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COVER STORY

Safeguarding trade secrets

Implementing both administrative and technical measures to protect trade secrets will strengthen a company’s case in any legal pursuit following loss or theft.

FEATURES

Machine learning and AI: the future of dealmaking?

Given mounting pressures and stakeholder expectations, AI and ML will help simplify and speed up the transaction process, and reduce risk in an increasingly challenging business landscape.

Diversity in acquisition strategy

Acquirers that incorporate clear D&I plans into their M&A strategies will be well positioned to reap the benefits.

The contract lifecycle: effective agreement management

There is growing awareness of the value that comes from excellence in contract management – an overarching discipline that, in many respects, is coming of age due to our connected world and the variety and complexity of commercial relationships.

Held to account: ESG and D&O liability

Taken as a whole, the breadth of the issues and associated expectations strongly suggest that organisations should prepare themselves for a surge in ESG-related D&O liability.

Gloves off: the M&A disputes landscape

Prior to the pandemic, the advantages of arbitration had made themselves clear. However, with the number of M&A disputes set to rise, there is little doubt that this trend will gather further momentum.

ROUNDTABLE

Spin offs and carve outs

Dealmakers remain poised to use spin off and carve outs to adjust their companies’ portfolios and chart new strategic paths, with many observers expecting the pace of such deals to increase later in 2023. FW moderates a discussion between Michael J. Ulmer at Cleary Gottlieb Steen & Hamilton LLP, Stephen I. Glover at Gibson, Dunn & Crutcher, Karsten Kühnle at Norton Rose Fulbright LLP, Joshua Ford Bonnie at Simpson Thacher & Bartlett LLP, and Thomas W. Greenberg at Skadden, Arps, Slate, Meagher & Flom LLP.

SPECIAL REPORT

Financial services

Q&A: Mitigating fraud and financial crime in the financial services sector

Organisations need to invest in technologies such as biometrics and detection engines enhanced with behavioural models to prevent scams or minimise the losses posed by emerging threats. FW discusses mitigating fraud and financial crime in the financial services sector with Liviu Chirita, Penny Dunn and Mark Rigby at PwC.

New DOJ policy adds choice and complexity to the decision to self-report

MoloLamken LLP Companies that discover misconduct should carefully weigh the potential benefits of disclosure to a specific US Attorney’s Office before relying on the policy.

Current climate, key drivers and issues in FCA enforcement

Pinsent Masons As it nears pre-teen status, we see an increasingly confident regulator take a more interventionist approach to firm supervision, addressing issues via its supervisory powers rather than wait for formal FCA enforcement referral.

Recent insights from the UK government on the future of UK payment services – signs of regulatory divergence?

Cleary Gottlieb Steen & Hamilton LLP The UK government is concerned with “future-proofing” the future UK regulatory framework to ensure that it can keep pace with market changes and technological developments.

Embedded finance providers: friend or foe?

CMS The EF industry is ever-growing. Will partnerships between FIs and EF providers continue to grow offerings in this industry, and will the current level of white-labelling be maintained?

How do you regulate an asset like crypto?

Dentons Despite the increasing respectability of crypto, there remains a need for greater trust in the market, which an increase in regulation may well bring.

UK and EU sanctions on Russia: the end of the beginning

Brown Rudnick LLP For financial services firms, it is important to continually assess compliance to ensure that internal policies account for the sometimes divergent approaches between the UK and the EU.

Mergers & acquisitions in the financial sector: a financial crime focus

FINTRAIL For firms considering an acquisition or merger in the financial services sector, effective compliance due diligence should be a key part of the process, particularly across financial crime.

How can an alternative asset manager ‘acquire’ permanent capital via a BDC or closed-end RIC?

Simpson Thacher & Bartlett LLP Despite the length and seeming complexity of this list, the option of ‘acquiring’ permanent AUM can offer a faster and cheaper path than organically growing it from scratch.

Finance for positive sustainable change

Taylor Wessing LLP The regulator will be keeping a watchful eye on how firms approach sustainability-related governance, incentives and competence, and firms in turn will need to follow the regulator’s baton at all times.

