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COVER STORY

Russian roulette: the sanctions-compliance challenge

Russia’s invasion of Ukraine burst the balloon of fragile coexistence between the two Slavic nations and sent major shock waves around the world – a conflict that, in the words of Ukrainian president Volodymyr Zelenskyy, is “one of the greatest threats to international peace and security”…

FEATURES

What is driving the tech M&A boom?

Since the second half of 2020, technology-driven M&A activity has boomed. Though the coronavirus (COVID-19) pandemic interrupted dealmaking across the board, tech M&A returned as companies positioned themselves to thrive in a digital economy. The pandemic provided businesses with…

Adapting to the ‘new normal’: best practices in M&A due diligence

As a wealth of transactions recorded over the last 12-18 months can testify, the coronavirus (COVID-19) pandemic had not slowed the M&A juggernaut – at least not until the additional shock waves of Russia’s war on Ukraine. In 2021, records were broken in terms of total deal value, with…

Women in leadership post-COVID-19: building a new paradigm

While progress toward a greater representation of women in senior leadership roles has been significant in recent years, research shows that progression has slowed, with the emergence of the coronavirus (COVID-19) pandemic further unbalancing the uneven field women were already…

Exiting the grey list: strengthening AML posture in the UAE

Financial fair play is not a virtue one readily associates with the United Arab Emirates (UAE). On the contrary, the country was recently labelled a “money laundering paradise” by Transparency International – a regular target for malfeasant entities looking to legitimise their black money…

The challenge of climate change disputes

For companies, the prospect of becoming involved in a climate change-related dispute is no longer a niche academic argument. As courts continue to expand their role in facilitating regulatory change, companies, governments and industries are now facing unexpected judgments with serious…

ROUNDTABLE

Shareholder activism and engagement

THE PANELLISTS: Michael J. Ulmer at Cleary Gottlieb Steen & Hamilton LLP, Stephen Glover at Gibson Dunn & Crutcher, Kim Lars Mehrbrey at Hogan Lovells International LLP, Richard J. Grossman at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates.

While the first year of coronavirus (COVID-19) saw a significant downturn in shareholder activism, activity in this space has rebounded over the past 12 months. Once again, activist shareholders are conducting public campaigns to pressurise boards to achieve their objectives in order to…

SPECIAL REPORT

International dispute resolution

Q&A: Insolvency litigation in 2022

FW discusses insolvency litigation in 2022 with Craig Montgomery at Freshfields Bruckhaus Deringer, Richard Boynton at Kirkland & Ellis and Fiona Huntriss at Pallas Partners LLP.

Implementing an effective dispute resolution strategy

King & Spalding Companies have a range of tools to resolve disputes at their disposal, from more informal methods of communicating and negotiating with the other party by way of dialogue and correspondence, to more formal methods of mediation, arbitration and the use of court proceedings. Implementing…

Using expert witnesses to resolve complex issues and provide independent perspective

Ankura An expert witness is generally a person who is considered to have specialised knowledge on a particular subject. This person offers specialist knowledge and provides technical analysis that supports considered opinions that can be placed before a court or arbitration to aid the judge…

The growing appeal of arbitration for resolving cross-border disputes

Gibson, Dunn & Crutcher LLP More than two years since the outbreak of the coronavirus (COVID-19) pandemic, and with what is expected to be a protracted war on the outskirts of Europe, the world economy continues to undergo significant transformations. The risk of a global recession looms, coupled with the risks…

The rise of international arbitration in IP, science and technology disputes

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Intellectual property (IP) is a hot topic in the world of international arbitration, with a burst of arbitration activity around IP licensing, trade secrets, and disputes involving technology and pharmaceutical companies. This article offers a brief look at the factors driving this development…

Virtual hearings in arbitration: here to stay?

Quinn Emanuel Urquhart and Sullivan LLP When cases of a novel flu virus were first reported, most, including those of us in the midst of, or with court or arbitration hearings approaching, paid little attention. However, by April 2020, almost half of the world was living under stay-at-home orders of some kind because of the coronavirus…

Breach of warranty claims: key issues for sellers and buyers

Hausfeld & Co LLP In this article, we consider the key considerations for sellers and buyers of companies in relation to breach of warranty claims: how to minimise liability for a company after you have sold it and how to try and claw back some of the money paid for a company, if it turns out that the company’s position…

Sustainability and climate disclosures: can the ISSB standards mitigate litigation risks?

