Click cover to download

(Subscriber-only password access)

Not a subscriber?

Click here to join the FREE mailing list and receive password access

COVER STORY

The challenges of cross-border M&A

2025 may see a revival of cross-border M&A transactions. But navigating the myriad complexities of such deals will require careful planning and coordination.

FEATURES

Deal leaks: data protection during M&A

As a wealth of research can testify, the likelihood of a data leak occurring at some point during the M&A lifecycle is high, particularly given the range of interested parties typically involved in a transaction.

Understanding the UK’s new third party oversight regime

For many critical third parties, the most significant uplift to meet the regime’s requirements will be cultural, as the framework requires a step change in their approach to resilience and regulatory engagement.

Visibility and control: best practices in SCRM

As the world becomes increasingly interconnected, the range of risk factors that have the capacity to disrupt supply chains is likely to expand exponentially.

Shifting sands in the UK’s corporate crime landscape

Those firms deemed to be in scope of the FTPF offence must take steps to ensure their processes and procedures are suitable under ECCTA. This may entail carrying out an anti-fraud risk assessment to assess the risk of fraud being committed by an associated person for the benefit of the organisation.

Scope of uncertainty: US-European trade relations

The unrealised threats of Trump’s first term have the potential to crystallise in his second and pose significant challenges for European trade policy.

WORLDWATCH

Transfer pricing

Multinationals need to stay abreast of tax guidelines for each jurisdiction in which they operate, document all related-party transactions and adopt appropriate business rationale to determine the most appropriate remuneration policy. FW moderates a discussion between Shahzeb Panhwar at Alvarez & Marsal Tax, Oliver R. Hoor at ATOZ Tax Advisers S.A., J. Clark Armitage at Caplin & Drysdale, Peter Kurjanowicz at Doane Grant Thornton LLP (Canada), Amit Chadha at KPMG in South Africa, Sahil Seth at PKF-CAP Tax Solutions Pte Ltd, Sarah Howarth at Price Bailey LLP, and Sadao Mori at Watanabe Tax Corporation.

SPECIAL REPORT

Data privacy & cyber security

Q&A: Tackling the cyber skills gap

While closing the cyber skills gap remains a challenge, ongoing efforts in education, training and industry collaboration provide a pathway to building resilient digital operations. FW discusses the cyber skills gap with Jonathan Adessky at McCarthy Tetrault, William E. Ridgway at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, and Daron Hartvigsen at StoneTurn.

Pursuing acquisitions and joint ventures – a cyber security perspective

StoneTurn When it comes to M&A, organisations can learn from others’ mistakes by ensuring strong cyber due diligence measures are taken, investment risk assessments are thorough, and risk management frameworks are in place to address potentially catastrophic cyber events.

Health advertising and US privacy law – what is at stake?

Kelley Drye & Warren LLP Restrictions on health data use have expanded well beyond the realm of reproductive health and are affecting nearly all sectors of the health and wellness industries, ultimately impacting the data available to connect consumers to relevant health advertising.

Interaction between the GDPR and other EU regulations

Gibson, Dunn & Crutcher LLP In addition to implementing required measures, companies need to swiftly build internal processes to identify their obligations in each area and document their efforts to be able to demonstrate compliance to authorities.

Regulation of biometric data in Europe

Fieldfisher LLP The regulation of biometric data use is certainly necessary to protect fundamental rights. As technology becomes more sophisticated, we need to ensure that we are not subject to pervasive surveillance and detection, which could significantly impact our behaviour.

The sweet voices of robots – cloning voices with AI

Gleiss Lutz It is no wonder that the copying of voices has become one of the more commercially promising use cases for generative artificial intelligence. That said, the development and use of artificial voices are not without legal complications.

Emerging technologies and privacy

Trowers & Hamlins LLP The use of personal data represents a significant risk in emerging technologies, particularly in generative AI systems. Organisations must implement robust measures to prevent data protection breaches and maintain strict oversight of data collection, processing and storage practices.

Striking the right balance: Australia’s approach to data and AI regulation

Spruson and Ferguson Lawyers Australia’s AI productivity relies on a regulatory framework that balances risk and innovation. A cohesive national data strategy, informed by global best practices, can establish governance for data access and use across public and private sectors.

