MAGAZINE
December 2021 Issue
Financier Worldwide Magazine
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COVER STORY
Material issues: ESG in the age of activism
Environmental, social and governance (ESG) is a subject increasingly on the lips of today’s corporate world – an expansive topic encompassing a range of issues, including climate change and resource scarcity, diversity and inclusion, safety issues and data security, board diversity…
FEATURES
Every M&A deal carries a level of risk – the key is to manage it. In recent years, representations and warranties insurance (RWI) has become an increasingly popular means of transferring some of that risk, allowing transactions to proceed with a greater level of certainty…
Long-term game: PE investment in Africa
Emerging markets and developing economies (EMDE) have long presented myriad opportunities for private equity (PE) investment. They are natural and popular targets for those looking to diversify their portfolios and maximise value. A particular EMDE hotspot for PE investment…
Unlocking the market: FCA revises UK SPAC listing rules
In a bid to overturn the perception that London is not a viable listing venue for special purpose acquisition companies (SPACs), the UK Financial Conduct Authority (FCA) has published changes to the listing rules for SPACs seeking to list on the main market of the London…
Clarity and comfort: the importance of quality auditing
An audit determines whether an organisation is providing a true and fair view of its financial performance and position. In providing accurate management accounts, or revealing systematic errors, a year-end audit is critical to decision making for an organisation that relies…
Companies pursue mergers and acquisitions (M&A) for a host of reasons. In an increasingly competitive business landscape, one motive is to access top talent at a target company – known as ‘acquihiring’. Acquihiring is not a new concept. Companies within the technology…
ROUNDTABLE
THE PANELLISTS: David Walter at Allen & Overy LLP; Chin Yeoh at Ashurst; Petra Brenner at EY Parthenon; Chad J. Husnick at Kirkland & Ellis LLP; and James Watson at Simpson Thacher & Bartlett LLP.
A dramatic loss of revenue for many companies led to a wave of distressed M&A opportunities over the past 18 months, with investors taking advantage of an initial wave of insolvencies and lower asset valuations. Many of these opportunities arose in sectors hit hard by COVID-19…
SPECIAL REPORT
Q&A: Trade-based money laundering investigations
FW discusses trade-based money laundering investigations with Adil Raza and Toni Weirauch at BDO.
Rising cooperation and coordination in global anticorruption enforcement
WilmerHale The most significant trend in anticorruption enforcement over the last five-plus years has been the increase in cooperation and coordination among global authorities. The US enforcement authorities – historically the world’s primary anticorruption enforcers – have been increasingly…
Navigating issues in cross-border investigations
Osler, Hoskin & Harcourt LLP It is beyond peradventure that financial crime constitutes a clear and present danger to financial stability in our global economy. In a world where financial crime knows no boundaries, various jurisdictions are attempting to tackle this scourge. As cross-border investigations…
Silicon Valley meets Washington: federal regulation and enforcement of the cryptocurrency industry
Skadden, Arps, Slate, Meagher & Flom LLP In recent months, we have witnessed an explosion of digital assets. We have moved from a bitcoin-only world to a multiverse of altcoins, stablecoins, central bank digital currencies, non-fungible tokens and decentralised finance (DeFi). This rapid expansion of the cryptoverse and its…
Companies in the dock – how the law on corporate criminal liability in the UK is facing changes
Peters & Peters What criminal offences can a company commit? Which acts should count as the company’s? Whose conduct is the company criminally responsible for? These questions have long vexed prosecutors seeking to prosecute companies for certain offences. The issue of corporate criminal liability…
Current trends in white-collar crime in Germany
Feigen · Graf Since the former chief executive of Deutsche Post AG was arrested for tax evasion in front of running cameras in 2008, the prosecution of white-collar crimes has increasingly become a focus of public attention in Germany. In recent years, hardly a month has passed without reports on…
Cum-ex – recent questionable milestones in German legislation and case law
Clifford Chance Cum-ex – a form of securities trading around dividend date designed to receive multiple refunds of dividend withholding tax that had only been paid once – has long been said to be the biggest tax fraud in German or even European history, with Germany allegedly being hit hardest…
Is domestic corruption alive and flourishing in Australia?
Johnson Winter & Slattery Australia believes that corruption does not exist in the country, or if it does, it tends to be limited to certain areas of state government activities, particularly associated with land and property developments and the allocation of public funds for partisan political purposes…
Q&A: Ethics and compliance in the remote working era
FW discusses ethics and compliance in the remote working era with Tamara Quailey-Tulloch at Brown Rudnick LLP, Andrés Felipe Sáenz at Cleary Gottlieb Steen & Hamilton LLP, Matthew Nunan at Gibson, Dunn & Crutcher UK LLP and Martin Bischof at Sandoz.
