MAGAZINE
August 2013 Issue
Financier Worldwide Magazine
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COVER STORY
Addressing shareholder activism
The issue of shareholder activism has drawn increased attention in recent years, especially in light of regulatory change such as the Dodd-Frank Act. Since the financial crisis, shareholders have become increasingly vigilant and protective of their investments. But activism can take...
FEATURES
US-China M&A activity to increase
According to a new report, the entertainment, advertising and digital media sectors are due to see an increase in cross-border investment and M&A activity between the US and China over the next 12 months. Produced by law firm Manatt, Phelps & Phillips LLP in...
Parliamentary Commission calls for sweeping changes to UK banking
Custodial sentences for reckless senior bankers, the dissolution of the government owned Royal Bank of Scotland (RBS) into separate ‘good’ and ‘bad’ banks, and the lengthy deferral of bonus pay for bankers. These are just a few of the sweeping changes to the...
Innovation is the key for UK aerospace industry
Since the onset of the global economic downturn, the commercial air travel industry has undergone a number of formative changes. In the US alone, 12 airlines have been forced to enter bankruptcy protection since 2008. Notable airlines Skybus, Pinnacle and American were all among...
Effectively managing the human element of risk
Executives are increasingly taking risk management more seriously. Firms are waking up to the fact that now, more than ever, risk management has a crucial role to play in the wider strategies of all businesses – not least those in the financial sector. To that end, many boards...
ROUNDTABLE
Risks facing directors & officers
THE MODERATOR: Carolyn Snow; Risk Management Society (RIMS). THE PANELLISTS: Brady Head, AIG; Joanna M. Page, Allen & Overy LLP; Charles Cox, Alston & Bird LLP; Michael David Lichtenstein, Lowenstein Sandler LLP; Leslie Kurshan, Marsh; and Joseph P. Monteleone, Tressler LLP.
The role of the director or officer comes laden with personal risk. Individuals taking on these positions place themselves in the frame for intense attention from regulators, shareholders and the general public. In recent years, this risk has increased significantly, a result of...
SPECIAL REPORT
The damage that white-collar crime inflicts can run into billions, even before the business and financial impacts of reputational damage are considered. But internal fraud does more impact upon profits – it also betrays shareholder trust and eats away employee morale. Tackling...
FORUM: Mitigating fraud exposure arising from overseas operations
FW moderates a discussion on overseas fraud exposure between Jerry Oldham at 1stWEST Financial Corporation, Michael Couzens at Baker Hughes US LLP, Luke Tolaini at Clifford Chance, and Robertson T. Park at Murphy & McGonigle.
Aggressive accounting vs. fraudulent accounting
CRA The line between aggressive accounting and fraudulent accounting can be finer than many readers of this article may like to believe. It is well-recognised in the finance profession that preparing financial statements involves exercising judgment and the use of...
Background Investigations as an anti-fraud risk management tool
1stWEST Financial Corporation There should be no excuse for acquiring a company, merging with a company or financing a company wherein the remaining owners or management team members have a history of fraud and corruption, when a thorough background investigation would reveal current or past indiscretions such...
How to use company data efficiently to detect fraud and corruption
Gibson, Dunn & Crutcher LLP Organisations generate millions of pieces of data in the ordinary course of their business. This information “comes from many sources—internal and external, and in quantitative and qualitative forms – and facilitates responses to changing conditions”,...
Conducting internal investigations
Peters & Peters Solicitors LLP Running an internal corporate investigation is fraught with risk. Even a single-site, small to medium sized company will face a number of difficulties in carrying out an internal investigation. The risks multiply many times when the company concerned operates in a number of...
Deferred Prosecution Agreements - the new tool for tackling corruption
Eversheds Economic crime by commercial organisations does serious damage to both its immediate victims and the economy, costing billions of pounds to the taxpayer and to those directly affected. Yet successful prosecutions in this area have been relatively low. Prior to the introduction of...
The banks and money laundering: time to atone
Lewis Nedas Law Scarcely a day goes by when one doesn’t read about a bank being investigated or fined for money laundering. Recent examples include the conclusion by the Italian authorities that the Vatican Bank facilitated money laundering; the Italian inquiry focused in particular on the...
Stephenson Harwood Why have UK regulators not taken action against more individuals after the financial crisis? ‘Never Mind the Quality, Feel the Width’ was the title of a British sitcom popular in the late 1960s. However this could also describe the content of the recent...
Reckless misconduct is a headline grabbing novelty
Janes Solicitors The Parliamentary Commission on Banking Standards report titled ‘Changing banking for good’ was released on 19 June 2013. It has been suggested that its aim is not to bring about whitewash regulatory changes but to tackle the underlying culture of the UK banking system;...
