMENT
Nokia Corporation
According to the ‘UN Guiding Principles on Business and Human Rights’: “Business enterprises should respect human rights. This means that they should avoid infringing on the human rights of others and should address adverse human rights impacts…
The essential business of cyber security incident response planning
November 2019 | RISK MANAGEMENT
Robins Kaplan LLP
Cyber attacks and privacy breaches have dominated global news in recent years. From British Airways to Marriott, Facebook to Equifax, many of the world’s biggest companies have fallen victim to hackers preying on a dangerous combination of lax cyber controls and human error. National and state authorities have acted to protect their constituents…
How can you protect you and your firm from bribery and corruption?
November 2019 | FRAUD & CORRUPTION
International Compliance Association
Imagine the scenario: two of your colleagues, both working hard on different projects, have asked you for help. You know each of them well. They are both hard workers and always helpful, but one has been particularly accommodating to you in the past and recently…
European Union adopts new regulation on market surveillance and product compliance: economic operators in the internal market subject to reinforced obligations
November 2019 | GLOBAL TRADE
K&L Gates
On 20 June 2019, the European Parliament and the Council of the European Union adopted Regulation (EU) 2019/1020 the “Market Surveillance Regulation” on market surveillance and compliance of products, part of the so-called ‘Goods package’…
Strategic and practical imperatives for building Africa’s infrastructure
November 2019 | SECTOR ANALYSIS
SRK Consulting (SA)
Africa’s future is tied closely to its ability to trade and create opportunities for economic investment. This clearly needs infrastructure investments and improvements to be prioritised, opening the doors and smoothing the passage of people, material, energy…
Considerations for strategic acquirers in the R&W insurance market
September 2019 | MERGERS & ACQUISITIONS
Cleary Gottlieb Steen & Hamilton LLP
Over the last few years, the US market for representation and warranty insurance (RWI), has continued to mature, with notable increases in the number of policies priced and bound. These increases have been driven by improved pricing resulting...
Outlook for warranty & indemnity insurance in Spain
September 2019 | MERGERS & ACQUISITIONS
Uría Menéndez
Although warranty & indemnity insurance policies (W&I) arrived in the Spanish M&A market more than 10 years ago, only recently have they gained traction as a valuable and increasingly popular tool, particularly in certain sectors, such as real estate...
Hope for the best, plan for the worst
September 2019 | RISK MANAGEMENT
DAC Beachcroft
Data breaches and cyber incidents are an unavoidable part of doing business. While good cyber security and data protection measures will reduce the risk of an attack or breach, new threats continue to emerge. The job of defending systems and...
German legislation and its impact on employees’ rights in internal investigations
September 2019 | LABOUR & EMPLOYMENT
Hengeler Mueller
In recent years, internal investigations have become common practice across continental Europe, and particularly in Germany. However, German legislation has not yet provided comprehensive and unanimous regulations. Currently, statutory provisions...
Privilege logs in the Delaware Court of Chancery
September 2019 | LITIGATION & DISPUTE RESOLUTION
Quinn Emanuel Urquhart & Sullivan LLP
As the Sedona Principles recognise, “preparing and reviewing a privilege log can be extremely time-consuming. The immense volume of electronically stored information (ESI) now subject to discovery exacerbates the problem”. The volume of ESI in modern litigation...
Recent developments in the CFIUS process
August 2019 | MERGERS & ACQUISITIONS
Gibson Dunn
The Committee on Foreign Investment in the United States (CFIUS) kicked into high gear this spring with a number of notable cases and developments. CFIUS is an inter-agency group authorised to review the national security implications associated...
How New York UCC, Article 9, applies to the sale and purchase of accounts receivable
August 2019 | BANKING & FINANCE
Watson Farley & Williams LLP
The sale of accounts receivable is a viable option for sellers to increase cash flow. Likewise, purchasing accounts receivable at a discount can be a good business opportunity. When buying accounts receivable, purchasers must comply with Article 9...
Risky business: the use of INTERPOL by states in politically motivated cases against company executives
August 2019 | BOARDROOM INTELLIGENCE
Peters & Peters Solicitors LLP
The idea of an International Criminal Police Organisation (INTERPOL) began life in 1914, with a discussion between lawyers and police from 24 countries. Officially established in 1923 and headquartered in France, INTERPOL now has 194 member countries...
What is a D&O insurance contract for?
August 2019 | BOARDROOM INTELLIGENCE
Chalfin, Goldberg, Vainboim & Fichtner Advogados Associados
The insurance contract for civil liability of directors and officers (D&Os), commonly known as D&O insurance, has recently caught the attention of the Brazilian business community. The compliance and corporate governance advantages, as well as the...
