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COVER STORY

Bridging gaps: diversifying UK boardroom recruitment

A common mistake in boardroom recruitment is having a homogeneous board that lacks diversity in terms of gender, race, ethnicity, age, expertise, perspective and experience. This failing has the potential to foster bias in the recruitment process and thus hinder the appointment of more diverse candidates.

FEATURES

Shareholder engagement and M&A

Shareholder considerations must have a place in M&A decision making. Companies must ensure their M&A strategies are properly articulated, and the rationale for and merits of a transaction are made clear.

Tenets for success: trust and transparency in M&A

It is crucial for the long-term success of the merged entity that parties navigate the intricacies of a transaction with clarity and consistent messaging, prioritising key issues along the way.

FDI screening: EC proposes regime reform

Keen to tackle divergence in national FDI regimes across the EU, the EC has assisted member states with technical and policy guidance, meetings and information exchange, particularly with regard to best practices, culminating in proposals to reform the EU FDI regulation.

Traditional to modern: the metamorphosis of the CFO

CFOs are agents of change who help drive new initiatives, laying a path for their organisations toward value and long-term growth. The complexity of business operations means CFOs must be adept at managing a wide range of responsibilities.

Movement across borders: regulating global supply chains

Depending on the size of the supply chain and the number of countries it encompasses, organisations may find themselves overwhelmed by the sheer volume of obligations.

ROUNDTABLE

Foreign investment and national security

High inflation, energy costs and interest rates, combined with geopolitical uncertainty and war, have quelled foreign direct investment (FDI) appetite of late. The shift by many countries toward more nationalistic trade and investment policies – including the proliferation and expansion of screening mechanisms – is likely to result in a continuing constraint of FDI flows. FW moderates a discussion between B.J. Altvater at Cleary Gottlieb Steen & Hamilton LLP, Mario Mancuso at Kirkland & Ellis, Brooks Allen at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, Eric J. Kadel, Jr. at Sullivan & Cromwell LLP, David A. Katz at Wachtell, Lipton, Rosen & Katz.

SPECIAL REPORT

International dispute resolution

Q&A: Trade secret disputes

Trade secret disputes will continue their rapid growth in the coming years as a result of advances in technology and an increasing ability to share large swathes of data very easily. Establishing that the information to be protected is in fact a trade secret tends to be the biggest hurdle. FW discusses trade secret disputes with Kurt Kappes, Galit Kierkut and Ewen Mitchell at Greenberg Traurig, and Robert Sikellis at Novartis.

The Advisory Centre for investment disputes: what is it and where are we headed?

Arnold & Porter As Working Group III navigates the complexities of establishing the Advisory Centre for Investment Disputes, clarifying its operational framework, funding mechanisms, location and service provisions will be paramount to realising its intended objectives.

Does international arbitration have a fraud problem?

Travers Smith LLP Recent cases serve as a sharp reminder that international arbitration is not immune from fraud and that fraudsters will continue to think of ways in which the process may be exploited. This risk must be taken seriously.

Exchange rate volatility and cost exposure in international arbitration

Grant Thornton UK LLP If the exchange rate is moving unfavourably against a party even just for the impact on costs, it may lead to different outcomes as to whether to settle and for what amount.

The question of delegation of arbitrability in business contracts

Three Crowns If there is not ‘clear and unmistakeable’ evidence that the parties intended to delegate questions of arbitrability to an arbitral tribunal, parties could find themselves before a domestic court that they thought they opted out of.

The FCA proposes to name firms under investigation: transparency as a regulatory tool?

Milbank LLP There is a considerable risk that the changes proposed in the consultation paper will be detrimental for both firms and employees and that this will outweigh any benefits to consumers, market participants or financial markets in general.

Privilege: key considerations from an Irish perspective

Matheson LLP In cross-border situations, understanding the interplay between Irish rules and those that apply in the European Union, as well as in any relevant foreign jurisdiction, is key to successfully asserting and maintaining privilege.

Climate change lawsuits in Germany

Gleiss Lutz So far, German courts have dismissed climate lawsuits as the associated behaviour is not unlawful. The courts ruled that the legislator had fulfilled its obligation to avoid infringing fundamental rights by amending the Climate Protection Act.

TALKINGpoint

Trends in private company mergers & acquisitions

Higher interest rates, the prospect of political change and economic uncertainty mean the ‘valuation gap’ between seller and buyer will take time to converge. FW discusses trends in private company mergers & acquisitions with Tom Bruce, Emily Jamieson, Charlie Court, India Benjamin and Georgina Fraser at Farrer & Co.