TALKINGpoint

Managing transactional risk in healthcare & life sciences M&A

The advantages of using RWI in a deal is it allows the seller to potentially receive a clean exit and all sale proceeds at closing, with the buyer having protection under an RWI policy. FW discusses managing transactional risk in healthcare & life sciences M&A with Vip Patel at Aon.

Tax optimisation in distressed situations

Restructurings will often provide significant opportunities to create a more efficient tax profile moving forward. Tax assets on the balance sheet can be crucial in that respect. FW discusses tax optimisation in distressed situations with Chris Hadfield, Elias Tzavelis and Daniel Ho at Deloitte.

ECCTA: a new era for corporate oversight and anti-fraud measures

Provided that UK investigating and prosecuting agencies are adequately resourced, we expect to see companies appearing as defendants in criminal cases with greater regularity in the coming years. FW discusses ECCTA in a new era for corporate oversight and anti-fraud measures with Simon Airey, James Dobias and William Merry at McDermott Will & Emery UK LLP.

Sustainable work: the future of employment in a green economy

Sustainability is integral to every role, requiring employees to understand and contribute to sustainable outcomes daily. Organisations must adopt a multifaceted approach. FW discusses the future of employment in a green economy with Karen Cunningham, Katherine Wannan and Laura Halfas at Deloitte.

DEALfront

mergers & acquisitions

Calpine sold to Constellation Energy for $16.4bn

In one of the biggest acquisitions in the history of the US power industry, US nuclear power provider Constellation Energy has agreed to acquire natural gas and geothermal company Calpine Corp for $16.4bn.

J&J acquires Intra-Cellular Therapies in $14.6bn deal

In the biggest biotech transaction in more than a year, US multinational pharmaceutical, biotechnology and medical technologies corporation Johnson & Johnson is to acquire neurological drug maker Intra-Cellular Therapies in a deal valued at approximately $14.6bn.

private equity & venture capital

GFL sells environmental division in $8bn PE deal

In a transaction valued at $8bn, Canadian waste management company GFL Environmental is to sell its environmental services business to private equity firms Apollo and BC Partners.

GCTR exits AssuredPartners for $13.45bn

Arthur J Gallagher & Co has signed a definitive agreement to acquire AssuredPartners, a leading US-based insurance broker, for $13.45bn in an all-cash transaction.

bankruptcy & corporate restructuring

Prospect Medical files for Chapter 11

Prospect Medical Holdings and 66 affiliates filed for Chapter 11 bankruptcy protection on 11 January, with plans to reorganise certain medical assets, sell two medical centres in Rhode Island, and divest from another in Pennsylvania.

Craft retailer Joann files for Chapter 11 once again

In its second bankruptcy filing in less than a year, craft retailer Joann Inc. has commenced voluntary Chapter 11 proceedings to facilitate a sale process to maximise the value of its business.

SPOTlight

Minding the gap in private credit: the rise of new money and avoiding the fall

Quinn Emanuel Urquhart & Sullivan UK LLP While the rapidly evolving private credit market has recently provided enhanced returns and opportunities, potential risks remain. Challenges include market volatility, regulatory scrutiny and liquidity constraints – along with the risk of borrower defaults and disputes.

Megatrends impacting US infrastructure and businesses

Dentons We can expect rapid, tumultuous change and intense backlash, with an extraordinary amount of litigation and disruption of relationships, international and domestic. All interested parties should batten the hatches and prepare for heavy and confused seas.

Structure – the power enabling organisations to deliver value

Henley Business School Leading through tension is a normal part of the process and requires a delicate balance of maintaining the benefits of decentralisation while carefully integrating alternate structural forms as required.

Click here to view our latest ExpertBriefing articles

CONTRIBUTORS

Alvarez & Marsal Tax

Aon

ATOZ Tax Advisers S.A

Caplin & Drysdale

Deloitte

Dentons

Doane Grant Thornton LLP (Canada)

Fieldfisher LLP

Gibson, Dunn & Crutcher LLP

Gleiss Lutz

Henley Business School

Kelley Drye & Warren LLP

KPMG in South Africa

McCarthy Tetrault

McDermott Will & Emery UK LLP

PKF-CAP Tax Solutions Pte Ltd

Price Bailey LLP

Quinn Emanuel Urquhart & Sullivan UK LLP

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

Spruson and Ferguson Lawyers

StoneTurn

Trowers & Hamlins LLP

Watanabe Tax Corporation