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MAGAZINE

February 2021 Issue

Financier Worldwide Magazine


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COVER STORY

Maximising value: post-merger integration in the ‘new normal’

Under normal circumstances, the integration of a new business following an acquisition or merger is a daunting and risky endeavour. Done poorly, it can result in considerable failure, damaged reputations and, ultimately, a loss of enterprise value…

FEATURES

Minimising sanctions risks in M&A

In recent years, the risks of criminal and civil enforcement against companies for regulatory breaches have continued to proliferate, including in the M&A context. Even prior to the outbreak of COVID-19, the stakes were perhaps never higher for companies buying or selling a business…

From nice to have to mainstream: ESG in private equity

From a state of broad awareness but uneven adoption only a few years ago, asset managers have generally come to accept environmental, social and governance (ESG) integration as a standard part of doing business in recent years. Across the private equity (PE) industry…

Climate change: a key imperative for financial services

Despite the pressures of the ongoing COVID-19 pandemic, the financial services industry has been keen to progress the climate risk agenda. More needs to be done, however, to turn this enthusiasm into tangible action. While on the surface it may seem that financial institutions…

Realising reparations: asset tracing amid COVID-19

As the impact of coronavirus (COVID-19) continues to reverberate across the globe, many companies have found themselves the victim of pandemic-related fraud. Illicit activities have left them financially bereft and fighting for survival. Instances of such fraud…

Interpreting FRAND/SEP: best practice in licensing disputes

One of the many issues facing the manufacturing industry is the standardisation and interoperability of technologies, which has led to disputes over the licensing of standard-essential patents (SEPs), particularly fair, reasonable and non-discriminatory (FRAND) royalty rates…

ROUNDTABLE

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Transfer pricing

THE PANELLISTS: Eduardo Gracia, Ashurst LLP; Sebastine Odimma, MAERSK Transport and Logistics; Paul R. Caja, MTD Products; Philip de Homont, NERA Economic Consulting; Vladimir Starkov, NERA Economic Consulting; and Fabio Gaspar, Shell International BV.

The importance of tax and transfer pricing (TP) continues to increase amid the economic impact of coronavirus (COVID-19). Key developments in the TP space include the OECD/G20 move to develop a solution to the tax challenges of the digitalisation of the economy, as well as…

SPECIAL REPORT

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Corporate fraud & corruption

Q&A: Coordinating cross-border investigations in 2021

FW discusses coordinating cross-border investigations in 2021 with Rahul Mukhi at Cleary Gottlieb Steen & Hamilton LLP, Andrew Butel at Kirkland & Ellis International LLP, Kerstin Wilhelm at Linklaters LLP, Robert Sikellis at Novartis, and Sarah Foley at Patterson Companies, Inc.

COVID-19 fraud outlook

BDO 2020 is a year that most people will wish to forget and never repeat. A worldwide pandemic has taken more than a million lives, shut down businesses and transportation systems, moved classrooms to computer screens and otherwise ground everyday life…

Regulators on red alert: a tough year ahead

Alvarez & Marsal 2020 has seen businesses in Asia struggling to survive an economic crisis. Businesses already exposed to a trade war between global economic powers and further aggravated by a global pandemic, are striving to regain normal, pre-coronavirus (COVID-19) levels…

Conducting better business bribery risk assessments with corruption typology

TRACE Compliance professionals know that corruption can take many forms. They understand that bribery risk assessment is an individualised process, and thus they must tailor precautions and monitoring to circumstance. But characterising those particularities can be challenging…

An increase in workplace fraud

Shoosmiths In 2019, 929 UK companies were involved in money laundering in England and Wales, and it is estimated that fraud costs individuals and businesses in the UK £130bn a year. At the start of the pandemic and the first lockdown, the warnings to businesses…

Asset recovery in fraud cases

FTI Consulting A lot changed in 2020. The global pandemic has affected us all – how we work, how we shop, even how we communicate. We have adapted our lives in response to ‘the new normal’, so we should not be surprised that corporate fraud too is on the rise as fraudsters adapt…

Crime fighting across borders: what every corporation needs to know

McGuireWoods This article examines the complex area of law enforcement’s approach to investigating and prosecuting cross-border financial crime and identifies key considerations for corporations and their principals and advisers in this ever evolving area.

