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MAGAZINE

October 2021 Issue

Financier Worldwide Magazine


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COVER STORY

Cyber hygiene: identifying and defusing risks in M&A

Over the past 10 years or so, increasingly complex cyber security threats have emerged during the M&A lifecycle, the nature and severity of which is causing mounting concern among dealmakers. Essentially, every stage of an M&A transaction – be it strategy, screening…

FEATURES

Reporting reform: implementing the ESEF

Intended to increase transparency and comparability, the European Single Electronic Format (ESEF) is the new digital financial reporting standard for companies admitted to trading in European Union (EU) and European Economic Area (EEA) regulated markets. Introduced by…

Defining a data management strategy

Data is one of the most valuable corporate assets. Driven by the next generation of companies, such as Google, Amazon and Facebook, among others, data has become the basis of competitiveness, productivity, growth and innovation. In isolation, however, it is worthless…

The role of the board in crisis management

Crises are inevitable. From global pandemics and natural disasters to data breaches and financial wrongdoing, companies and their boards may face crises on a regular basis. Any sudden event that threatens a company’s financial performance, reputation or relations with key stakeholders…

Going green: examining the GBP agenda

The compulsion to ‘go green’ has gained momentum over the last 10 years – an urge that goes well beyond mere rhetoric to attain economic, social and environmental well-being across the globe. Corporations, in particular, are under constant pressure to refine their environmental…

Seismic shift: harmonising global taxation

Taxation is a hot button issue in many jurisdictions. There is a perception that some multinational companies shift their profits abroad to avoid paying their fair share of tax. Efforts have been underway to tackle the problems associated with global taxation, particularly in light of…

ROUNDTABLE

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Risks facing directors & officers

THE PANELLISTS: Laura Skaanild at Ed Broking LLP, Howard S. Suskin at Jenner & Block LLP, Thomas M. Sheffield at NFP, Steven Hadwin at Norton Rose Fulbright LLP, Brittany Rosen at QBE North America, and Paul Rayner at Tokio Marine HCC.

As the world continues its recovery from the ravages of coronavirus (COVID-19), directors & officers (D&Os) find themselves amid an increasingly volatile risk landscape. While ‘traditional’ risks, including securities claims and regulatory scrutiny, remain, others, such as cyber security…

SPECIAL REPORT

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Restructuring & insolvency

Q&A: Tackling post-pandemic corporate zombies

FW discusses how to tackle post-pandemic corporate zombies with George Dale, Nick Hood, Nicholas Parton, Steve Parker and John Thompson at Opus.

Chapter 11: an increasingly popular tool for foreign companies seeking to restructure or liquidate

Cleary Gottlieb Steen & Hamilton LLP Foreign companies are increasingly opting to file for Chapter 11 bankruptcy protection in the US rather than utilising local insolvency regimes to restructure their business, sell assets or even liquidate. Over the past year, more than a dozen large foreign corporations…

Canada’s highest court upholds the priority of financing charges in restructuring proceedings

Norton Rose Fulbright Canada LLP On 28 July 2021, the Supreme Court of Canada (SCC) upheld an Alberta Court of Appeal majority decision giving priority to court-ordered charges in restructuring proceedings, including secured charges in favour of interim lenders, over the Crown’s statutory deemed trusts…

The rise of the reverse vesting order in Canada

Davies Ward Phillips & Vineberg LLP A much-noted 2020 restructuring development in Canada was the re-emergence of the reverse vesting order (RVO) to facilitate sales in Companies’ Creditors Arrangement Act (CCAA) proceedings (Canada’s functional equivalent to Chapter 11 in the US). RVOs have been approved…

Over a year on – the new restructuring plan in action

Eversheds Sutherland The addition in June 2020 of a supercharged scheme of arrangement process, the so-called new restructuring plan introduced under the Corporate Insolvency and Governance Act 2020, was a game changing event for the UK’s restructuring toolkit. This new tool will likely sit alongside…

A year in review: the Part A1 moratorium

Reynolds Porter Chamberlain It is now over a year since the Part A1 standalone moratorium process (moratorium) was introduced by the 2020 Corporate Insolvency and Governance Act (CIGA). The moratorium is a director-led process intended to provide a company in financial distress with a period of breathing space…

How common law duties and obligations can limit majority power and protect minorities in a restructuring

Boies Schiller Flexner (UK) LLP Readers will no doubt be familiar with Socimer and Braganza-style duties in relation to a contractual discretion, and the much-discussed but little-applied limitations on majority power imposed by Redwood and Assenagon. In this article, we consider how those duties may impact…

