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COVER STORY

Shielded: enhancing EU cyber resilience

With the legislative measures to tackle cyber security risks across the EU expanding, organisations within scope need to assess obligations, monitor national adoption, follow cyber security authorities’ guidance and fortify measures to manage related risks.

FEATURES

Possibilities and pitfalls: navigating distressed M&A

While all M&A transactions present unique challenges, distressed deals can be far more intricate, stressful and demanding for the parties involved. There are areas of increased risk compared to traditional M&A.

Innovations in RegTech

By adopting and integrating RegTech, companies can position themselves to thrive. Demand for new RegTech solutions will grow, creating even more opportunities for industry innovation and growth.

Accessibility for all: awaiting the EAA

The Act aims to improve the functioning of the internal market for accessible products and services, by removing barriers created by divergent rules in member states, with the ultimate aim of creating an inclusive society and facilitating independent living for people with disabilities.

Employee retention – wellness and remuneration

Ultimately, companies should look to offer a mix of financial and non-financial benefits to employees, thereby boosting their chances of holding on to staff. While there are many different avenues to explore, two of the most important are employee wellness and remuneration.

Peace through strength: US boosts sanctions prowess

In the last two years alone, the US has imposed over 2000 list-based sanctions on individuals and entities for acts of both foreign aggression and internal repression.

ROUNDTABLE

Managing transactional risk

To meet the challenges and help manage potential downside, robust due diligence is key to carefully assess a target company’s business. Also important is the use of insurance, which has become a staple of the M&A marketplace. FW moderates a discussion between Marc Sherman at Alvarez & Marsal, Mike Sherry at DUAL North America, Inc., Andrea Dee Lawrence at Euclid Transactional, Roy H. Reynolds at Great American Insurance Company, Clemens Kueppers at LIVA, and Vince Bruno at RP Underwriting, Inc.

SPECIAL REPORT

Competition & antitrust

Q&A: Antitrust challenges in the pharmaceutical industry

The effective enforcement of antitrust law is increasingly important in delivering access to a wider choice of affordable and innovative medicines. The competition law rules play a role in safeguarding the competitive process and consumer welfare at every stage of the market, from product development to product launch and lifecycle management. FW discusses antitrust challenges in the pharmaceutical industry with Sebastian Dworschak at Hengeler Mueller, May Lyn Yuen at Hogan Lovells and Kate McNeece at McCarthy Tétrault.

Algorithmic pricing under the antitrust microscope: lessons from recent developments

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Given the flurry of activity from civil plaintiffs and posturing from government enforcers, companies should nevertheless take care to assess their use of algorithmic pricing technology and, where business considerations permit, can take steps to reduce potential risks.

Generational changes to Canada’s competition law framework

Burnet, Duckworth & Palmer LLP Greater financial penalties, more active enforcement by the commissioner, as well as increased rights of enforcement by private entities will require Canadian businesses to pay much closer attention to the laws that govern competition in Canada.

CMA’s increased powers in UK competition law investigations

Gowling WLG (UK) LLP The UK’s Competition and Markets Authority is committed to taking action against anti-competitive conduct, and its ability to do so will be enhanced by the Digital Markets, Competition and Consumers Act.

The shifting boundaries of competition law in Europe

Gleiss Lutz Hootz Hirsch PartmbB From the post-war decartelisation to the recent wave of digital regulation, legislators, competition authorities and courts have had to adapt to changing economic realities and public interests.

Belgium ends merger control in the hospital sector

CMS Belgium As the Belgian legislator intended, the BCA’s authority to review hospital concentrations has now been diminished to nearly the fullest extent of its capacity. Its competence remains only in very specific circumstances.

Japan’s challenge to encourage competition in the smartphone software market

Mori Hamada & Matsumoto In Japan, the Japan Fair Trade Commission and other government agencies are trying to find the best solutions to introduce a strong framework of regulations and policies. This May, new legislation was enacted, which could be a turning point.

TALKINGpoint

M&A in Japan in 2024

Acquirers will need to maintain flexibility and adaptability in their M&A strategies to effectively navigate challenges such as regulatory changes, geopolitical uncertainties and market volatility. FW discusses M&A in Japan in 2024 with Ryuichi Shiomi, Masatsugu Nakajima, Jun Fukuda and Risa Fukumoto at Anderson Mōri & Tomotsune.

Generative AI in tax

From a tax perspective, GenAI is going to transform the way tax professionals traditionally do their work and challenge the status quo. Companies should start small, set realistic expectations and focus on actual pain points within the tax function, such as time-consuming processes. FW discusses the use of generative artificial intelligence in tax with Jennifer Deutsch, Richard Littleton, Jeffrey York and Jason Sawyer at Deloitte.