New powers in the Criminal Finances Act 2017
August 2019 | FRAUD & CORRUPTION
BLM
By adopting the approach taken to tackle money laundering and corruption by enforcement authorities in some jurisdictions, the UK government’s 2016 plan, which included consultation with big businesses, law enforcement agencies (LEAs) and...
Data may well be touted as the ‘new oil’ but how can you buy data sets without falling foul of data protection law?
August 2019 | DATA PRIVACY
Fieldfisher
Where data sets contain information that can directly or indirectly identify living individuals, data set buyers need to comply with data protection laws. Data protection regulations may be seen as a threat to certain data-dependent business models, especially...
Intellectual property in the food industry
August 2019 | INTELLECTUAL PROPERTY
Gearhart Law LLC
For the food industry, it is no longer what we eat, how we eat and how it is made – it is also the scientific and related technologies surrounding our food. If you want to protect something, or to stop someone from doing the same thing that you are doing in...
The impact of blocking statutes on cross-border internal investigations
August 2019 | LITIGATION & DISPUTE RESOLUTION
Nokia Corporation
A company investigating employee misconduct or violation of law, whether for internal purposes, relating to litigation or to make a disclosure to law enforcement or regulatory authorities, will often be required to transfer data across national borders...
The impact of termination of a tenancy on the unexpired term
August 2019 | LITIGATION & DISPUTE RESOLUTION
Zaid Ibrahim & Co.
The retail sector in Malaysia has plenty to offer tenants and landlords alike. People love shopping complexes and hence tend to ‘mall crawl’. The industry is buoyed by this culture. There are plenty of mall-based real estate investment trusts (REITs) and...
ATAF’s suggested approach to drafting transfer pricing legislation – a look at the rule on intangibles
August 2019 | CORPORATE TAX
MAERSK
The African Tax Administration Forum (ATAF) is a platform for cooperation among African tax authorities. The ATAF is working toward increasing the level of voluntary compliance while combating tax evasion and avoidance. This is done through...
Spain: a frontrunner in using harmonised EU alternative investment funds
July 2019 | FINANCE & INVESTMENT
Cuatrecasas
The Spanish alternative investment sector has experienced significant growth recently, as signalled by the increasing number of management companies and funds operating in the country. This growth has drawn the attention of private banking clients...
The bouncing Czech: investing in the Czech Republic for Soviet-like returns
July 2019 | FINANCE & INVESTMENT
Eurasia Group
Like most Central European countries, the Czech Republic is in a state of political turmoil. Once hailed in the West as a prosperous post-communist success story, it had a bright future, a growing economy and a promising pro-Western intellectual society...
Recent cyber security and data privacy developments
July 2019 | RISK MANAGEMENT
Cleary Gottlieb Steen & Hamilton
Data privacy and cyber security continues to make headlines. Companies are continually being targeted by cyber criminals, ranging from lone hackers to state-sponsored hacking organisations, highlighting the risks and potential costs of cyber...
Controllership existentialism: recent CJEU case law on determining controllership and its implications for business
July 2019 | DATA PRIVACY
Fieldfisher LLP
Navigating the world of European data protection law is not for the faint hearted. With multiple interacting pieces of legislation in force in each European Union (EU) Member State, even getting to grips with the underlying principles of the law...
Possible amendments to Japan’s Act on the Protection of Personal Information in 2019
July 2019 | DATA PRIVACY
Mori Hamada & Matsumoto (Japan)
On 25 April 2019, the Personal Information Protection Commission of Japan (PPC) published an interim report called “Interim report on the so-called review of APPI every three years”. The Act on the Protection of Personal Information (APPI)...
Applications in winding-up proceedings in Nigeria: settled and unsettled issues
June 2019 | BANKRUPTCY & RESTRUCTURING
Fidelis Oditah & Co.
Winding-up proceedings are unique proceedings in a class of their own. Nigeria’s Companies Winding-up Rules, 2001 (CWR) embody procedural provisions which govern winding-up proceedings. Applications are ubiquitous and indispensable in civil...
Accumulated losses and risk of statutory dissolution under Saudi companies law
June 2019 | BANKRUPTCY & RESTRUCTURING
King & Spalding
Most businesses in the Kingdom of Saudi Arabia operate on a Shari’ah-compliant basis but must also observe local regulations and need to understand the requirement to maintain stated capitalisation. A great deal of concern is in relation to the statutory dissolution...