Germany’s draft Corporate Sanctions Act

Noerr LLP Germany is shortly to introduce a formal criminal liability for corporations. The draft bill of the so-called ‘Act on Sanctions for Corporate Crimes’ is currently being debated in the German federal parliament. It is expected to be adopted in early 2021. The new law will then…

New world, new regulations and new behaviours in the pharmaceutical industry

Polpharma Group 2020 unexpectedly brought us a world of closed offices, travelling bans, restrictions on transportation and meetings and, at the same time, increased expectations with regard to the constant supply of medicinal products that entailed even stronger scrutiny and a higher level of safety. More than ever before people’s lives have depended on the business…

Q&A: AML and sustainable compliance

FW discusses AML and sustainable compliance with Jonathan Ritson-Candler at Latham & Watkins, Lisa Lee Lewis at Norton Rose Fulbright LLP, and Jennifer L. Sutton at Sullivan & Cromwell LLP.

TALKINGpoint

Reorganisation and growth strategies in 2021

FW discusses reorganisation and growth strategies in 2021 with David Bryan at BM&T.

Outlook for life settlement funds in 2021

FW discusses the outlook for life settlement funds in 2021 with Corwin Zass at Actuarial Risk Management, Ltd.

Behavioural analytics and AML

FW discusses behavioural analytics and anti-money laundering (AML) with Araliya Sammé at Featurespace.

DEALfront

mergers & acquisitions

S&P Global to buy IHS Markit for $44bn

Business information provider S&P Global Inc has agreed to acquire IHS Markit in an all-stock deal worth $44bn, including $4.8bn of net debt. Under the terms of the deal, which has been unanimously approved by the board of directors of both companies…

PNC acquires BBVA in $11.6bn deal

An acquisition which significantly accelerates its national expansion strategy, PNC Financial Services Group, Inc. has acquired the US subsidiary of Spanish financial group Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) in a deal valued at $11.6bn. Under the terms…

private equity & venture capital

Macquarie Group acquires Waddell & Reed in $1.7bn deal

In a $1.7bn deal which delivers immediate value and a significant premium to stockholders, Australia’s Macquarie Group is to acquire US asset management and financial planning company Waddell & Reed Financial, Inc. Under the terms of the agreement…

KKR to buy stake in Japanese retailer Seiyu for $1.6bn

Walmart Inc has agreed to sell most of Japanese retailer Seiyu to private equity giant KKR & Co and Rakuten, Japan’s largest e-commerce company. The deal will see KKR become Seiyu’s majority owner with a 65 percent stake, while Rakuten will take a 20 percent stake…

bankruptcy & corporate restructuring

Seadrill Partners files for Chapter 11 bankruptcy protection

Seadrill Partners LLC and several related corporate entities filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court in Houston in early December as a means of restructuring the company’s existing debt. The company listed assets of nearly $4.58bn and…

JCPenney emerges from Chapter 11

Following months of store closures, US department store chain JCPenney has emerged from Chapter 11 bankruptcy protection, having completed the sale of its retail and operating assets to Simon Property Group and Brookfield Asset Management, Inc. The embattled retailer…

PROFESSIONALinsight

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Trends in merger control

Compass Lexecon Obtaining clearance by competition agencies is a crucial step in many merger cases. Merger control matters for firms, as it matters for public policy. Mergers can benefit consumers, increasing innovation and reducing costs and prices; they can also adversely affect…

The new UK national security and investment regime: how will deals be affected?

Ashurst LLP On 11 November 2020, the UK government published the National Security and Investment Bill, proposing legislation to significantly strengthen its ability to scrutinise transactions on the basis of national security. The proposals involve a mandatory regime for transactions…

Are poison pills finally coming to the UK?

Baker Botts US public companies have for many decades successfully deployed a wide range of defensive tactics (contractual or constitutional) to deter unwelcome takeover approaches. Furthermore, US institutional investors have invested in such companies, notwithstanding…



CONTRIBUTORS

Actuarial Risk Management, Ltd.

Alvarez & Marsal

Ashurst LLP

Baker Botts

BDO

BM&T

Cleary Gottlieb Steen & Hamilton LLP

Compass Lexecon

Featurespace

FTI Consulting

Kirkland & Ellis International LLP

Latham & Watkins

Linklaters LLP

MAERSK Transport and Logistics

McGuireWoods

MTD Products

NERA Economic Consulting

Noerr LLP

Norton Rose Fulbright LLP

Novartis

Patterson Companies, Inc.

Polpharma Group

Shell International BV.

Shoosmiths

Sullivan & Cromwell LLP

TRACE


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