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MAGAZINE

August 2020 Issue

Financier Worldwide Magazine


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COVER STORY

The burden of power: D&O liability in a crisis

Difficult decisions are the privilege of rank; accountability for their outcome equally so. At the director and officer (D&O) level of a company, this is generally a given, although the trick is to balance liability equitably. In an era of coronavirus (COVID-19)…

FEATURES

COVID-19: startups on the edge

The investment industry has been adversely impacted by the outbreak of COVID-19, which has posed formidable financial and operational challenges through the first half of 2020. One of the hardest hit areas has been the startup space, with thousands of…

EU FDI screening

In March 2019, the European Union (EU) introduced FDI Screening Regulation (EU 2019/452) to establish a framework for screening foreign direct investment (FDI) into the bloc. Covering a broad range of foreign investments affecting ‘security or public order’…

LIBOR transition amid COVID-19

As a result of coronavirus (COVID-19)-related disruption, the transition from the London Interbank Offered Rate (LIBOR) to alternative reference rates – scheduled for the end of 2021 – may prove more challenging for firms than originally anticipated and potentially…

Disclosure issues in a COVID-19 context

Public companies of all sizes have had significant challenges to overcome since the outbreak of COVID-19, including the pressing issue of how to handle reporting disclosures to the market. The reality is that many companies have been negatively impacted by the pandemic…

TP amid COVID-19: assessment and ramifications for MNEs

Tax systems, in common with many corporate processes and procedures, are currently under pressure due to the global impact of coronavirus (COVID-19), with the transfer pricing (TP) planning of multinational enterprises (MNEs) being a case in point…

ROUNDTABLE

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Managing transactional risk

THE PANELLISTS: Elliot H. Kowalski, AIG; Marc B. Sherman, Alvarez & Marsal; Michael Wakefield, CAC Specialty; Jay Rittberg, Euclid Transactional; Brian Hendry, Paragon International Insurance Brokers Ltd; Toria Lessman, QBE; Nuala Read, Tokio Marine HCC; and Sammy Shihab, Transact Risk Partners LLP.

All M&A transactions, whatever their value and volume, should be subject to rigorous legal, tax and financial due diligence, in order to fully assess the target. Each acquisition is unique, and transactional risk management must take into consideration the goals…

SPECIAL REPORT

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Competition & antitrust

Q&A: Managing antitrust risks amid COVID-19

FW discusses managing antitrust risks amid COVID-19 with Jorge Padilla, David Sevy, Lorenzo Coppi, Rameet Sangha and Urs Haegler at Compass Lexecon.

US merger review process unchanged despite pandemic and recession

Hughes Hubbard & Reed The economic downturn caused by the coronavirus (COVID-19) outbreak has left no sector of the economy untouched. As the economy begins to reopen and firms start picking up the pieces, there may be an increase in the number of mergers and acquisitions (M&A)…

Canadian COVID-19 considerations – temporary competition law and foreign investment policies

McCarthy Tétrault LLP As the COVID-19 pandemic has brought global economic activity to a near standstill, regulators in many countries have been grappling with how best to mitigate the potential competition law and foreign investment risks. Canada has been no exception. On the competition law…

Competitor cooperation in the time of COVID-19: competition law suspended?

Arnold & Porter Competition law generally prevents cooperation between competitors. There are some limited exceptions but on the whole the purpose of competition law is that competitors compete in the market and that this drives efficiency and consumer welfare. Coronavirus…

A sustainable future for competition law

Slaughter and May There is widespread recognition of the need to address global sustainability challenges, such as greenhouse gas emissions and climate change. While competition law may not be an obvious response to these challenges, it does have an important role to play...

European Commission takes serious hit in court’s overruling of decision to prohibit Hutchison/O2 merger

Baker Botts LLP On 28 May, the EU’s General Court (GC) delivered one of the most significant knockbacks to the European Commission in respect of a merger decision for many years: its judgment in CK Telecoms UK Investment v Commission annulled the decision by the Commission…

UK merger control: increased intervention poses greater risks for international acquisitions

Gowling WLG (UK) LLP In March 2020, Andrea Coscelli, chief executive of the UK’s Competition and Markets Authority (CMA), confirmed that the CMA is using a “wider and more sophisticated range of evidence” in its merger control investigations, which is expected to “lead to more competition concerns…

Whistleblower programmes – making cartel detection more effective

Constantine Cannon LLP Competition law prohibits agreements and arrangements that inhibit competition between businesses, harm consumer welfare and stifle innovation. Cartels, such as bid-rigging, price fixing or market-sharing, are prime examples of the most severe infringements of competition…

The patent-antitrust interface: comparing US and European approaches

Ladas & Parry LLP In both jurisdictions there are legislative provisions relating to agreements in restraint of trade (in the US, Section 1 of the Sherman Act and Section 3 of the Clayton Act…

Q&A: Antitrust & competition challenges in the energy and utilities sector

FW discusses antitrust & competition challenges in the energy and utilities sector with Catriona Hatton at Baker Botts, Antón Garcia at Compass Lexecon and Joseph Krauss at Hogan Lovells US LLP.

