MAGAZINE
June 2019 Issue
Financier Worldwide Magazine
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COVER STORY
Upskilling FS amid tech-led disruption
Closing skills gaps is one of the biggest challenges facing financial services (FS) today, with much of the sector struggling to secure a suitably skilled workforce due to considerable technology-led disruption. As a consequence, performance and competitiveness...
FEATURES
M&A is an important weapon in any company’s arsenal; it can generate growth and increase shareholder value when done properly. While historically M&A may have been driven by a company’s chief executive or chief financial officer, today it is essential...
Regulatory reckoning: bracing for the SM&CR
With around six months remaining until the Senior Managers and Certification Regime (SM&CR) – a UK financial regulation which aims to embed personal responsibility into the functions held by boards and senior managers – takes full effect, financial services...
Silo mentalities: identification and eradication
Few things corrode a company’s performance more than a silo mentality. Left unchecked, a silo mindset – an insular management system in which one information system or subsystem is incapable of reciprocal operation with others that are, or should be...
Tackling gender wage disparity
Issues surrounding gender and sexual discrimination have become increasingly prominent in recent years. “Equal pay and pay equity have moved to the forefront of regulatory, political, litigation and shareholder focus,” says Mike Delikat, a partner at Orrick. “As a result...
Ethics & compliance: revamping and enhancing investigatory models
Strong ethics and compliance programmes have never been more important. Regulators and stakeholders expect companies to ensure their employees act ethically at all times. When misconduct does occur, companies must carry out thorough...
ROUNDTABLE
THE PANELLISTS: Tiago Duarte-Silva, Charles River Associates; Christina Diaz, GlaxoSmithKline; Eric P. Tuchmann, American Arbitration Association-International Center for Dispute Resolution; Rashda Rana, Kier Group; Peter Rosher, Reed Smith LLP; and Timothy G. Nelson, Skadden, Arps, Slate, Meagher & Flom LLP.
Arbitration offers a compelling forum for resolving international commercial disputes. As a consequence, there is now greater competition between traditional arbitral seats and emerging institutions – rivalry that is leading to greater efficiencies...
SPECIAL REPORT
While not hitting the heights seen in recent years, global mergers and acquisitions (M&A) activity in 2018 was still substantial, with deals worth over $3 trillion agreed. Against a backdrop of sweeping technological change, corporate executives took advantage of...
Q&A: Getting talent integration right
FW moderates a discussion on getting talent integration right between Kelly Karger, Marie Holmstrom and Annie Rzepecki at Willis Towers Watson.
Middle management: the overlooked ingredient of a successful M&A deal
The Conference Board For M&A activity, 2018 marked the third-highest year on record. Announced transactions exceeded over $4 trillion, and cross-border deals alone accounted for $1.2 trillion – a 23 percent increase from 2017. This recent momentum looks all but certain...
Target management challenges between signing and closing – managing in limbo
Camino Education In a typical M&A transaction, dealmakers devote a lot of time and attention to the pre-signing period. Buyer, seller, target and their respective legal, tax, financial, accounting and strategic advisers focus on the due diligence review and on the negotiation...
Planning M&A – do not let competition law get lost in the mix
McCarthy Tétrault LLP Unsurprisingly, the primary focus in any M&A transaction is creating shareholder value or profitably exiting an investment. However, it is important to conduct a competition law assessment early in the M&A process. As competition law develops and gains...
Joining forces – issues in consortium bids for listed targets
Herbert Smith Freehills Acquiring a listed entity is often a complex undertaking. There are added layers of legal, commercial and strategic issues where the objective is for a group of otherwise unaffiliated parties to join together as a consortium to make the bid. Some recent consortium...
Pitfalls in the use of warranty & indemnity insurance
SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH In recent years, the use of warranty and indemnity (W&I) insurance in M&A transactions has exploded. This is due to the ability of the insurance industry to offer more suitable solutions for problems that arise during an M&A deal. It can be expected...
Evolution of the ‘material adverse effect’ clause
Gibson, Dunn & Crutcher LLP On 7 December 2018, the Delaware Supreme Court summarily affirmed the Delaware Court of Chancery’s decision in Akorn, Inc. v. Fresenius Kabi AG. The decision represented a remarkable development in the canon of corporate law, as the case signified the first...
When fairness matters, more disclosure is key
Aird & Berlis LLP While voluntary under Canadian law, fairness opinions permeate the Canadian mergers and acquisitions (M&A) landscape. They are used to help demonstrate to stakeholders, directors, market participants and courts the fairness of a proposed transaction...
The rising influence of shareholder activism in M&A transactions: recent trends in the UK
Cleary Gottlieb Steen & Hamilton LLP The level of shareholder activism in the UK has risen dramatically in the last few years, with the UK arguably representing the most dynamic market for activist campaigns outside the US. Consistent with trends seen in the US, the UK has also recently experienced...