Identifying early signs of distress and taking action

BM&T Anybody using social media will have seen ‘Top 10’ lists. They have been applied to almost everything, including signs of business distress. Most top 10 signs of distress will list such things as declining revenues, making losses, arrears on supplier and HMRC payments, increased…

Angels on your shoulders: observations on private equity involvement in Australian distressed debt scenarios

Quinn Emanuel Urquhart & Sullivan, LLP In Australian distressed debt scenarios, large private and listed companies teetering on the verge of insolvency generally face two options: (i) refinancing their debt and securing (further) outside investment for working capital; or (ii) resolving to put the company under external…

Q&A: Distressed real estate litigation and restructuring

FW discusses distressed real estate litigation and restructuring with Brent Worthy and Kristi Gibson at BDO.

TALKINGpoint

Managing cryptocurrency regulation

FW discusses cryptocurrency regulation with Paul Brody and Joe McCarney at EY.

DEALfront

mergers & acquisitions

Parker to acquire Meggitt in $8.8bn aerospace and defence deal

In a transaction with strong organisational culture alignment, US engineering technology giant Parker Hannifin is to acquire UK defence and aerospace company Meggitt for $8.8bn.

Under the terms of the agreement, Meggitt shareholders will receive an 800-pence-a-share…

PerkinElmer to buy BioLegend for $5.3bn

PerkinElmer Inc has entered into an agreement to acquire BioLegend, a leading global provider of life science antibodies and reagents, for approximately $5.25bn in a combination of cash and stock. The deal, which is subject to regulatory approvals and other customary closing conditions…

private equity & venture capital

Thoma Bravo strikes $6.4bn software deal

Software investment firm Thoma Bravo has agreed to acquire Medallia, Inc. in an all-cash deal that values the company at $6.4bn. The transaction is expected to close in 2021, subject to customary closing conditions, including approval by Medallia shareholders and receipt of regulatory…

Stonepeak to take Lumen Technologies private in $2.7bn deal

Affirming its investment strategy designed to drive future growth, US telecommunications company Lumen Technologies is to sell its Latin American business to alternative investment firm Stonepeak in a transaction valued at $2.7bn. Under the terms of the definitive agreement, Lumen…

bankruptcy & corporate restructuring

GBG USA files for Chapter 11 bankruptcy protection

In another major blow for the US retail sector, apparel and fashion company GBG USA Inc., along with its North America wholesale business and certain subsidiaries and affiliates, has filed for Chapter 11 bankruptcy. In conjunction with the Chapter 11 filing, GBG USA…

Pipeline Foods enters bankruptcy protection

Supply chain solutions company Pipeline Foods filed for Chapter 11 bankruptcy protection in July at the US Bankruptcy Court for the District of Delaware. Pipeline was formed in 2017 by AMERRA Capital Management LLC, which deploys debt and equity capital globally to upstream…

SPOTlight

Boards need to grasp the cyber security nettle

Henley Business School In the 1970s, the world started to move away from being industrially led toward the more familiar ‘information-society’ territory we now inhabit. At the earliest stages of this transformation, concerns over IT vulnerabilities were largely non-existent. However, today cyber attacks are all too…

The art of building an appropriate governance framework

The Chartered Governance Institute UK & Ireland Today’s businesses are held to incredibly high standards, subject to intense scrutiny by investors, regulators, the media and the general public about the way they operate and the impact they have on society. With big societal issues such as climate change and social injustice now…

Agile auditing – why it is more important now than ever

Baker Tilly Coronavirus (COVID-19) has affected virtually every aspect of business in some way – and internal audit is certainly no exception. One of the key changes in the mindset of internal auditors over the last year and a half has been the increased call to action for companies to be more adaptive…

Legal implications if an employee asks to work abroad

Mayer Brown The coronavirus (COVID‑19) pandemic has fundamentally changed the way of working – very likely for the long term. For many employees, this means working from home, but for others, this opens a whole range of options as to where they live and work, and for some, the prospect of…



CONTRIBUTORS

Baker Tilly

BDO

BM&T

Boies Schiller Flexner (UK) LLP

Cleary Gottlieb Steen & Hamilton LLP

Davies Ward Phillips & Vineberg LLP

Ed Broking LLP

Eversheds Sutherland

EY

Henley Business School

Jenner & Block LLP

Mayer Brown

NFP

Norton Rose Fulbright LLP

Opus

QBE North America

Quinn Emanuel Urquhart & Sullivan, LLP

Reynolds Porter Chamberlain

The Chartered Governance Institute UK & Ireland

Tokio Marine HCC


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