TALKINGpoint

Impact of COVID-19 on M&A in the energy & utilities sector

FW discusses the impact of COVID-19 on M&A in the energy & utilities sector with Lars Holm and Jan Zenneck at Boston Consulting Group.

DEALfront

mergers & acquisitions

Just Eat to acquire rival Grubhub

After months of speculation regarding its future, US food delivery company Grubhub is to be acquired by Amsterdam-based firm Just Eat Takeaway. The all-stock transaction gives Grubhub shares an implied value of $75.15, implying a total equity value of $7.3bn on…

Zynga to buy Peak for $1.8bn

In what is its biggest acquisition in its 13-year history, social gaming company Zynga is to buy global online and mobile gaming firm Peak Games in a transaction valued at $1.8bn. The definitive agreement will see Zynga acquire 100 percent of Peak…

private equity & venture capital

PE-backed ZoomInfo IPO raises $1bn

In the largest US technology listing of 2020 so far, go-to-market intelligence platform ZoomInfo Technologies has raised almost $1bn after its initial public offering (IPO) sold 44.5 million shares at $21 per share – toward the higher end of its target range. ZoomInfo’s listing…

Alternatives specialist Stafford buys Robeco’s $1.5bn PE business

Stafford Capital Partners has bought the private equity business of Dutch asset manager Robeco for $1.5bn. The deal will add to Stafford’s growing operations in Europe. The combined private equity business will represent $3.1bn of assets under management (AUM)…

bankruptcy & corporate restructuring

Hertz files for Chapter 11 bankruptcy

Due to the sudden and dramatic impact of coronavirus (COVID-19) on travel demand, car rental company Hertz Corporation – a subsidiary of Hertz Global Holdings, Inc. – and a number of its US and Canadian subsidiaries, have voluntarily filed for Chapter 11 reorganisation…

The Restaurant Group undertakes financial restructuring

UK-based The Restaurant Group has announced it plans to close 125 of its underperforming restaurants in a significant cut to the size of its estate. The COVID-19 pandemic and lockdown has had a dramatic impact on the country’s mid-market casual restaurant sector…

SPOTlight

Structuring a business for survival

Trowers & Hamlins Since the lockdown was imposed in the UK on 23 March 2020 in response to the COVID-19 pandemic, the government has spent an unprecedented amount of money supporting businesses through the initial phase of the crisis. But as the picture improves and lockdown…

Private capital is the oil in the engine: without it we cannot restart the economy

London Technology Club Private investors, alongside government, will play a central role in getting the global, UK and London economy back on track after COVID-19. Private capital is the oil in the car engine, and without it circulating, the chances of a smooth recovery significantly diminish. Investors…

Reviewing default triggers: pragmatic solutions from the Antipodes

Fieldfisher Australia’s status as a mature, independent, resource-rich nation with a strong core banking sector, seemingly immune to the business cycles to which many of its peer nations are tied, gives rise to some interesting market divergences in documenting loan transactions when…

Making the case for Europe-Africa trade

British Arab Commercial Bank (BACB) The European Union (EU) is Africa’s largest trade partner – constituting 31 percent of the continent’s exports and 29 percent of its imports. Logically therefore, the trading relationship between these two regions – that had been showing signs of great potential pre-coronavirus…



CONTRIBUTORS

AIG

Alvarez & Marsal

Arnold & Porter

Baker Botts LLP

Boston Consulting Group

British Arab Commercial Bank (BACB)

CAC Specialty

Compass Lexecon

Constantine Cannon LLP

Euclid Transactional

Fieldfisher

Gowling WLG (UK) LLP

Hogan Lovells US LLP

Hughes Hubbard & Reed

Ladas & Parry LLP

London Technology Club

McCarthy Tétrault LLP

Paragon International Insurance Brokers Ltd

QBE

Slaughter and May

Tokio Marine HCC

Transact Risk Partners LLP

Trowers & Hamlins


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