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COVER STORY

Fresh linking: TPRM across the supply chain

Organisations are increasingly reliant on third-party suppliers to deliver business-critical products and services to their clients and customers. These third parties have the potential to expose their clients to risk and cause major disruptions.

FEATURES

Steady going: North American cross-border M&A

Regardless of a tightening regulatory outlook, foreign acquirers sizing up North American assets are expected to maintain a strong appetite through 2023 and beyond.

Cloud benefits: unlocking M&A

With deals having the capacity to be complicated and fraught with peril, especially with respect to information technology, cloud services offer an expedient answer.

On the same page: mitigating APP fraud

With the cost to business and society of APP fraud increasing, the UK payments industry is pulling out the stops to prevent these scams from happening and to better protect people if they do fall victim.

Sustainable and responsible corporate behaviour: unpacking the CSDDD

Once it enters into force, the CSDDD could be an effective tool in helping companies within the EU to achieve societal good in the face of shifting stakeholder expectations and greater ESG demands.

ESG disputes in international arbitration

Companies, investors and asset managers now find themselves in legal jeopardy from several directions, making it hard to come up with a definitive plan or strategy around ESG disputes.

ROUNDTABLE

International arbitration

International arbitration has been a hotbed of activity in recent years, with innovation and change making the process more efficient, diverse and inclusive. Evolving and adapting to changing circumstances, the arbitration world continues to focus on expediency, transparency and fairness in the arbitration process. FW moderates a discussion between Richard Bamforth at CMS, Jonathan Ripley-Evans at Herbert Smith Freehills, Sam Zimmerman at Hogan Lovells, Steven Andersen at ICDR, Rashda Rana a Senior Legal Consultant to National Grid, and John Rhie at Quinn Emanuel Urquhart & Sullivan LLP.

SPECIAL REPORT

Infrastructure & project finance

Q&A: Energy & infrastructure M&A

We have found that investors are looking at projects earlier and earlier in their development cycle so they can capture the full potential of an asset. FW discusses energy & infrastructure M&A with Jillian Ashley, Jennifer Wnek, Andrea Lucan, Kent Rowey and Simon Clark at Allen & Overy.

The rise and rise of the energy transition

Herbert Smith Freehills Increased investment levels are being driven by strong government policy toward low carbon investment and supported by an intense effort on the part of governments around the world to create the regulatory regimes and incentives for low carbon technologies to attract investment.

Inflation Reduction Act – consideration of US investment incentives and construction of renewables infrastructure

Quinn Emanuel Urquhart & Sullivan UK LLP The IRA has already proven to be a significant driving force to accelerate change in the energy sphere inside and outside the US, prompting much needed investment in the diversification of energy infrastructure and technologies.

Development of the US hydrogen market: incentives and challenges

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates The US is dedicated to expanding the production and use of clean hydrogen to reduce GHG emissions and strengthen domestic energy security. Significant challenges remain, which will require a concerted effort across government, industry and the financial sector.

Financing standalone battery storage: the Inflation Reduction Act unlocks the tax equity investor

Mayer Brown LLP As the battery storage industry strives to replicate the advances in technology and cost savings that solar and wind have achieved over the past two decades, the investment tax credit is expected to serve as a highly effective policy tool.

Energy transition and critical minerals in Canada

McCarthy Tétrault LLP As a current and potential source of many critical minerals and metals, Canada and its provinces have taken steps in recent years to promote development of these resources and to further cultivate a role in the critical minerals value chain on provincial, national and global levels.

Expansion of the Brazilian power trade market – impacts and opportunities for foreign investment

Veirano Advogados Brazil has been taking steps toward expanding its power market and modernising applicable regulations, which creates multifaceted opportunities for investors in the country.

Q&A: Investment in the nuclear energy sector

Nuclear is the only proven technology capable of generating low carbon, baseload power to complement renewable assets like wind and solar. It also offers significant energy security benefits over coal, oil and gas. FW discusses investment in the nuclear energy sector with Karen Rowe at Addleshaw Goddard, Ian Truman at Burges Salmon LLP and Robert Armour at Gowling WLG.

