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COVER STORY

Business impacts of GenAI: advantages and pitfalls

Impacting many segments of society and industry, GenAI is expected to accelerate innovation like never before.

FEATURES

Labour and employment issues in M&A

Integration, retention and cultural challenges mean acquirers must think long and hard about the impact of their transactions on the workforce, and plan accordingly.

Huge and growing: the rise of NAV financing

Although many NAV lenders and borrowers are reportedly grappling with how to price the underlying assets in a NAV facility amid current market conditions, this problem has not stalled momentum.

Level playing field: EU’s MiCAR gets the nod

MiCAR promises to enshrine a more comprehensive framework for crypto issuers and service providers, increasing transparency and driving compliance with AML rules.

Germany’s SCA: challenges and opportunities

A long-overdue piece of legislation, the SCA brings significant changes to how businesses in Germany operate, with new requirements for risk management and compliance processes.

Crackdown on fraud: UK proposes new fraud offence

If fraud is committed by an employee of an organisation, the organisation must be able to demonstrate it had reasonable measures in place to deter the offending or risk receiving an unlimited fine.

ROUNDTABLE

Managing transactional risk

Stakeholders in the M&A game appreciate how fast risk factors change in this dynamic endeavour. Buyers understand that a typical deal will have inherent risks in both the target company and the transaction process itself, with the due diligence approach varying depending on the nature of the operations of the business to be acquired. FW moderates a discussion between Marc Sherman at Alvarez & Marsal, Tanyel Serpemen at Ambridge Europe, Lance Fraser at Chubb, Miranda Ma at Euclid Transactional, LLC, Roy Reynolds at Great American Insurance Group, and Connor Williams at Vanbridge.

SPECIAL REPORT

Competition & antitrust

Q&A: Antitrust implications of ESG initiatives

Given the lack of practical guidance, firms should reach out to regulators to discuss their ESG plans informally. In private litigation, there has been a recent and significant increase in the number of climate-related cases brought against corporations both in the US and the European Union. FW discusses the antitrust implications of ESG initiatives with Kadambari Prasad, Nadine Watson and Frédéric Palomino at Compass Lexecon.

Fix-it-first: navigating a seismic shift in US antitrust agency approaches to merger remedies

WilmerHale Notwithstanding the potential benefits, a fix-it-first strategy can be difficult to execute. Accordingly, parties should carefully assess the need for and the potential advantages and disadvantages of pursuing a fix-it-first strategy at the earliest stages of deal consideration.

Contractual joint ventures and competition law issues

Norton Rose Fulbright Although contractual joint ventures are feasible, legal uncertainties and compliance costs are significant when compared to equity joint ventures, which from a competition law perspective remain the more straightforward choice for parties.

Employers beware: Canada’s wage-fixing and no-poach offence now in effect

McCarthy Tétrault LLP On 23 June 2023, a new criminal offence in Canada’s Competition Act came into force that criminalises agreements between unaffiliated employers to fix salaries, wages or other terms and conditions of employment or agree to refrain from soliciting or hiring each other’s employees.

Post-Amex – market definition and anticompetitive effects

Skadden, Arps, Slate, Meagher & Flom LLP Since Amex, courts consistently have required inclusion of both sides of transaction platforms in the relevant market, and proof of net harm to both sets of consumers.

Amended guidance and upcoming guidelines on exclusionary abuses – more enforcement and less clarity?

Latham & Watkins On 27 March 2023, the European Commission published an amending communication bringing immediate changes to the 2008 ‘Guidance on priorities in enforcing exclusionary abuse of market dominance’, signalling one of the most significant policy changes in almost 15 years.

The new EU Foreign Subsidies Regulation: how will it impact business activities?

CMS Belgium For companies planning to extend their activities via a concentration or to participate in public procurement in the EU, it is essential to establish an internal process to gather information on any foreign financial contributions granted to each company of the group.

Dawn raids in the UK: how will increased investigatory powers affect businesses?

Gowling WLG Dawn raids continue to be a key means by which the CMA will seek to preserve and secure evidence in the context of investigations into suspected infringements of UK competition law.

Can AI engage in price fixing?