Regulation of the European financial services industry
June 2019 | BANKING & FINANCE
Cases & Lacambra
A decade after the start of the global, yet quintessentially European, political, social and legal race to find the real culprits of the financial crisis, the current landscape is paradoxically opposed to where the prevailing winds were supposed to be taking European...
An incremental improvement to capital markets
June 2019 | CAPITAL MARKETS
Liquidity Digital
The offshoots of blockchain have induced speculative bubbles, promises of new paradigms, talk of disrupting status quo business models and even whispers of creating a new internet. But where are the practical applications that lay people can...
Enhancing compliance, accountability and transparency through whistleblowers
June 2019 | FRAUD & CORRUPTION
European Commission
In its 2016 communication, ‘EU law: Better results through better application’, the European Commission (EC) acknowledged that applying and enforcing EU law remains a challenge. Recent large-scale scandals such as ‘Dieselgate’, ‘Lux leaks’...
Employment issues to consider when expanding in the United States
June 2019 | LABOUR & EMPLOYMENT
Sheppard Mullin Richter & Hampton
So you want to open an facility or hire employees in the United States? Perhaps you seek to expand into new markets, open up to new customer bases or take advantage of a different pool of employees. You will, of course, face obvious legal hurdles involving...
The applicable law in cross-border litigation – a frontrunner’s choice?
June 2019 | LITIGATION & DISPUTE RESOLUTION
Meyerlustenberger Lachenal (MLL)
Choice of jurisdiction and applicable law clauses are some of the most controversial points during contract negotiations. Contracting parties want to make sure that contractual disputes are adjudicated in their ‘home court’ and in accordance...
Cryptocurrency and blockchain: hitting the real world, and some real-world problems
May 2019 | BANKING & FINANCE
Greenspoon Marder LLP
Conferences and webinars devoted to cryptocurrency or blockchain are becoming increasingly common. Depending on an attendee’s attitude toward technology and, arguably, to new modes of finance, these events may seem like the wonders of tomorrow...
Infrastructure projects in Brazil: the road to partnerships
May 2019 | FINANCE & INVESTMENT
Investment Partnerships Program (IPP)
Brazil has, historically, had to contend with a huge infrastructure gap. Currently, annual investments from private and public sources are insufficient to even cover depreciation. The Brazilian public budget is unable to fill this gap; thus, the only way to satisfy...
Cyber risks coverage in Brazil
May 2019 | RISK MANAGEMENT
Chalfin, Goldberg, Vainboim & Fichtner
The 21st century has been shaped by the fourth industrial revolution: primarily, the arrival of the digital age, the spread of technology and the nascent growth of the Internet of Things (IOT). And while everyday life has become more practical because of the growing influence of digitalisation and technology, companies are facing increased and...
Safeguarding corporate brand and reputation
April 2019 | RISK MANAGEMENT
ALMT Legal
The most invaluable assets of a business are its brand name and reputation. Indeed, a company’s brand and reputation is often synonymous to its success. Corporates often believe that the trust and loyalty a brand can invoke in a market is a vital element in...
Cyber crime in the UK – is it is bad as they say or worse?
April 2019 | RISK MANAGEMENT
Hodge Jones & Allen
In November 2016, the government published the ‘National Cyber Security Strategy 2016-2021’ (NCSS). Philip Hammond, who was appointed Chancellor of the Exchequer on 13 July 2016, drafted the forward that said: “Cyber-attacks are growing more frequent...
Patisserie Valerie and fraud prevention
April 2019 | FRAUD & CORRUPTION
Kingsley Napley LLP
With the collapse into administration of Patisserie Valerie still fresh in everyone’s mind, this is a useful moment to reflect on fraud prevention measures and how the company’s collapse could have been avoided or the effects of the fraud mitigated...
Contract remedies in the United States
April 2019 | LITIGATION & DISPUTE RESOLUTION
Kirkland & Ellis LLP
Whether in litigation or arbitration, the available remedies and the corresponding limitations for breach of contract claims drive decisions about whether to pursue claims or settle. The law in the US provides remedies for breach of contract that are monetary...
Protecting corporate reputation
April 2019 | LITIGATION & DISPUTE RESOLUTION
Hamlins LLP
The impact of attacks on the reputation of corporate entities has never been so potentially damaging. The use of social media and the propensity for news to ‘go viral’ has heightened the need for companies to develop robust preventative strategies...
Financial regulation in Portugal: reflections on 2018
February 2019 | BANKING & FINANCE
Cuatrecasas
There were a number of regulatory milestones in Portugal in 2018. In this article we examine the three main directives which came into force during the year, the implementation of which raises regulatory challenges for financial entities operating in Portugal...