TALKINGpoint

The evolving AML and sanctions landscape in Germany

Financial crime in its various forms is more an area of focus than ever in Germany, frequently discussed from a political point of view at federal level. Especially for non-financial companies, the latest developments and highly dynamic sanctions landscape creates uncertainty but also increased awareness. FW discusses the evolving AML and sanctions landscape in Germany with Lars-Heiko Kruse, Saskia Isabell Platte and Marco Smeets at PricewaterhouseCoopers GmbH WPG.

Tax transparency and ESG

Voluntary tax transparency standards are increasingly being adopted by businesses, and this is absolutely an opportunity to generate trust and goodwill. Reporters must weigh the risk of providing too much information against the risk of providing not enough at all. FW discusses tax transparency and ESG with James Gordon, Mark Kennedy and Diana McCutchen at Deloitte Tax LLP.

DEALfront

mergers & acquisitions

Matador Resources to acquire Advance Energy for $1.6bn

In the biggest deal in its 20-year history, oil and gas producer Matador Resources Company is to acquire exploration and production company Advance Energy Partners Holdings, LLC.

Vodafone to sell Hungarian unit for $1.82bn

British telecoms group Vodafone has agreed to sell its Hungarian business to local IT company 4iG and the Hungarian state for $1.82bn, including debt. The deal, initially announced in August 2022, is part of Vodafone’s plan to simplify its sprawling business.

private equity & venture capital

Magnet Forensics sold to Thoma Bravo for $1.3bn

In a deal which expands its cyber security reach, US private equity and growth capital firm Thoma Bravo is to acquire Canadian digital forensic software company Magnet Forensics for $1.3bn.

Chesapeake Energy to divest part of operations to PE-backed firm

Private equity-owned WildFire Energy has agreed to acquire the bulk of Chesapeake Energy’s Texas oil assets in a deal worth $1.4bn.

bankruptcy & corporate restructuring

Party City files for Chapter 11 protection

Retailer Party City has filed for Chapter 11 bankruptcy protection in a bid to restructure its heavy debt load and keep its doors open after supply chain woes, rising inflation and a consumer slowdown dramatically impacted sales.

Crypto lender Genesis files for bankruptcy protection

Another casualty of the contagion spreading across the cryptocurrency sector in the wake of the collapse of FTX, industry pioneer and digital currency prime brokerage Genesis Global Holdco, LLC has filed for Chapter 11 bankruptcy protection.

SPOTlight

National security: a review of the first year of the UK’s foreign investment regime

Davis Polk & Wardwell In the 14 months since the NSIA regime became operational, it has demonstrated its ability to disrupt cross-border deals and prohibit or condition approval on far-reaching remedies.

European merger control – key considerations for public M&A and private equity

K&L Gates The European Commission and the UK Competition and Markets Authority have become increasingly aggressive in their jurisdictional reach and their merger enforcement.

Reframing net-zero emissions and environmental sustainability as mission critical

National Renewable Energy Laboratory (NREL) Leaders who embrace this new and evolving paradigm for boards and CEOs impart an enormous opportunity to boost shareholder value while also creating a platform and a set of principles for investment and operations that will have lasting impact.

Cyber security in the boardroom

Baker Botts Privacy and security present operational, reputational and compliance risks that directly impact the board of director’s fiduciary obligations in their oversight function.

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CONTRIBUTORS

Addleshaw Goddard

Allen & Overy

Baker Botts

Burges Salmon LLP

CMS

Davis Polk & Wardwell

Deloitte Tax LLP

Gowling WLG

Herbert Smith Freehills

Hogan Lovells

ICDR

K&L Gates

Mayer Brown LLP

McCarthy Tétrault LLP

National Renewable Energy Laboratory (NREL)

PricewaterhouseCoopers GmbH WPG

Quinn Emanuel Urquhart & Sullivan LLP

Senior Legal Consultant to National Grid

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Veirano Advogados