Quinn Emanuel Urquhart & Sullivan, LLP For competition policy, AI represents the newest frontier. Traditional competition frameworks are ill-suited to grapple with the unique dangers presented by AI-defined business strategy.

Rules of the road: what governments should know when considering digital market regulation

Baker Botts LLP The exponential growth of the digital economy has triggered a parallel rise in calls for regulation. Many countries have decidedly little experience in competition regulation and the experience they do have generally is in traditional segments that are far removed from digital platforms.

Q&A: Antitrust in the digital economy

Cascading digitalisation of the global economy has created many new markets with their own unique competitive dynamics. There definitely has been a gap between the stage that the digital economy has reached and the antitrust laws that are supposed to regulate the economy. FW discusses antitrust in the digital economy with David Cardwell at Baker Botts, Veronica Roberts at Herbert Smith Freehills LLP and Josh Buckland at Simpson Thacher & Bartlett LLP.

TALKINGpoint

Cyber due diligence in M&A

Cyber risk is rightly climbing up the M&A risk register process, reflecting its increasing visibility as a board-level issue for many years now. FW discusses cyber due diligence in M&A with James Owen at Control Risks.

ESG in private equity

Embedding ESG considerations into PE operations enables organisations to be more resilient to external forces. PE firms need to closely monitor the desires of their stakeholders and adjust their reporting, marketing and actions accordingly. FW discusses ESG in private equity with Tanay Shah, Brian Lightle, Lauren Pesa, Suzanne Smetana and Ketiwe Zipperer at Deloitte.

Captive insurance: evolution and outlook

The cost savings and effective risk management yielded from a captive are especially advantageous given today’s market related to climate risk. There is a spectrum of self-insurance and captive models, and there is a fit for most companies. FW discusses the evolution and outlook for captive insurance with Karin Landry, Prabal Lakhanpal and Peter Johnson at Spring Consulting Group.

DEALfront

mergers & acquisitions

Newcrest and Newmont agree $17.8bn deal

In one of the world’s largest deals so far this year, US goldmining company Newmont Corporation is to acquire fellow producer Australia-based Newcrest Mining Ltd in a transaction valued at $17.8bn.

ONEOK to buy Magellan in $18.8bn cash and stock deal

ONEOK Inc has agreed to acquire US pipeline operator Magellan Midstream Partners in a cash-and-stock deal valued at about $18.8bn including debt. The merger will create one of the US’ largest pipeline operators with a total enterprise value of $60bn.

private equity & venture capital

Apollo takes Arconic private in $5.2bn deal

In a move that takes the aerospace supplier private, Arconic Corporation is to be acquired by funds managed by affiliates of global private equity firm Apollo Global Management, Inc., in an all-cash transaction valued at approximately $5.2bn.

Permira acquires majority stake in Gruppo Florence

Funds advised by private equity firm Permira have agreed to acquire Italian luxury supply hub Gruppo Florence.

bankruptcy & corporate restructuring

Envision Health files for Chapter 11

In one of the largest health-related bankruptcies ever seen, US medical group Envision Healthcare Corp. and certain of its wholly owned subsidiaries have filed for Chapter 11 bankruptcy protection.

Vice Media enters bankruptcy

Vice Media Group has filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the Southern District of New York.

SPOTlight

Cyber security trends in 2023 and beyond

Ankura The double-edged sword of exciting digital technology enhancements and advancement in the fields of cloud, AI and IoT will bring new risks and opportunities to all.

Shielding the treasure trove: cyber security strategies for preserving corporate finances

City University of Hong Kong Businesses operating in the financial sector must proactively take steps to safeguard their invaluable digital assets and fortify their data against potential cyber threats.

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CONTRIBUTORS

Alvarez & Marsal

Ambridge Europe

Ankura

Baker Botts

Chubb

City University of Hong Kong

CMS Belgium

Compass Lexecon

Control Risks

Deloitte

Euclid Transactional, LLC

Gowling WLG

Great American Insurance Group

Herbert Smith Freehills LLP

Latham & Watkins

McCarthy Tétrault LLP

Norton Rose Fulbright

Quinn Emanuel Urquhart & Sullivan, LLP

Simpson Thacher & Bartlett LLP

Skadden, Arps, Slate, Meagher & Flom LLP

Spring Consulting Group

Vanbridge

WilmerHale