MAGAZINE
May 2014 Issue
Financier Worldwide Magazine
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COVER STORY
Leading successful turnarounds
Executives and managers caught up in dealing with future strategy and everyday crises can be oblivious to major dangers until it is too late. It can happen to any firm. The first step toward turning around a failing company is to admit…
FEATURES
Consolidation likely in the European telecoms sector
In recent years the global telecommunications sector has become increasingly competitive. The advent and proliferation of transformative technologies including high speed LTE 4G networks, fibre optic broadband and cloud computing, will only further this trend in the years to come…
On a global scale, M&A activity has remained listless in recent years. Although blockbuster deals have been announced periodically, global M&A activity is still relatively depressed overall. This is particularly evident in comparison with the boom years of the pre-financial crisis era…
Since the financial crisis hit in 2007 the world’s emerging markets have stepped out of the shadows and made their claim as the totems for the next phase of global economic development. Nowhere has this been more evident than in Africa…
Israel is quickly developing a reputation for excellence in innovation and technological development. Over the last 12 months or so, internet and technology giants such as Apple, Facebook, Google and Samsung have taken note of the country’s status as…
Whistleblowing is a sensitive subject. It has divided opinion the world over, particularly in the US. Not only is the practice of whistleblowing in the US affected by an intricate and complicated network of often contradictory laws and policies, it also…
ROUNDTABLE
Data protection and privacy laws
MODERATOR: Rita Di Antonio, IAPP Europe THE PANELLISTS: Ron Raether, Faruki Ireland & Cox P.L.L.; Bridget Treacy, Hunton & Williams; Matthias Bossardt, KPMG AG; Philip Gordon, Littler Medelson, P.C.; Linn F. Freedman, Nixon Peabody LLP; Stuart D. Levi, Skadden, Arps, Slate, Meagher & Flom LLP.
Today’s firms are beginning to understand the critical differences and overlaps between cyber security and data privacy. While the attacks that get the most press involve compromised consumer data, those that steal confidential information or simply take down a system are equally important...
SPECIAL REPORT
Continued pressure from regulators and shareholders is leading corporate boards to scrutinise and strengthen governance roles and responsibilities. Today’s boards are in the spotlight, and must deliver in the area of strategy and company performance while steering the firm away from emerging risks and crises...
FORUM: Executive compensation: recent developments and best practices
FW moderates a discussion on executive compensation and best practices between Finn L. Dahl at Accurate Equity, Robin Ferracone at Farient Advisors, Jonathan M. Ocker at Orrick, Herrington & Sutcliffe LLP, and Alessandra K. Murata at Skadden, Arps, Slate, Meagher & Flom LLP.
The effective board of directors: leading practices in board evaluations
MNP LLP Long after the tumult of corporate scandals and the global financial crisis, the spotlight continues to shine on the performance of boards of directors. Responding to demands for higher standards to support the integrity and stability of financial markets, regulators…
Minter Ellison Until recently, there were two topics that could reliably cause a loss of sleep for Australian non-executive directors: shareholder class actions and a ‘second strike’ shareholder vote against the annual remuneration report. Over the past 12 months, however, a third, more amorphous, threat has been…
Managing personal risks to board members
Reed Smith Richards Butler Directors may not have noticed the increasing risks of potential personal liability which they may be facing. However, around the world, new avenues are being developed by which directors may be made personally liable for their conduct. Directors need to…
Identifying and managing business risks – defined benefit pensions
Barnett Waddingham LLP The phrase ‘elephant in the room’ couldn’t be more apt than in relation to the business risk posed by defined benefit pensions. The total liabilities of a scheme are often comparable in size to the capital value of the sponsoring employer; contribution requirements can exceed free cashflow…
How trustee boards can operate effectively
Spence & Partners Governance boards of all types face challenges – the stewardship of any organisation is rarely an easy task and issues such as conflicts of interest, ‘group think’, diversity and allocation of scarce resources will invariably need to be overcome. Trustee boards responsible for…
DEALfront
mergers & acquisitions
Hertz to spin-off rental business in $2.5bn deal
Hertz Global Holdings, the number two car rental company in the US, announced in March it had agreed to spin-off its equipment leasing business, creating two independent, publicly traded companies. Splitting Hertz into two distinct groups…
Energy XXI to acquire rival for $2.3bn
On 12 March, oil producer Energy XXI Ltd announced it had agreed a deal to purchase EPL Oil & Gas Inc (EPL) for $2.3bn including debt. Under the terms of the deal Energy XXI will pay existing EPL shareholders…
private equity & venture capital
PE firms to acquire Nets Holding for $3.1bn
Private equity (PE) firms Advent International and Bain Capital, along with Danish pension fund ATP, have agreed a deal to acquire Nordic card-payment business Nets Holding A/S for $3.1bn. The deal, which was announced on 24 March, will see the consortium…
Private equity firm Triton acquires Alstom unit for $1bn
German private equity (PE) group Triton announced on 1 April it had agreed to acquire the auxiliary components business of Alstom’s Thermal Power division for an enterprise value of around $1bn.The deal, which has been approved by Alstom’s board of directors…
bankruptcy & corporate restructuring
M*Modal seeks bankruptcy protection
Private equity-backed Speech recognition and data analytics vendor M*Modal Global Services Pvt Ltd announced in late March it had voluntarily filed for Chapter 11 bankruptcy protection. *Modal’s decision to file for bankruptcy was preceded by a period of financial difficulty…
GGS files for Chapter 11 protection
US seismic data provider Global Geophysical Services Inc (GGS), which services some of the country’s biggest oil and gas companies, filed for Chapter 11 bankruptcy protection on 25 March. The firm cites increasing competition in the US market for its recent financial difficulties…
PROFESSIONALinsight
Mergers & Acquisitions
Overview of the M&A market in Brazil and trends for 2014
Barretto Ferreira e Brancher Despite Brazil’s economic slowdown, M&A activity continued at a reasonable pace in 2013. The number of mergers and acquisitions remained high, in line with activity over the past three years. According to a report from PwC, 811 transactions were announced…
Merger review: recent developments in merger control in Chile
Morales & Besa The process of assessing the competitive effects of concentrations between competitors in Chile has evolved significantly over the last decade, moving from a voluntary pre-merger control system to what can effectively be considered a semi-mandatory pre-merger control system when the level of industry concentration is high...
