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COVER STORY

Funnel fundamentals: building a strong M&A pipeline

With perhaps the most fundamental component of successful M&A being the ability to identify a suitable acquisition target, it is essential that acquirers adopt a systematic and repeatable approach to M&A, to increase the efficacy of a campaign and yield positive results.

FEATURES

Recovering crypto and digital assets

Successfully tracing and seizing cryptoassets is a complex multidisciplinary task requiring both legal and technical skills – but it is possible.

Financial institutions – avoiding sanctions breaches

For FIs, the complexity of complying with a variety of sanctions regimes creates many areas where they may slip up. Rising transaction volumes, evolving regulations and shifting sanctions regimes are intersecting to create a host of hurdles.

Whistleblowing – cross-border considerations

An open and honest corporate culture should cultivate an environment where employees feel comfortable speaking up when they spot red flags. The alternative is that they raise their concerns elsewhere, which could have devastating consequences.

From a gallop to a canter: tech investment in Asia

The pace of technology innovation and adoption by Asian companies and consumers is outstripping many other regions. Large-scale infrastructure investments are the platform for the next generation of digital innovation across Asia.

Supply crunch: exploring the battery crisis

Despite bold assertions as to the efficacy of battery-powered technology, the world is currently facing a battery crisis, with a scarcity of raw materials and soaring prices for essential minerals such as lithium and cobalt contributing to a supply crunch.

ROUNDTABLE

Foreign investment and national security

Foreign investment can be a complex endeavour. With an increasing number of countries expanding their review regimes or establishing new systems, the regulatory tapestry is infused with national security sensitivities that pose significant challenges for transactions. FW moderates a discussion between Scott Baucum at Bayer US LLC, Chase D. Kaniecki at Cleary Gottlieb, Stephenie Gosnell Handler at Gibson Dunn, Mario Mancuso at Kirkland & Ellis, Eric J. Kadel Jr at Sullivan & Cromwell LLP, and J. Tyler McGaughey at Winston & Strawn LLP.

SPECIAL REPORT

International dispute resolution

Q&A: International disputes: supply chain disruption

Supply chain disputes are likely to continue to be high on the risk agenda for companies as levels of global economic and political shock and uncertainty remain high. FW discusses international disputes and supply chain disruption with Craig Montgomery at Freshfields Bruckhaus Deringer LLP, Katherine Hope Gurun at JAMS and James Mayers at Quinn Emanuel Urquhart & Sullivan, LLP.

Preparing for disputes and the importance of acting early when a dispute arises

Quinn Emanuel Urquhart & Sullivan Preparing for disputes and developing a dispute resolution strategy starts with how the parties agree in their contract that disputes will be resolved.

Dispute resolution: weighing up litigation, arbitration and mediation

Pillsbury Winthrop Shaw Pittman LLP If there is a genuine willingness by the parties to attempt to resolve a dispute, mediation can, if deployed at the right time, be an effective way of achieving a mutually acceptable outcome.

Making international disputes domestic: the adoption of English language in national commercial courts

King & Spalding The extent to which commercial disputes will be redirected from English and US courts and international arbitration proceedings is therefore somewhat of an exercise in crystal ball gazing.

Sanctions in international arbitration

Morrison Foerster Sanctions may cause material enforcement issues, particularly where a party that is subject to sanctions only or predominantly has assets in its home jurisdiction.

Enforcing arbitral awards under Russian sanctions

McCarthy Tétrault The available regulatory guidance and recent case law makes it clear that dealing with designated persons or those who are controlled by designated persons poses a particularly unique set of challenges, both inside and outside of the courts.

Virtual hearings: a practice under threat of disappearing?

ONTIER It is clear that the wholesale adoption of virtual hearings requires careful thought as well as regulation to fully guarantee fundamental legal principles.

How digitalisation and AI could affect litigation and litigators

Pavia e Ansaldo Studio Legale The development of new technologies and the application of artificial intelligence tools in the legal field has required many lawyers to rethink their traditional working tools.

Q&A: Construction arbitration in the face of energy transition and climate change

For large construction projects related to energy transition, issues associated with delay, defects and performance testing are all ripe sources of dispute. FW discusses construction arbitration in the face of energy transition and climate change with Mark Crossley at Hogan Lovells, David Wallach at King & Spalding and James Bremen at Quinn Emanuel Urquhart & Sullivan, LLP.