The emergence of post-offer undertakings under the Takeover Code
Davis Polk & Wardwell Following a consultation regarding the extent to which parties to UK takeover offers may be held to statements they make, the Takeover Code was amended in 2015 to regulate two types of statements made by parties to a takeover offer: (i) post-offer...
Recent trends in Russian strategic investments law
ALRUD Law Firm The Federal Law No. 57-FZ ‘On Procedure for Making Foreign Investments in Companies which are of Strategic Importance for Ensuring the National Defense and State Security’ dated 29 April 2008 (Strategic Investments Law) sets forth a number of restrictions...
Marval, O’Farrell and Mairal Ever since taking office in December 2015, Argentina’s current administration has directed its efforts toward creating a more investor-friendly environment. Governmental efforts have included several regulatory reforms aimed at creating incentives that would attract investments...
Q&A: Spin offs & carve outs: managing risk and creating value
FW speaks with Alan J. Castillo at BDO USA LLP about managing risk and creating value through spin offs and carve outs.
TALKINGpoint
Strategic decision making – crisis data and intelligence
FW moderates a discussion on strategic decision making, focusing on crisis data and intelligence, between David Imison, Juliet Young, Lily Kennett, Emily Williams and Adam Wilkinson at Schillings International LLP.
Tackling financial crime in the APAC market
FW moderates a discussion on tackling financial crime in the APAC market between Nick Parfitt and Christophe Barel at Acuris Risk Intelligence.
DEALfront
mergers & acquisitions
UGI to acquire rest of AmeriGas
Energy distributor UGI Corp is to acquire the remaining stock it does not own in retail propane distributor AmeriGas Partners LP in a cash-and-stock deal valued at $2.44bn. The deal will see AmeriGas shareholders receive 0.50 shares of UGI common...
Telenor buys majority stake in DNA for $1.7bn
In a $1.7bn deal which facilitates its entry into the fastest growing mobile market in Europe, Norwegian telecommunications company Telenor Group has acquired a 54 percent majority stake in Finnish telecom operator DNA Plc. The transaction gives Telenor...
private equity & venture capital
Petrobras divests TAG pipeline in $8.6bn deal
A consortium led by French multinational utility company Engie SA has won a bid for Petrobras’ Transportadora Associada de Gás (TAG) pipeline arm with an $8.6bn offer, including an $800m debt payment by Engie to the Brazilian state development bank BNDES...
Carlyle Group set to acquire up to 40 percent stake in Cepsa
In a transaction which marks the conclusion of a proactive dual-track process to bring in new partners, private equity firm The Carlyle Group is set to acquire a minority shareholding in oil and gas company Cepsa from Mubadala Investment Company...
bankruptcy & corporate restructuring
After an initial statement in March noting that the company was exploring various options following its emergence from Chapter 11 bankruptcy, broadcasting and entertainment company iHeartMedia Inc has filed for an initial public offering with the US Securities & Exchange Commission (SEC)...
Achaogen files for Chapter 11 and motion to sell
In a step which means the closure of one of the few remaining small antibiotics companies, biopharmaceutical company Achaogen, Inc. has filed a voluntary petition under Chapter 11 of the US Bankruptcy Code, as well as a motion seeking authorisation...
SPOTlight
Exposures for directors and officers (D&Os) continue to evolve globally
Allianz Global Corporate & Specialty (AGCS) From #MeToo to the move towards more collective redress regimes outside the US, to failure to manage cyber risk, exposures for directors and officers (D&O) continue to rise. The environment and landscape directors and officers navigate on a daily basis is becoming...
Dealing with Australia’s challenge to intellectual property arrangements
Davies Collison Cave Law The Australian government has passed legislation which, on 12 September 2019, will remove the intellectual property safe harbour from the Competition and Consumer Act 2010, thus exposing licences and assignments of patents, registered designs, copyrights, eligible...
Tax challenges arising from the digital economy
NovioTax B.V. The first and most important principle in the international tax system is said to be the physical presence rule. Technically, physical presence can be made possible through a subsidiary or a permanent establishment. The second fundamental principle is the...
CONTRIBUTORS
Acuris Risk Intelligence
Aird & Berlis LLP
Allianz Global Corporate & Specialty (AGCS)
ALRUD Law Firm
American Arbitration Association-International Center for Dispute Resolution
BDO USA LLP
Camino Education
Charles River Associates
Cleary Gottlieb Steen & Hamilton LLP
Davies Collison Cave Law
Davis Polk & Wardwell
Gibson, Dunn & Crutcher LLP
GlaxoSmithKline
Herbert Smith Freehills
Kier Group
Marval, O’Farrell and Mairal
McCarthy Tétrault LLP
NovioTax B.V.
Reed Smith LLP
Schillings International LLP
Skadden, Arps, Slate, Meagher & Flom LLP
SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH
The Conference Board
Willis Towers Watson