Q&A: Tackling ESG and climate risk: advice for financial services

As always with ESG, firms need to be clear as to the commitments and messages they wish to impart, as confusion or misinterpretation can risk denting or harming the goodwill they are trying to create. FW discusses ESG and climate risk advice for financial services with Michelle Kirschner at Gibson, Dunn & Crutcher UK LLP, Bryony Widdup at Hogan Lovells, Haney Saadah at Norton Rose Fulbright LLP and Peter Plochan at SAS.

TALKINGpoint

Machine learning in AML

By learning more about where best to deploy machine learning, organisations can ensure they get the maximum benefit from their investment. FW discusses machine learning in AML with Andrea Vieten, Halyna Hermanns and Kevin Nagel at INFORM.

DEALfront

mergers & acquisitions

Baytex Energy to buy Ranger Oil in $3.4bn deal

Canadian oil & gas company Baytex Energy has agreed to acquire US rival Ranger Oil in a deal valued at $3.4bn.

Uni-Select to be acquired by LKQ for $2.1bn

In an attempt to tap into the aftermarket auto parts business, North America’s largest provider of alternative collision auto parts LKQ Corporation is to acquire Canada-based Uni-Select Inc. in an all-cash deal valued at approximately C$2.8bn.

private equity & venture capital

Radius Global Infrastructure to be acquired by EQT and PSP for about $3bn

Swedish private equity firm EQT, together with the US Public Sector Pension Investment Board, has agreed to acquire Radius Global Infrastructure.

GI Partners to take Atlas private in $1.05bn deal

In a deal that takes the firm private, infrastructure and environmental solutions provider Atlas Technical Consultants, Inc. is to be acquired by investment firm GI Partners in an all-cash transaction valued at approximately $1.05bn, including outstanding debt.

bankruptcy & corporate restructuring

Invacare files for Chapter 11 bankruptcy

Amid a series of supply chain woes, US manufacturer and distributor of non-acute medical equipment Invacare Corporation has filed a financial restructuring plan to reorganise under Chapter 11 bankruptcy protection.

Tuesday Morning Corp files for bankruptcy protection

Discount retailer Tuesday Morning Corp has filed for Chapter 11 bankruptcy protection for the second time since the beginning of the COVID-19 pandemic.

SPOTlight

Waiver of statutory stockholder rights under Delaware law

Quinn Emanuel Urquhart and Sullivan, LLP Parties entering into statutory waiver agreements should ensure that the negotiations and discussions leading to such agreements are transparent and all parties are represented by counsel.

Financial reporting and performance: why return on tangible equity should be a bank’s primary financial objective

Standard Chartered RoTE makes it possible to align everyone to thinking commercially, focusing on how they can help make better or faster decisions with respect to uplifting their bank’s RoTE.

Managing ESG disclosures in an uncertain regulatory environment

Hughes Hubbard & Reed Despite the continued lack of regulatory clarity in the US, over the past few years, the SEC has taken steps to investigate and pursue actions against companies related to their ESG measures and disclosures.

Funding projects with PPP profits

PreConstruction Catalysts These programmes offer an alternative to traditional funding sources that are commercially available, though becoming approved and accepted requires care and attention to the details in an application.

Investing in energy and infrastructure: current trends in the US market

Milbank LLP Tailwinds remain stronger than headwinds for investments in energy and infrastructure assets. Nonetheless, the flight path ahead may yet be choppy.

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CONTRIBUTORS

Brown Rudnick LLP

Cleary Gottlieb Steen & Hamilton LLP

CMS

Dentons

FINTRAIL

Gibson, Dunn & Crutcher

Hogan Lovells

Hughes Hubbard & Reed

INFORM

Milbank LLP

MoloLamken LLP

Norton Rose Fulbright LLP

Pinsent Masons

PreConstruction Catalysts

PwC

Quinn Emanuel Urquhart and Sullivan, LLP

SAS

Simpson Thacher & Bartlett LLP

Skadden, Arps, Slate, Meagher & Flom LLP

Standard Chartered

Taylor Wessing LLP