DEALfront

mergers & acquisitions

T-Mobile in $4.4bn US Cellular deal

In a move it claims will spur growth and increase competition, US wireless network operator T-Mobile is to acquire substantially all of regional wireless carrier US Cellular’s wireless operations for an enterprise value of $4.4bn.

Energy Transfer to acquire WTG for $3.3bn

In a move that will expand its already sprawling network in the Permian Basin, Energy Transfer LP has agreed to buy WTG Midstream in a $3.25bn deal.

private equity & venture capital

Squarespace taken private in $6.9bn deal

In a transaction that takes the website builder private, Squarespace is to be acquired by UK-based global private equity firm Permira in an all-cash deal valued at approximately $6.9bn.

Energy Capital Partners leads $2.56bn consortium deal for Atlantica

Atlantica Sustainable Infrastructure is to be taken private after accepting a takeover offer which values it at $2.5bn. Under the terms of the deal, the renewable energy developer is to be acquired by Bridgepoint Group-owned Energy Capital Partners, alongside a consortium of institutional co-investors.

bankruptcy & corporate restructuring

Dynata files for prepackaged Chapter 11

In an attempt to deal with a heavy debt load and strained cash flow, market research firm Dynata has filed for prepackaged Chapter 11 bankruptcy protection, listing assets and liabilities of at least $1bn each.

Cazoo enters administration

UK online used car platform Cazoo collapsed into administration in May following a period of restructuring which began in late 2023.

SPOTlight

Unique issues with AI diligence and representations in M&A

Sheppard Mullin The unique legal issues with GenAI require companies to conduct AI-specific diligence and obtain AI-specific representations in M&A transactions. Many subtle issues, if not properly understood and addressed, can lead to liability or loss of business value.

Common M&A disputes and lessons learnt

Floyd Advisory LLC Disagreements can be disruptive to the acquired organisation and are also time consuming and expensive. As such, it is critical that companies entering a transaction are cautious and properly equipped with the knowledge to help avoid a dispute.

The continuing evolution of ESG diligence for private equity funds

Shoosmiths LLP What is becoming increasingly clear is that ESG is no longer being treated as an unknown quantity or a concept that ‘sounds good’, but a fundamental consideration for limited partners and general partners alike.

Why greenwashing is a huge risk

The Conference Board At its core, greenwashing is an ethical issue that calls for collective responsibility. Companies need to be mindful about disclosures. When they make a claim, it should be based on real, significant impact, and they must communicate this in a transparent manner.

Advanced semiconductors, quantum computing and AI: legal and regulatory perspectives

City University of Hong Kong Businesses must adopt proactive and innovative strategies to comply with evolving regulations. Developing robust compliance programmes that include regular audits, employee training and best practices in data protection is essential.

Managing risk: what the EPA’s TSCA chemical use bans tell us

Bergeson & Campbell, P.C. The administrative process and broad prohibitions the EPA is authorised to impose under the TSCA have enormous commercial implications for all businesses using chemicals, as most do.

A changing landscape for fraud: fact of fiction?

Covington & Burling LLP In 2024, legislative changes brought about by the Economic Crime and Corporate Transparency Act are likely to assist in strengthening the SFO’s fraud enforcement, particularly against corporate entities.

How AI impacts forensic accounting

Grant Thornton Shanghai AI allows for more efficient detection, reduced manual review time, cost effectiveness and the ability to work 24/7. It can also be applied to a whole host of new anti-fraud technologies to enhance their abilities.

The new DIS supplementary rules for third-party notices in arbitration

Hengeler Mueller The supplementary rules allow parties to an arbitration to include a third party in the proceedings and ensure that the third party is bound by the arbitral tribunal’s findings such that it cannot contest those findings in subsequent proceedings.

Catching the herd of FemTech unicorns

Brown Rudnick LLP The historical lack of funding in the space has meant lack of growth, but the tide is turning, and government bodies globally are now backing the space.

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CONTRIBUTORS

Alvarez & Marsal

Anderson Mōri & Tomotsune

Bergeson & Campbell, P.C.

Brown Rudnick LLP

Burnet, Duckworth & Palmer LLP

City University of Hong Kong

CMS Belgium

Covington & Burling LLP

Deloitte

DUAL North America, Inc.

Euclid Transactional

Floyd Advisory LLC

Gleiss Lutz Hootz Hirsch PartmbB

Gowling WLG (UK) LLP

Grant Thornton Shanghai

Great American Insurance Company

Hengeler Mueller

Hogan Lovells

LIVA

McCarthy Tétrault

Mori Hamada & Matsumoto

RP Underwriting, Inc.

Sheppard Mullin

Shoosmiths LLP

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

The Conference Board