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COVER STORY

High-value M&A exits: cultivating buyer interest

Various buyer groups will have different perceptions of the target’s operations and challenges, so the seller will need to articulate the full potential the acquisition offers.

FEATURES

M&A and culture – the key to unlocking value and performance

To mitigate risks and help deliver operational results, buyers need to navigate integration matters effectively. They need to assess any potential cultural clashes and smooth out associated issues that might emerge.

Mandatory recompense: new UK rules to tackle APP fraud

Under the new rules, payment firms, including banks and building societies as well as smaller payment firms and e-money firms, are required to share the cost of reimbursing victims of APP scams, splitting the burden equally with the banks receiving fraudulent funds.

From trust to security: managing third-party risks

While third parties can be a true asset, providing a wide range of products and services to meet the diverse needs of companies, they can also introduce a host of risks that can compromise the confidentiality, integrity and availability of sensitive information and critical systems.

EU evolution: the rise of evidence-based compliance

Regulators across the EU now expect organisations to undertake nuanced or tailored reporting that shows how they have succeeded in mitigating risks specific to their business, which includes how they update their controls and procedures in real time.

Ephemeral messaging – pros, cons and obstructing justice

Ephemeral messaging may automatically erase data which legally should be preserved for regulatory compliance, legal holds or evidence in litigation.

WORLDWATCH

Commercial arbitration

With an increasing burden on courts expected to lead to a rise in arbitration in 2025 and beyond, practitioners will remain busy handling increasingly complex commercial conflicts. FW moderates a discussion between Jonathan Ripley-Evans at Herbert Smith Freehills South Africa LLP; Rob Palmer at Hogan Lovells Lee & Lee; Serge Gravel at Lamartine Conseil; Robert Price at Latham & Watkins; Marco Tulio Venegas Cruz at LITREDI, S.C.; Lucy L’Hirondelle at Norton Rose Fulbright Canada LLP; and John Rhie at Quinn Emanuel Urquhart & Sullivan LLP.

SPECIAL REPORT

Energy & utilities

Q&A: US energy sector

More and more, energy companies are forced to navigate a sea of uncertainty as rules and policies change, while also facing a variety of conflicting pressures from diverse stakeholders. FW discusses the US energy sector with Barry Cannaday, Andrew Mina, Jennifer Morrissey, Dena Sholk and Linda Willard at Dentons.

Strategic and political considerations for power sector transformation

National Renewable Energy Laboratory The transition faces significant hurdles, including the need for expanded transmission grids, securing critical materials, strengthening manufacturing capabilities, addressing supply chain dependencies and overcoming local resistance.

Political priorities in the US and EU energy sectors following the US elections

Squire Patton Boggs The policies of President Trump will undoubtedly bring further change and influence a complex interplay of geopolitical and market forces in the global LNG markets.

US energy sector faces unprecedented growth in demand for power

Dentons There is no question that electricity demand in the US is growing, but the rate and duration of growth is dependent on a host of dynamic factors and challenges.

Utilities and pipelines – diversification into non-traditional businesses

Steptoe Diversification is not without risks. Energy companies seeking to diversify their business model may face significant regulatory, transactional and litigation challenges.

Power finance in a new normal for wildfires

Hunton As the landscape has changed, issuers are well-advised to monitor developments in the industry, including with respect to disclosure, due diligence, mitigation efforts and when wildfires do occur, cost recovery.

Alternative fuels – a transition from fossil fuels

CMS Transition fuels will assist with reaching ‘net zero’, though not on their own; they are not a panacea. They do, however, play an important part in allowing for a transition which accounts for energy security and economic growth.

Nuclear: all the rage for big tech

Pillsbury Law Toward the tail end of 2024, we saw technology companies identify nuclear as a potentially ideal way to square the circle of needing ever more electricity. However, is there even further hidden value in having this new base of deep-pocketed potential investor-customers?

The contemporary minefield of ESG reporting

Burnet, Duckworth & Palmer LLP Although most ESG reporting is still voluntary, mandatory reporting of certain information is on the horizon. Accordingly, Canadian companies need to understand the risks of voluntary reporting.

TALKINGpoint

Managing transactional risk & insurance in the Asia Pacific market

The sophistication of the M&A markets in APAC, as well as the savviness of advisers and users here, position the region for significant growth in transactional insurance. FW discusses the management of transactional risk and insurance in the Asia Pacific market with Alice Ho and Chris Waddington at Euclid Transactional.

IP due diligence in the life sciences sector

Altering the typical approach to IP due diligence in the life sciences sector is crucial when AI is involved, due to its unique complexities. FW discusses intellectual property due diligence in the life sciences sector with Kristi Gedid, Maurus Schreyvogel, Jonathan Stevens and Ana Maria Romero at Ernst & Young LLP.

Transition in the chemical sector

The global chemical industry is currently navigating a landscape of interconnected, dynamic issues. FW discusses transition in the chemical sector with Steve Horstkamp at Marsh.

DEALfront

mergers & acquisitions

Siemens acquires Altair Engineering for $10.6bn

In a deal that strengthens its leadership in industrial software and artificial intelligence, healthcare technology company Siemens AG is to acquire computational intelligence leader Altair Engineering for approximately $10.6bn.

Nippon Paint Holdings in $2.3bn deal for AOC

Nippon Paint Holdings has agreed to acquire LSF11 A5 TopCo LLC and its subsidiaries, collectively known as AOC, from Lone Star Funds in a deal worth around $2.3bn.

private equity & venture capital

BC Partners to sell majority stake in GardaWorld for C$13.5bn

GardaWorld Security Corp.’s top executives have agreed to take majority control of the company in a deal valued at C$13.5bn, after private equity firm BC Partners agreed to sell its controlling stake in the business.

Apollo acquires Barnes Group for $3.6bn

Taking the global industrial technology and aerospace manufacturer and service provider private, Barnes Group is to be acquired by funds managed by affiliates of US asset management firm Apollo Global Management in an all-cash transaction valued at approximately $3.6bn.

bankruptcy & corporate restructuring

FRG files for Chapter 11 protection

Following months of losses and turmoil surrounding its backer B. Riley Financial Inc., US privately-held holding company Franchise Group has filed for Chapter 11 bankruptcy in order to implement a restructuring support agreement.

Germany’s Lilium files for insolvency

In late October, Lilium N.V., a leading electric aircraft manufacturer and pioneer in regional air mobility, announced that its principal German subsidiaries were to apply for self-administration proceedings with the competent court in Germany.

SPOTlight

Data protection considerations in the M&A context

WilmerHale Gone are the days when companies could ignore data protection considerations as part of their due diligence for new acquisitions or investments.

Guarantees of non-performing loans and other liabilities – guaranteed success?

Cooke, Young & Keidan LLP It is apparent that guarantees do not necessarily do what they say on the tin – at least, not initially – without sufficient care being taken as to both their entry, management and enforcement.

AI: risk and governance

Deloitte The increasing reliance on AI comes the need to manage the associated risks and governance challenges – especially as it relates to the workforce.

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CONTRIBUTORS

Burnet, Duckworth & Palmer LLP

CMS

Cooke, Young & Keidan LLP

Deloitte

Dentons

Ernst & Young LLP

Euclid Transactional

Herbert Smith Freehills South Africa LLP

Hogan Lovells Lee & Lee

Hunton

Lamartine Conseil

Latham & Watkins

LITREDI, S.C.

Marsh

National Renewable Energy Laboratory

Norton Rose Fulbright Canada LLP

Pillsbury Law

Quinn Emanuel Urquhart & Sullivan LLP

Squire Patton Boggs

Steptoe

WilmerHale