TALKINGpoint
Quantification of overcharge and value of commerce
FW discusses quantification of overcharge and value of commerce with Catalina Campillo, Soledad Pereiras and Bernardo Sarmento at Compass Lexecon.
DEALfront
mergers & acquisitions
Polestar agrees $20bn SPAC deal
Electric car manufacturer Polestar has agreed to go public by merging with a US-listed blank-cheque firm backed by billionaire Alec Gores and investment bank Guggenheim Partners at an enterprise value of $20bn. The deal is the largest special purpose acquisition company (SPAC) merger…
Agnico Eagle to buy Kirkland Lake Gold in $11bn stock deal
In a merger of equals which creates an industry leader with a dominant position in the Canadian gold mining industry, Agnico Eagle Mines Limited and Kirkland Lake Gold Ltd are to combine in a transaction valued at $11bn. Under the terms of the merger agreement, Kirkland…
private equity & venture capital
Blackstone to sell The Cosmopolitan for $5.65bn
In one of its most profitable property deals, private equity (PE) giant The Blackstone Group is to sell The Cosmopolitan of Las Vegas to American global hospitality and entertainment company MGM Resorts International for $5.65bn. Under the terms of the agreement, MGM Resorts…
Thomas H Lee Partners to acquire business from Brooks Automation in $3bn deal
Private equity (PE) firm Thomas H Lee Partners has entered into a definitive agreement to acquire Brooks Automation’s Semiconductor Solutions Group business in a deal valued at $3bn. The transaction is expected to close in the first half of 2022, subject to the satisfaction of…
bankruptcy & corporate restructuring
Travel giant CWT files for Chapter 11
To weather the financial storm caused by the COVID-19 pandemic, global travel management company CWT has filed for Chapter 11 bankruptcy protection in the US in order to complete a recently announced $1.5bn refinancing deal. CWT’s Chapter 11 filing is the latest in a series…
Rockdale Marcellus enters Chapter 11
Rockdale Marcellus LLC, an independent exploration and production company with a natural gas focused asset base, concentrated in the Marcellus Shale in Pennsylvania, filed for Chapter 11 protection in September in the Bankruptcy Court for the Western District of Pennsylvania…
SPOTlight
Risks with cryptocurrencies extend far beyond price volatility
Opus Business Advisory Group From time to time, some new trading methodology throws a curve ball at the staid world of finance, leaving its leaders struggling to understand, never mind control, the risks associated with apparently routine but innovative events happening in its treasury functions on its trading desks…
Building shareholder value with ESG
Dentons US LLP The current focus on measuring the environmental, social and governance (ESG) policies and impact of companies in their business operations reflects a significant mindset shift on what the role of a company as a member of society should be. From major global enterprises to small…
The road ahead for Malaysia’s Personal Data Protection Act 2010
Christopher & Lee Ong The Personal Data Protection Act (PDPA) 2010 of Malaysia was enacted to regulate the processing of personal data in commercial transactions, coming into force on 15 November 2013. In 2018, the minister of communications and multimedia highlighted the need for the PDPA to be…
Emergency arbitration as an effective alternative to litigation in international disputes
Humphries Kerstetter LLP International arbitration offers a sophisticated alternative to the use of courts around the world for dispute resolution. This extends to emergency relief. This article considers emergency and expedited arbitration in the context of two examples. In summary, international arbitral institutions…
Herbert Smith Freehills LLP At a time when many businesses are forced to explore innovative ways to save money, the idea of writing off amounts which are legitimately owed to them, purely because the cost of recovery is too high, appears particularly abhorrent. Unfortunately, the reality is that in some instances…
CONTRIBUTORS
Allen & Overy LLP
Ashurst
BDO
Brown Rudnick LLP
Christopher & Lee Ong
Cleary Gottlieb Steen & Hamilton LLP
Clifford Chance
Compass Lexecon
Dentons US LLP
EY-Parthenon
Feigen · Graf
Gibson, Dunn & Crutcher UK LLP
Herbert Smith Freehills LLP
Humphries Kerstetter LLP
Johnson Winter & Slattery
Kirkland & Ellis LLP
Opus Business Advisory Group
Osler, Hoskin & Harcourt LLP
Peters & Peters
Sandoz
Simpson Thacher & Bartlett LLP
Skadden, Arps, Slate, Meagher & Flom LLP
WilmerHale