Navigating workforce-related risks

Organisations that better manage workforce risk outperform competitors in areas tied to core business outcomes, including profitability, operational efficiency and brand recognition. FW discusses workforce-related risks with Michael Griffiths, Reem Janho, Sue Cantrell, Zac Shaw and Rachel Neal at Deloitte Consulting LLP.

DEALfront

mergers & acquisitions

Home Depot in $18.25bn deal for SRS

Home Depot has announced it is to acquire building materials supplier SRS Distribution in an $18.25bn deal.

Novo Nordisk buys Cardior for $1.1bn

In a move that strengthens its pipeline in cardiovascular disease, Danish multinational pharmaceutical company Novo Nordisk is to acquire German biotechnology firm Cardior Pharmaceuticals in a transaction valued at $1.1bn.

private equity & venture capital

KKR to acquire Encavis for €2.8bn

In deal that that values the German developer at €2.8bn, private equity firm KKR, through its investment vehicle Elbe Bidco, is to acquire electricity and renewable energy producer Encavis.

Sentinel Capital Partners to acquire Carrier fire business for $1.43bn

As part of its plan to divest non-core assets, heating and ventilation solutions provider Carrier Global Corporation has agreed to sell its Industrial Fire division to Sentinel Capital Partners in a deal worth $1.43bn.

bankruptcy & corporate restructuring

Curo files for Chapter 11 protection

In a move intended to eliminate $1bn in debt and hand control of the company to its lenders, consumer finance company Curo Group and certain subsidiaries have filed for Chapter 11 bankruptcy protection.

Joann Fabrics files for Chapter 11 bankruptcy

In a bid to reorganise its ailing finances, Joann Fabrics and Crafts has filed for Chapter 11 bankruptcy protection.

SPOTlight

The biggest blockers delaying M&A completion

Shoosmiths LLP Throughout 2023, concerns over market concentration, consumer welfare and national security implications led to increased scrutiny and due diligence efforts, often prolonging the M&A completion process.

Reverse solicitation and classification of cryptoassets as financial instruments

Taylor Wessing LLP Two consultations comprise significant aspects of the emerging regulatory framework for cryptoassets in the European Union.

European financial institutions navigating evolving Russian sanctions compliance

Mayer Brown Senior management at European financial institutions currently face a complex regulatory and enforcement environment with regard to Russian sanctions, which require dedicated budgets and human resources.

Non-financial misconduct in the City

Fox Williams LLP Non-financial misconduct in the financial services sector continues to be in the spotlight in 2024, with the recent publication of the Treasury Committee’s ‘Sexism in the City’ report highlighting that the FS sector still requires drastic change.

Vendor management and third-party risk

CMS RM Partners Inc. Meaningful due diligence allows an organisation to effectively manage its relationship with a third party and ensure risks are managed effectively. The organisation can walk away if the risks pose too much of a threat.

Preparing for the UK’s Economic Crime and Corporate Transparency Act

Altia Solutions Ltd. An organisation that has fraud prevention policies in place but fails to implement adequate procedures or train its workforce accordingly may find itself subject to prosecution.

Intellectual property rights: a barrier to innovation in GenAI?

Norton Rose Fulbright Existing IP laws and frameworks may have to be adjusted, or special exceptions made, to recognise that AI-generated works and inventions should be treated differently from conventional works and inventions.

Disclosure obligations in arbitration and civil litigation in England and Wales

Stewarts Law LLP In a common law system, such as England and Wales, understanding the disclosure obligations is critical to ensure prompt compliance in the event of litigation or arbitration proceedings.

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CONTRIBUTORS

Altia Solutions Ltd.

Arnold & Porter

Cleary Gottlieb Steen & Hamilton LLP

CMS RM Partners Inc.

Deloitte Consulting LLP

Farrer & Co.

Fox Williams LLP

Gleiss Lutz

Grant Thornton UK LLP

Greenberg Traurig

Kirkland & Ellis

Matheson LLP

Mayer Brown

Milbank LLP

Norton Rose Fulbright

Novartis

Shoosmiths LLP

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

Stewarts Law LLP

Sullivan & Cromwell LLP

Taylor Wessing LLP

Three Crowns

Travers Smith LLP

Wachtell, Lipton, Rosen & Katz