McCarthy Tétrault As the global focus on environmental, social and governance (ESG) issues continues to intensify, companies face increasing pressure from investors, capital market participants and the community at large to operate sustainably and in line with global climate goals (such as those of the…

Q&A: Director and shareholder disagreements

FW discusses director and shareholder disagreements with Roger A. Cooper at Cleary Gottlieb, Ben Trust at CMS Cameron McKenna Nabarro Olswang LLP, Fred Brown at Grant Thornton and Jenness E. Parker at Skadden, Arps, Slate, Meagher & Flom.

TALKINGpoint

Data centre M&A

FW discusses data centre M&A with Robert M. Jackson at CyrusOne, Ismail H. Alsheik at Vantage, Josh Pang at The Carlyle Group, Sam Southall at Macquarie Group, and Kemal Hawa at Greenberg Traurig.

Managing risk in international data transfers

FW discusses how to manage risks in international data transfers with Nina Bryant, Ben Crew and Wajdi Kharrat at FTI Technology and Claude-Etienne Armingaud at K&L Gates LLP.

Intercompany tax and operating efficiency

FW discusses intercompany tax and operating efficiency with Kristine Riisberg, James Phillips, Anis Chakravarty and Carlo Navarro at Deloitte.

Targeted technology applications in the construction sector

FW discusses targeted technology applications in the construction sector with Eric M. Ottinger, Harshit Minglani and Mark Gibson at EY.

DEALfront

mergers & acquisitions

UnitedHealth to acquire LHC Group for $5.4bn

UnitedHealth Group has agreed to acquire LHC Group in a $5.4bn all-cash deal. UnitedHealth will pay around $170 per share in cash for each LHC share held. The deal is expected to close in the second half of 2022, subject to LHC Group shareholder approvals, regulatory approvals and…

AMD agrees $1.9bn cloud purchase

In a bid to bolster its data centre products and capitalise on booming demand from cloud and enterprise sectors, multinational semiconductor company AMD has acquired cloud start-up Pensando in a transaction valued at $1.9bn. Founded in 2017, Pensando’s distributed…

private equity & venture capital

PE consortium to buy Nielsen for $16bn

A private equity (PE) consortium led by Elliott Management and Brookfield Asset Management has agreed to acquire television ratings group Nielsen for $16bn, including debt. Under the terms of the deal, Nielsen shareholders will receive $28 per share of the company held. The offer represents…

Anaplan taken private in $10.7bn deal

In a deal that will take the business planning software company private, Anaplan, Inc. is to be acquired by Thoma Bravo, a private equity and growth capital firm with a focus on investing in software and technology companies. Under the terms of the definitive agreement, Thoma Bravo…

bankruptcy & corporate restructuring

Sungard files for Chapter 11 bankruptcy

Sungard Availability Services has filed for Chapter 11 bankruptcy just three years on from its previous filing. In April, the company filed for bankruptcy protection in the US Bankruptcy Court for the Southern District of Texas with about $424m in secured debt and commenced proceedings…

GWG Holdings undertakes financial restructuring

In a move designed to strengthen its financial position and enhance the value of its assets, financial services firm GWG Holdings, Inc., along with its subsidiaries GWG Life, LLC and GWG Life USA, LLC, has filed for Chapter 11 bankruptcy protection. Filing for insolvency in the US Bankruptcy Court…

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CONTRIBUTORS

Ankura

Cleary Gottlieb Steen & Hamilton LLP

CMS Cameron McKenna Nabarro Olswang LLP

CyrusOne

Deloitte

EY

Freshfields Bruckhaus Deringer

FTI Technology

Gibson, Dunn & Crutcher LLP

Grant Thornton

Greenberg Traurig

Hausfeld & Co LLP

Hogan Lovells International LLP

K&L Gates LLP

King & Spalding

Kirkland & Ellis

Macquarie Group

McCarthy Tétrault

Pallas Partners LLP

Quinn Emanuel Urquhart and Sullivan LLP

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

The Carlyle Group

Vantage