TALKINGpoint

Data centre M&A in 2023

Despite macroeconomic challenges, there is no indication the demand curve for data centre capacity will change in the long term. As the cloud market continues to expand, there is a growing need for data centre capacity. FW discusses data centre M&A in 2023 with Robert M. Jackson at CyrusOne, Ismail H. Alsheik at Vantage Data Centers, Joshua Pang at The Carlyle Group, Sam Southall at Macquarie Group and Kemal Hawa at Greenberg Traurig.

Role of the chief trust officer

Those that can earn trust successfully see results, both financial and behavioural. To achieve success, trust should be central to the functions of an organisation with intentional alignment across people and processes. FW discusses the role of the chief trust officer with Beena Ammanath, Kwasi Mitchell and Emily Werner at Deloitte Consulting LLP, Michael Bondar at Deloitte Transactions and Business Analytics LLP and Kim Rivera at OneTrust LLC.

Optimising tax technology strategy

The roadmap serves as a guide to plan for and manage operations, resources and budgets for tax departments, while preparing for ever-changing compliance requirements. FW discusses the optimisation of tax technology strategies with Jennifer Deutsch and Genevieve Watson at Deloitte Tax LLP.

DEALfront

mergers & acquisitions

UBS and Credit Suisse merge amid global banking concerns

In a deal pushed by Swiss regulators eager to halt a dangerous decline in confidence in the global banking system, UBS Group AG is to acquire its long-time rival Credit Suisse Group AG for more than $3bn.

Energy Transfer agrees $1.4bn Lotus Midstream deal

In a move that will boost the company’s pipeline portfolio in the US Permian basin, Energy Transfer LP has agreed to acquire Lotus Midstream LLC from an affiliate of EnCap Flatrock Midstream in a deal worth $1.45bn.

private equity & venture capital

Toshiba accepts $15bn tender offer

Japanese electronics and technology manufacturer Toshiba has accepted a $15.3bn tender off from Japan Industrial Partners Inc, a major Japanese private equity investment firm which specialises in turnaround, buyout and carve-out investments, primarily in Japanese companies.

Qualtrics acquired by Silver Lake for $12.5bn

In a deal that makes it an independent private entity, experience management company Qualtrics has been acquired by global private equity firm Silver Lake in an all-cash transaction that values Qualtrics at approximately $12.5bn.

bankruptcy & corporate restructuring

SVB Financial Group files for bankruptcy amid banking chaos

In the largest banking failure since the financial crisis in 2008, startup-focused lender SVB Financial Group filed for Chapter 11 bankruptcy protection in the Southern District of New York in March.

Virgin Orbit files for Chapter 11 protection

As a result of its failure to secure long-term investment, responsive space launch provider Virgin Orbit Holdings, Inc. along with its US subsidiaries, has filed for Chapter 11 bankruptcy protection in order to effectuate a sale of the business.

SPOTlight

New regulatory hurdles for M&A transactions in 2023

Clifford Chance Europe LLP Dealmakers are facing additional headwinds due to regulatory developments in the European Union, notably recent and significant expansions in the scope of existing antitrust tools, increased scrutiny over state support, and the expansion of foreign investment control regimes.

Liability management goes mainstream

Davis Polk Once a last resort for companies facing a liquidity crisis or other distress, liability management transactions are increasingly viewed as legitimate long-term capital and liquidity management strategies.

The UK as a global crypto hub

Addleshaw Goddard LLP The UK has the potential to become a global digital assets hub, from a legal and regulatory perspective. The significance of the Treasury’s publication of the consultation is a turning point for change in the UK’s regulatory landscape.

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CONTRIBUTORS

Addleshaw Goddard LLP

Bayer US LLC

Cleary Gottlieb

Clifford Chance Europe LLP

CyrusOne

Davis Polk

Deloitte Consulting LLP

Deloitte Tax LLP

Deloitte Transactions and Business Analytics LLP

Freshfields Bruckhaus Deringer LLP

Gibson Dunn

Greenberg Traurig

Hogan Lovells

JAMS

King & Spalding

Kirkland & Ellis

Macquarie Group

McCarthy Tétrault

Morrison Foerster

OneTrust LLC

ONTIER

Pavia e Ansaldo Studio Legale

Pillsbury Winthrop Shaw Pittman LLP

Quinn Emanuel Urquhart & Sullivan, LLP

Sullivan & Cromwell LLP

The Carlyle Group

Vantage Data Centers

Winston & Strawn LLP