Intellectual Property
Practical strategies for challenging US patents at the Patent Office
Holland & Knight LLP The 2011 America Invents Act (AIA) created several avenues for quick, efficient adversarial review of granted US patents before the Patent Office and more specifically, the Patent Trial and Appeal Board (generally ‘PTO Review’). One, Post-Grant Review (PGR), similar…
Generating revenue streams: putting your intellectual property assets to work
Partridge IP Law In difficult economic times like these, many business executives and owners have their minds on the bottom line – streamlining processes, reducing overhead and trimming ‘fat’ to maximise profitability. It’s a highly useful effort, but some executives can get ‘tunnel vision’…
Fraud & Corruption
Reacting to whistleblower claims
AlixPartners, LLP In 2013, the UK Treasury Select Committee asked the Financial Conduct Authority (FCA) to consider the benefits of introducing a whistleblower program in the UK. The move, in part influenced by the recent LIBOR rate scandal, may also be due to the…
Tips for a third party anti-corruption due diligence database
Norton Rose Fulbright Third party anti-corruption due diligence programs can succeed or fail on the quality of the database that records the raw data and the results. Recent fines levied by regulators on global firms for poor due diligence systems have either criticised…
LEGAL®ulatory
Bankruptcy & Restructuring
The new Spanish Scheme: cram-down, secured creditors and valuation
Cuatrecasas, Gonçalves Pereira The Spanish Insolvency Act was recently amended by means of the Royal Decree Law 4/2014, dated 7 March, based on urgent measures for refinancing and restructuring corporate debt, approved by the Spanish government. The Royal Decree has significantly…
Examinership lite: a look at the changing examinership process and SMEs
Ronan Daly Jermyn John Donnelly once said, in an article in the Commercial Law Practitioner, that it is a tale as old as Methuselah that the appointment of an examiner leads to the company’s dissolution. Like the story of Methuselah, this is completely unsubstantiated…
Banking & Finance
NERA Economic Consulting Since the Patriot Act was enacted at the end of 2001, US regulators have imposed more than $5bn in monetary penalties against financial institutions in connection with alleged violations of Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) regulations...
CompliancePlus Consulting Financial institutions in the seas of Asia find themselves afloat in a rising tide of regulation. Pressures are mounting on three fronts: invigorated enforcement; regulatory reform; and regime overreach. Navigating through to safe harbour has never been an easy…
SPOTlight
Penningtons Manches LLP AIM had been diminishing in size since hitting a high of 1694 companies in 2007. In 2013, the number of companies on AIM increased for the first time in six years following a flurry of initial public offerings (IPOs) and…
Current trends in shareholder activism in Canada
Davies Ward Philips & Vineberg LLP The origins of contemporary shareholder activism lie in the bursting of the ‘tech bubble’ in 2001. The vast over-investment in public companies whose only assets were ideas with potential, generated investor concerns about the prudence of corporate management…
CONTRIBUTORS
Accurate Equity
AlixPartners, LLP
Barnett Waddingham LLP
Barretto Ferreira e Brancher
CompliancePlus Consulting
Cuatrecasas, Gonçalves Pereira
Davies Ward Philips & Vineberg LLP
Farient Advisors
Faruki Ireland & Cox P.L.L.
Holland & Knight LLP
Hunton & Williams
KPMG AG
Littler Medelson, P.C.
Minter Ellison
MNP LLP
Morales & Besa
NERA Economic Consulting
Nixon Peabody LLP
Norton Rose Fulbright
Orrick, Herrington & Sutcliffe LLP
Partridge IP Law
Penningtons Manches LLP
Reed Smith Richards Butler
Ronan Daly Jermyn
Skadden, Arps, Slate, Meagher & Flom LLP
Spence & Partners