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COVER STORY

Path to clearance: navigating European merger control

Dealmakers typically view merger control as an obstacle to be overcome – an obstacle that is becoming subject to increasing challenges. However, dealmakers with a proactive approach stand to benefit in terms of the deals they can credibly consider and the strength of their hand at the negotiating table.

FEATURES

Franchising M&A in 2025

M&A transactions in the franchise industry require careful planning and risk management. The due diligence process can be particularly intricate in franchise deals due to the volume of agreements, contracts and documentation that must be assessed.

Held to account: CFPB targets big tech

In late 2024, the Consumer Financial Protection Bureau finalised a new rule – ‘Defining Larger Participants of a Market for General-Use Digital Consumer Payment Applications’ – targeting companies such as Apple, PayPal and Zelle that collectively process billions of transactions each year.

Moving the dial: financing the energy transition

It is difficult to fully quantify the financial cost of decarbonisation, particularly as many estimates involve rapid and therefore expensive emissions cuts. Similarly, many analysts tend to overestimate energy demand and underestimate the speed and breadth of technological advances and their impact on the financial aspects of the energy transition.

Ahead of the curve: reputation management in 2025

From new technologies disrupting entire industries, to shifting cultural pressures and environmental responsibilities, companies must prepare for a wider variety of reputational risks – especially as they may be compromised not just by their own actions or those of their employees, but by third parties with whom they are associated, such as suppliers.

Revolutionising recruitment: the impact of GenAI

Recruitment strategies have evolved significantly over the years, shifting from traditional methods of selection to modern, technology-driven approaches that utilise artificial intelligence. Of these tech techniques, the one having a particular impact on the recruitment landscape, for both recruiters and applicants, is that of generative AI.

WORLDWATCH

Mergers & acquisitions

Geopolitical factors, digital transformation, fluctuating interest rates and tightening regulatory frameworks are among the factors disrupting the deal landscape, leaving many transactions delayed or restructured to mitigate risks. FW moderates a discussion between Timothy Marshall at Alliance Advisors, Alfredo Craca at Fivers, Will Heath at King & Wood Mallesons, Kristina Klaaßen-Kaiser at Linklaters LLP, Michael J. Delaney at Seyfarth Shaw LLP, and Felipe Areno at Skadden, Arps, Slate, Meagher & Flom LLP.

SPECIAL REPORT

Infrastructure & project finance

Q&A: Leveraging tax credit insurance to drive renewable energy investments

Transferability has allowed a much greater number of projects to be financed and move forward given that the tax equity market itself is somewhat capped. FW discusses how to leverage tax credit insurance to drive renewable energy investments with Steve Bunson, Barry Sklar, Sheldon Elefant, David Danesh and Brandon Edwards at Birch Risk Advisors.

The future of power is small modular reactors: development and financing overview

Mayer Brown LLP If successful, small modular reactors could become a cornerstone of a clean, reliable energy future, providing versatile power generation that helps meet climate goals while bolstering grid resilience and economic development.

A US manufacturing renaissance: onshoring the green energy supply chain

Latham & Watkins LLP Building and capitalising projects in this rapidly evolving asset class requires consideration of the current subsidy regime, the sources of capital available to these projects, as well as the contracting structures and revenue sources available to be leveraged.

Battery energy storage systems in Brazil: current regulatory and investment scenario

Veirano Advogados Although energy storage solutions have yet to be widely deployed in Brazil, generation flexibility remains a scarce commodity. Therefore, storage projects, including pumped hydro, could be the missing piece needed to enhance the country’s energy system.

Growth of data centre investments in Brazil

Campos Mello Advogados Brazil is emerging as a key player in the global data centre market. With its competitive advantage in renewable energy and the supportive regulatory framework, the country offers an exciting environment for data centre investments.

Transmission financing: lessons for emerging markets to overcome contractual risks and challenges

Trinity International (Singapore) Law Pte. Limited The rise of renewable energy has increased the need for adequate transmission systems, making public-private partnership models a likely focus for funding transmission assets in emerging markets in the coming years.

Unsolicited PPP proposals in the Philippines

Cruz Marcelo & Tenefrancia Any perceived advantage or benefit a public-private partnerships may enjoy in being more familiar with the peculiarities of the project, and earning the right to match, are offset by strictures and safeguards provided in the new PPP Code.

TALKINGpoint

Enhancing corporate transparency and combatting economic crime in the UK

A broadening of the definition of fraud will have an impact on the complexity and scope of compliance risks for organisations and could led to increased compliance costs. FW discusses corporate transparency and economic crime in the UK with Terry Seagreaves, Emma Browne, James Hensser, Alistair Grange and Michelle Davies at EY LLP.

Managing multinational tax risks: the role of tax liability insurance

Given the complexity and evolving nature of tax regulations, tax liability insurance is a powerful tool that helps businesses mitigate financial exposure and navigate tax-related uncertainties with confidence. FW discusses the role of tax liability insurance in managing multinational tax risks with Romain Tiffon at ATOZ Tax Advisers S.A.

DEALfront

mergers & acquisitions

Emerson acquires remaining stake in AspenTech for $7.2bn

In a portfolio-completing transaction, global technology and software company Emerson is to acquire the remaining shares of software supplier AspenTech it does not already own for $7.2bn.

American Axle to acquire Dowlais for $1.4bn

American Axle and Manufacturing has agreed to acquire GKN Automotive owner Dowlais in a $1.14bn cash and stock deal.

private equity & venture capital

Bain Capital acquires Apleona

On 14 February, Bain Capital, one of the world’s leading private investment firms, agreed to acquire Apleona, a leading European provider of integrated facility management based in Neu-Isenburg near Frankfurt, from PAI Partners, for a reported $4.2bn.

Triumph Group taken private in $3bn deal

In a deal that takes the aircraft parts and services supplier private, Triumph Group is to be acquired by private equity firms Warburg Pincus and Berkshire Partners for a total enterprise value of approximately $3bn.

bankruptcy & corporate restructuring

Nikola files for Chapter 11 bankruptcy protection

Electric vehicle maker Nikola has filed for Chapter 11 bankruptcy protection months after saying that it would likely run out of cash in early 2025.

Bright Green files for Chapter 11 to effect restructure

As part of its plans to reorganise and relaunch under a new name, pharmaceutical company Bright Green Corporation has filed for Chapter 11 bankruptcy protection.

SPOTlight

The continued creep of criminal law into the business sphere

McGuireWoods While there is a role for companies doing all the things you would expect, such as having internal controls and carrying out due diligence on the companies with whom they do business, actively pushing companies to report their own staff or agents for committing crime when it can land the company in trouble, is a step too far.

AI’s next era: industrial policy, global competition and the end of regulation-first thinking

Baker Botts LLP What began as a push for broad safety regulations has evolved into a race for technological supremacy, with nations prioritising competitive advantage over precautionary measures. This shift reflects growing recognition that AI leadership confers economic and military power, making it too strategic to constrain with heavy-handed rules.

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CONTRIBUTORS

Alliance Advisors

ATOZ Tax Advisers S.A.

Baker Botts LLP

Birch Risk Advisors

Campos Mello Advogados

Cruz Marcelo & Tenefrancia

EY LLP

Fivers

King & Wood Mallesons

Latham & Watkins LLP

Linklaters LLP

Mayer Brown LLP

McGuireWoods

Seyfarth Shaw LLP

Skadden, Arps, Slate, Meagher & Flom LLP

Trinity International (Singapore) Law Pte. Limited

Veirano Advogados