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COVER STORY

Supply and demand – supply chain M&A

Companies will continue to explore ways to increase the resilience of their supply chains. Macroeconomic instability, increased costs, shortages of goods and trade route chokepoints are compelling them to seek workarounds.

FEATURES

CFIUS concerns in 2024

In the US, the Biden administration and Congress took action to expand and strengthen national security regulations, particularly with respect to Sino-US relations.

PE fundraising outlook

The past five years have been among the toughest for PE fundraising since the financial crisis of the late 2000s. Yet the outlook does appear brighter than at any point since the onset of the COVD-19 pandemic.

Beyond equity: the new venture debt landscape

Offering a unique blend of flexibility and equity preservation, for many, venture debt is an attractive, and increasingly familiar, form of start-up financing.

Dedicated exponent: the rise of the CAIO

As the AI landscape continues to evolve at an unprecedented pace, the CAIO will be expected to play a central role in anticipating industry trends and integrating emerging AI technologies.

The EU AI Act: implications for financial services

The AI Act presents complex compliance challenges for FIs deploying technologies for the purpose of providing their services, and particularly for those that rely on AI systems designated as high risk.

ROUNDTABLE

Developing an effective AML and sanctions programme

The ongoing war in Ukraine has accelerated anti-money laundering regimes and related sanctions programmes. As the scale, complexity and criticality of such regimes and programmes escalates, so too does the need for effective enforcement efforts and criminal investigations by policymakers, regulators and courts. FW moderates a discussion between Chris R. Jones at Gibson Dunn & Crutcher, Aaron Wolf at Mizuho Group, Alessio Evangelista at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, Stevenson Munro at Standard Chartered Bank, and Eric J. Kadel, Jr. at Sullivan & Cromwell LLP.

SPECIAL REPORT

Mergers & acquisitions

Q&A: Warranty and indemnity insurance in the Middle East

Any transaction can benefit from a W&I policy, which bridges the gap between a buyer’s expectations of protection and a seller’s reluctance to hold potential liabilities in the share purchase agreement. FW discusses warranty and indemnity insurance in the Middle East with Simon Dodsworth, Adnan Chida, Neo Combarro and Ross Lima at Lockton.

International M&A trends: 2024 a year of recovery?

Cases & Lacambra The outlook for M&A is encouraging and 2024 is expected to be a turning point in the negative trend experienced over recent years. That said, a combination of continued inflation, elevated interest rates, increased tensions in the Middle East and declining consumer demand could continue to hold back growth.

Geopolitical risk in cross-border M&A: tough times ahead before and after closing

Geopolitical risk is particularly elevated in sectors that national governments consider to be strategic, such as critical infrastructure, energy or mining.

Choosing the right divestiture partner

Trajectory Capital Partners Identifying buyers for a divested business is a much more complex process than when a standalone business is sold. The parent company must consider not only maximising price but also several other variables.

Integrating ESG considerations into the due diligence process

CMS Integrating ESG into the due diligence process requires a structured approach, combining traditional financial analysis with non-financial assessments.

Avoiding antitrust entanglements on interlocking directors

Baker Botts LLP Two years on, antitrust enforcers’ new enforcement approach to interlocking directors has had real impact. Several directors have stepped down from boards, many companies have been swept into investigations and deals have been delayed.

Situating structural presumptions in Canadian merger control

McCarthy Tetrault There are a number of reasons why structural presumptions should be left to guidance or jurisprudence, rather than inserted into statute or regulation.

M&A involving UK-listed companies: impact of forthcoming listing rule reform

Davis Polk & Wardwell London LLP The FCA’s deregulatory changes should make UK-listed companies more attractive M&A counterparties which, in turn, may increase the amount of M&A they do.

Anatomy of M&A transactions from an Indonesian law perspective

Protemus Capital To manage risks, investors should not only ensure a proper deal structure is put in place, but also decide upon the necessary investment vehicles and the nature of target combination.

DEALfront

mergers & acquisitions

Prysmian secures $4.2bn Encore Wire deal

In a transaction that expands its exposure in North America, Italian cablemaker Prysmian is to acquire US wire and cable manufacturer Encore Wire in a deal valued at approximately €3.9bn.

JD Sports to acquire Hibbett for around $1.08bn

JD Sports Fashion, the UK’s largest sportswear retailer, has agreed to acquire its US rival Hibbett Inc in a deal worth around $1.08bn.

private equity & venture capital

Nuvei goes private in $6.3bn Advent acquisition

Four years after its listing on the Toronto Stock Exchange, payments technology firm Nuvei Corporation is being taken private by US global private equity investor Advent International in a transaction valued at approximately $6.3bn.

Bridgepoint exits MotoGP in €4.2bn deal

Liberty Media Corporation has agreed to acquire Dorna Sports, S.L., the exclusive commercial rights holder to the MotoGP World Championship, from Bridgepoint and Canada Pension Plan Investment Board in a €4.2bn deal.

bankruptcy & corporate restructuring

WOM files for Chapter 11 protection

In a move intended to keep the telecommunications service provider operating while it reorganises its capital structure and addresses its short-term liquidity needs, WOM has voluntarily initiated Chapter 11 bankruptcy proceedings in the US.

Airspan files for Chapter 11 bankruptcy protection

Airspan Networks filed for Chapter 11 bankruptcy protection in early April, highlighting the delicate situation across the open radio access network (RAN) market at present.

SPOTlight

Embracing down rounds: a path to long-term equity value

Adams Street Partners Contrary to perceptions, down rounds can be an opportunity to create significant equity value for shareholders, including founders and existing investors.

Policing bot bankers: US regulation of AI in financial services

Arnold & Porter US banks and their AI systems confront a range of laws on consumer protection, national security, data privacy and security, and operational safety and soundness.

Combatting fraud and corruption in the Middle East: the evolving landscape

Herbert Smith Freehills LLP However the risks and the sophistication of fraudsters may evolve, there is one constant: people are both the weakest link and the first line of defence.

Data Act – to share or not to share

Gibson, Dunn & Crutcher LLP As the Data Act imposes data sharing obligations, companies may be worried about the extent to which they will have to share their valuable data, especially in light of its strategic nature and commercial sensitivity.

Algorithmic collusion: the next generation of price fixing?

Wilmer Hale Antitrust authorities are increasingly focused on the use of pricing algorithms and enforcement against their potential anticompetitive effects.

Hong Kong International Arbitration Centre unveils new rules

Quinn Emanuel Urquhart & Sullivan LLP The new rules contain new provisions that expand and clarify the HKIAC’s powers, as well as those of arbitral tribunals and emergency arbitrators.

EU cleantech policy: navigating the regulatory maze for investors

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates The EU has aimed to create a conducive regulatory environment to help raise private financing for the green transition.

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CONTRIBUTORS

Adams Street Partners

Arnold & Porter

Baker Botts LLP

Cases & Lacambra

CMS

Davis Polk & Wardwell London LLP

Gibson Dunn & Crutcher

Herbert Smith Freehills LLP

Lockton

McCarthy Tetrault

Mizuho Group

Protemus Capital

Quinn Emanuel Urquhart & Sullivan LLP

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

Standard Chartered Bank

Sullivan & Cromwell LLP

Trajectory Capital Partners

Wilmer Hale