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COVER STORY

ESG factors in M&A

ESG is increasingly integrated into investment considerations. Benefits can be gained in areas such as risk mitigation, regulatory compliance, competitive returns, innovation and enhanced reputation.

FEATURES

Fine-tuning: UK modifies NSI regime

Despite its apparent success, early in 2024, members of parliament warned the UK government that the NSI regime is not keeping pace with threats to UK economic security.

Clear and consistent: the FCA finalises anti-greenwashing rule

The anti-greenwashing rule has been designed to foster the industry’s long-term development and competitive edge by aligning business offerings with consumer expectations and enhancing the transparency of financial products centred on sustainability.

Indispensable asset: defining and refining a BCP

The existence and effective execution of a business continuity plan could very well be the difference between recovering from a disruptive incident or not. For businesses, it is an indispensable asset in balancing risk in volatile times.

GenAI-enabled fraud: fighting fire with fire

While GenAI can help empower malicious actors to carry out fraudulent activities, that same technology can also be used to help detect and prevent the very fraud it assists perpetrate – a world away from traditional fraud detection and prevention approaches.

Lessons to be learnt – one year of the UPC

The court will continue working to establish itself as the preeminent forum for patent enforcement across Europe through year two and beyond.

ROUNDTABLE

Shareholder activism and engagement

Shareholder activism remains high in 2024, with the number of campaigns on track to surpass last year. With interest rates, geopolitical challenges and market volatility expected to inform the activist playbook in the short to medium term, all the signs point to activity remaining elevated for the foreseeable future. FW moderates a discussion between Adam Riches at Alliance Advisors, Amy Lissauer at Bank of America Merrill Lynch, Stephen Glover at Gibson Dunn & Crutcher LLP, Demetrius A. Warrick at Skadden, Arps, Slate, Meagher & Flom LLP, and David A. Katz at Wachtell, Lipton, Rosen & Katz.

SPECIAL REPORT

Digital transformation

Q&A: AI regulation in the US

AI, and in particular GenAI technology, is testing the limits of existing laws, which were designed for a different era. FW discusses AI regulation in the US with Helen Christakos, Rachel Kim, Daniel Mitz, Daren Orzechowski and Alex Touma at A&O Shearman.

Accelerating change puts a premium on resilience and agility in corporate treasury

Standard Chartered Digital transformation is not a one-time process. As the pace of change accelerates, treasury departments must remain flexible and responsive, maintaining a clear visibility of liquidity and risk positions.

Avoiding legal and regulatory pitfalls in digital transformation projects

Norton Rose Fulbright To ensure that legal and regulatory issues do not impede a digital transformation project, especially one involving novel technology such as GenAI, lawyers and regulatory experts should be consulted at an early stage and should be involved throughout the lifecycle of the project.

Legal considerations for the future of work in the era of digital transformation

Bryn Law Group As digital transformation reshapes the future of work, organisations must navigate a complex landscape of legal considerations spanning remote work policies, AI governance, IP protection, diversity initiatives, data privacy and gig economy regulations.

Cyber security in the age of digital transformation

CMS By implementing strong, robust cyber security measures, organisations can protect their digital assets, comply with regulations, maintain customer trust and ensure business continuity.

NIS 2 Directive: reinforcing cyber security across the EU

Gibson, Dunn & Crutcher LLP Enhanced cooperation ensures a more coordinated and effective response to cyber incidents, reducing their impact and mitigating risks.

The possibilities and challenges of defining and developing open source AI

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates ‘Open’ AI has become a buzzword used by Big Tech, start-ups, pundits and regulators alike to describe certain AI models whose source code has been made publicly available, but there is still a lack of consistent definition as to what exactly that means.

Q&A: AI regulation in Australia

With AI rapidly evolving, Australia’s regulatory approach will likely need to be flexible, principles-based and amenable to updates as new AI capabilities and risks emerge, to futureproof the framework. FW discusses AI regulation in Australia with Katherine Boiciuc, Christina Larkin and Ean Evans at EY.

TALKINGpoint

Contingent risk insurance

The future of contingent risk insurance is very bright. In particular, the ongoing and rapid evolution of portfolio solutions continues to unlock vast untapped potential for the product. FW discusses contingent risk insurance with Shai Silverman at CAC Specialty.

ESG investigations

ESG investigations are a nascent regulatory area, lacking in consistent definitions. As such, the landscape is shifting and what constitutes a breach now may not have been at the time of the allegations. FW discusses ESG investigations with Annabel Reoch, Hilary Hayton, Chris Schneider and Becky Seidler at KPMG.

DEALfront

mergers & acquisitions

National Bank of Canada to acquire Canadian Western Bank in $3.6bn deal

National Bank of Canada has agreed to acquire Canadian Western Bank in a deal worth $3.6bn. The acquisition will combine the sixth- and eighth-largest lenders in the country respectively, and will increase National Bank’s commercial banking portfolio by 52 percent.

SAP to acquire WalkMe in $1.5bn deal

In a deal that significantly strengthens its business transformation management portfolio, German software firm SAP is to acquire digital adoption platform company WalkMe for approximately $1.5bn.

private equity & venture capital

Sonoco to acquire KPS’ Eviosys in $3.9bn deal

In a deal designed to expand its metal and aerosol packaging business, consumer packaging provider Sonoco Products Company is to acquire Eviosys, a portfolio company of private equity firm KPS Capital Partners’, for $3.9bn.

Aareal Bank and Advent International to sell Aareon for €3.9bn

In late June, Aareal Bank and Advent International announced they have agreed to sell Aareon, a European provider of software as a service solutions for the property industry, to private equity firm TPG and investor CDPQ for around €3.9bn.

bankruptcy & corporate restructuring

Nevada Copper files for Chapter 11

Troubled copper and gold mining company Nevada Copper Corp filed for Chapter 11 bankruptcy protection in June, just five years after it began operations.

Vyaire Medical files for Chapter 11

Following a significant drop in demand in the wake of the COVID-19 pandemic, global ventilator and respiratory device manufacturer Vyaire Medical, along with certain of its subsidiaries, has filed for Chapter 11.

SPOTlight

Successful execution of cross-border transactions: managing regulatory deal risk in the EU and UK

Davis Polk & Wardwell With active merger control regimes in over 130 jurisdictions, an increasing number of foreign direct investment screening mechanisms, and the new EU Foreign Subsidies Regulation, identifying and surmounting regulatory obstacles to cross-border transactions is becoming ever more challenging.

Corporate and acquisition finance innovations: US, UK and Spain

Cases & Lacambra Understanding the trajectory of financial innovations from their inception in the US and UK to their integration and adaptation in Spain provides valuable insights into the future of corporate and acquisition finance.

Mastering AI governance: a strategic approach for corporate leaders

Effective AI governance should be integrated with a company’s overall AI strategy, which includes the organisational structure to support AI – whether centralised, decentralised or federated.

Simplifying transfer pricing for baseline distribution activities

Shell The effectiveness of these simplification measures will then largely depend on the ability of different jurisdictions of applying judgement and to effectively use existing dispute resolution mechanisms, which have not always proven effective in the past.

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CONTRIBUTORS

A&O Shearman

Alliance Advisors

Bank of America Merrill Lynch

Bryn Law Group

CAC Specialty

Cases & Lacambra

CMS

Davis Polk & Wardwell

EY

Gibson Dunn & Crutcher LLP

KPMG

Norton Rose Fulbright

Shell

Skadden, Arps, Slate, Meagher & Flom LLP

Standard Chartered

Wachtell, Lipton, Rosen & Katz