Solving the ethics enigma
February 2019 | BOARDROOM INTELLIGENCE
Business Ethics Advisors, LLC
For any company, even an allegation, much less the truth, of unethical or criminal behaviour may result in millions of dollars in legal fees, fines and penalties, reduced market capitalisation and, potentially, criminal liability. For example, Volkswagen’s diesel scandal...
The profits of zoom
February 2019 | BOARDROOM INTELLIGENCE
Henley Business School
We work in a world where being effective as a global business is essential. However, despite this, there is no single proven programme or discipline which provides leaders with the capabilities and competencies they need to succeed. If this is the case, then...
The new Italian CFC regime
February 2019 | CORPORATE TAX
LMS Studio Legale
Legislative Decree No. 142 of 29 November 2018, published in the Italian Official Gazette on 28 December 2018, implemented Council Directive (EU) 2016/1164 of 12 July 2016, setting forth new rules against tax avoidance, known as the Anti Tax Avoidance Directive (ATAD)...
Reflections on the MTN Nigeria Communications case
February 2019 | LITIGATION & DISPUTE RESOLUTION
Sofunde Osakwe Ogundipe & Belgore
On 29 August 2018, Nigeria’s Central Bank (CBN) announced the imposition of sanctions against MTN Nigeria Communications Limited (MTNN) and four commercial banks for the alleged “flagrant violation of extant laws and regulations of the Federal Republic of Nigeria”. The CBN demanded that MTNN return to Nigeria some US$8.13bn, which the CBN claimed...
Latest ruling of the Italian Supreme Court on claims made clauses
February 2019 | LITIGATION & DISPUTE RESOLUTION
PG Legal
The inclusion of claims made clauses in professional liability insurance contracts has become common in Italy in recent times, having been the subject of several rulings by the Italian Supreme Court, in which the latter has adopted contradicting positions...
Mediation: an ideal solution for international business disputes in Vietnam?
February 2019 | LITIGATION & DISPUTE RESOLUTION
Dzungsrt & Associates LLC
The Department of Foreign Investment of the Ministry of Planning and Investment of Vietnam reported that, up to October 2018, there were 26,876 effective investment projects nationwide, with total registered capital of US$336.2bn. Furthermore, according...
Twists and turns on the road to a real rescue culture
January 2019 | BANKRUPTCY & RESTRUCTURING
BM&T
Business failures are an emotional subject. Inevitably, stakeholders lose out, some more than others. Insolvency laws change in response to perceived problems and the mantra is to improve the prospects of business rescue. With further legal changes...
What about Brexit and financial institutions?
January 2019 | BANKING & FINANCE
Buren
The exit of the United Kingdom (UK) from the European Union (EU) is fast approaching. On 22 November 2018, it was announced that the EU and the UK had reached ‘an agreement in principle’ on their relationship after Brexit. On 25 November 2018...
The private placement memorandum’s evolving role in the expanding market for global capital
January 2019 | FINANCE & INVESTMENT
Royse Law Firm P.C.
Private equity (PE) markets are flourishing. Investor confidence looks to be on the uptick in the aftermath of the 2008 global financial crisis that was partly triggered by the failure to accurately evaluate the risks of certain investments. One could say...
US enforcement authorities penalise companies for inadequate anti-money laundering compliance programmes
January 2019 | FRAUD & CORRUPTION
Miller & Chevalier
In 2018, US enforcement authorities demonstrated their commitment to anti-money laundering (AML) compliance through prosecutions and resolutions with financial and non-financial institutions. This article will highlight 2018’s key enforcement actions...
The Brazilian general data protection law
January 2019 | DATA PRIVACY
Chalfin, Goldberg, Vainboim & Fichtner
Federal Law No. 13,709/18, the so-called General Law on the Protection of Personal Data (LGPD), was introduced on 14 August 2018 and will come into force in February 2020, after 18 months of vacatio legis, providing new rules for the use of personal data...
Claims against states: investment treaties and the financial sector
January 2019 | LITIGATION & DISPUTE RESOLUTION
Shearman & Sterling
When Croatia legislated to convert loans by Austrian banks denominated in Swiss francs into euros in 2015, after the Swiss franc surged in value, several affected banks made claims for compensation against the Croatian government. The banks brought their claims...
Preparing for international arbitration – focusing on Russian clients
January 2019 | LITIGATION & DISPUTE RESOLUTION
Khrenov and Partners
In any arbitration, the role of preliminary evidence gathering and the importance of understanding the facts of the case cannot be overestimated. Although this might seem self-explanatory, one should bear in mind that the level of detail necessary...