DEALfront
mergers & acquisitions
Sprint shareholders approve SoftBank’s bid
SoftBank Corp’s long-awaited acquisition of Sprint Nextel moved one step closer in June when around 80 percent of Sprint’s shareholders voted to approve and adopt the previously announced merger agreement between the two companies. SoftBank’s revised bid for a 72...
Aspen Pharmacare expands in $1bn deal
Aspen Pharmacare Holdings Ltd announced in June that it had agreed to acquire a number of drug brands and a manufacturing facility from American pharmaceutical company Merck & Co for around $1bn. Aspenhas agreed to acquire Merck’s active pharmaceutical...
private equity & venture capital
BC Partners to acquire Springer Science
Private equity firm BC Partners Limited announced in late June that it had agreed to buy German academic publisher Springer Science and Business Media GmbH for $4.4bn. The transaction is subject to the customary regulatory approvals and, once completed, will...
Tenet Healthcare acquires Vanguard Health Systems
On 24 June, Tenet Healthcare Corporation announced it had entered into a definitive agreement with Vanguard Health Systems to purchase the company in an all cash transaction. Tenet will pay $21 per share to acquire Vanguard, a price which represents a 70 percent...
bankruptcy & corporate restructuring
Cengage Learning files for Chapter 11 bankruptcy protection
Cengage Learning Inc and all of its domestic US subsidiaries filed for Chapter 11 bankruptcy protection on 2 July. Cengage applied for bankruptcy protection after reaching a restructuring agreement with a number of its creditors which would reduce the company’s...
AMF Bowling Worldwide Inc announced in July that it had completed its merger with Strike Holdings LLC, otherwise known as Bowlmor – a precondition of AMF’s plan to emerge from Chapter 11 bankruptcy protection. The merger between the two companies was...
PROFESSIONALinsight
Mergers & Acquisitions
Decoding the formula for success in corporate M&A
Accenture In the heyday of M&A in the 2000s, serial acquirers began to have a certain swagger to their gait. They had helped turn M&A from an art into a science and raised the discipline to a formal one within corporations. Those leading multiple M&A transactions were making...
Acquisition of distressed businesses in Spain and ‘RIP financing’
Garrigues Spain has been hit hard by the crisis. Many of its businesses are overburdened with debt. The new economic climate means that operating profits are no longer sufficient to repay financial debt on the agreed terms. In some cases, a simple refinancing transaction will suffice. In...
Investment Funds
Investment funds in the Czech Republic – new developments
Wolf Theiss The Czech Republic is currently an insignificant player on the EU investment fund market – only about 0.08 percent of the total assets managed by investment funds based in the EU is managed by funds seated in the Czech Republic. The Czech government wishes to change this and...
Can private equity save the distressed shipping market?
Holland & Knight, LLP Private equity (PE) is an asset class consisting of equity investment in companies that are not publicly traded on a stock exchange. With the decline in world industrial and consumer demand following the worldwide economic pullback beginning in 2008, the shipping industry, still...
Banking & Finance
Solomon Harris Lenders face several challenges when providing acquisition finance for the purchase of private equity interests on the secondary market. The secondary market started 15 years ago and transaction volumes have been rising, especially in recent years. In 2012, there...
The new normal – non-bank finance leading the way
Equility Capital Ltd We all know that the problem with economics is that it’s man made and therefore prone to failure, sometimes on a catastrophic scale. Booms, busts, recessions, depressions and even the occasional bubble have left their trail of mayhem throughout economic history. But, look at...
Intellectual Property
Integrating acquired intellectual property into company operations
K&L Gates LLP The global economic climate of the past five or so years, has taken its toll on cash hungry companies, many with insufficient revenue streams or other capital sources. Technology companies, characterised typically by those with discovery and development stage products and...
BYOD – the good, the bad, the ugly
Cozen O’Conner In case you haven’t heard by now, BYOD – Bring Your Own Device – is the hot issue in workplace management. Twelve months ago, if you asked most people what BYOD was, you might get answers that involved food and a nice bottle of wine. Now, BYOD...
CONTRIBUTORS
1stWEST Financial Corporation
Accenture
AIG
Allen & Overy LLP
Alston & Bird LLP
Baker Hughes US LLP
Clifford Chance
Cozen O’Conner
CRA
Equility Capital Ltd
Eversheds
Garrigues
Gibson, Dunn & Crutcher LLP
Holland & Knight, LLP
Janes Solicitors
K&L Gates LLP
Lewis Nedas Law
Lowenstein Sandler LLP
Marsh
Murphy & McGonigle
Peters & Peters Solicitors LLP
Risk Management Society (RIMS)
Solomon Harris
Stephenson Harwood
Tressler LLP
Wolf Theiss