DEALfront
mergers & acquisitions
First Quantum completes Inmet takeover
Canadian mining and metals firm First Quantum Minerals Ltd announced on 2 April that, after a protracted and hostile takeover attempt, it has finally completed its successful acquisition of the Inmet Mining Corporation. First Quantum has agreed to pay around C$5.1bn…
Hess Corp sells Russian oil unit for $2.05bn
Leading global energy company, the Hess Corporation, announced on 1 April that it had agreed to the sale of its Russian oil and gas subsidiary Samara-Nafta to OAO Lukoil for a total consideration of $2.05bn. The sale, first proposed by...
private equity & venture capital
CSM confirms sale of bakery units to Rhône Capital
Following a near year-long search for a buyer, CSM nv announced in March that it had reached an agreement with US private equity firm Rhône Capital for the sale of its bakery supplies businesses. According to a statement released…
KKR sells Intelligence Holding to Temp Holdings for $716m
USprivate equity firm Kohlberg Kravis Roberts & Co. L.P (KKR) announced in late March that it had entered into a definitive agreement with Japanese recruitment agency Temp Holdings Inc. for the sale of staffing agency Intelligence Holdings Ltd...
bankruptcy & corporate restructuring
Atlantic City casino files for Chapter 11 bankruptcy protection
Revel Entertainment Group, the owners of floundering casino Revel Atlantic City, filed for Chapter 11 bankruptcy in late March, less than a year after the casino opened for business. The group filed a bankruptcy plan which would turn control of the resort over to its lenders and...
American Airlines / US Airways merger wins court approval
In a move that has been defined as a ‘watershed event’ for the AMR Corporation, the proposed merger of American Airlines and US Airways won the approval of a Manhattan bankruptcy court in late March. The merger, which needs to be ratified by antimonopoly authorities...
PROFESSIONALinsight
Banking & Finance
The Cyprus bailout: will Ukraine find itself a new haven for direct foreign investments?
Recently, many in Europe closely monitored events in Cyprus, the latest struggling eurozone country to be bailed out. But perhaps – other than the Cypriots themselves – none were as nervous as Russian and Ukrainian businesses. Estimates placed Russian deposits in Cypriot...
The ‘capital-marketisation’ of export finance
Exports are the lifeblood of many of the world’s economies. The promotion of exports is therefore a critical element of many countries’ economic policy. Important instruments of export promotion are guarantees issued by export credit agencies (ECAs). In...
Lender protections in the project finance market of the Dominican Republic
The Dominican Republic (DR) is a robust emerging market ripe with lucrative finance opportunities for both lenders and project sponsors. Its well-developed regulatory framework, political and economic stability and ample governmental support have contributed to a recent increase of...
The Volcker Rule’s (foreseeable) impact on foreign markets and institutions: a bit too much?
We have a saying in Portugal: “pior a emenda do que o soneto”. It is hard to translate into English, but it is generally used to mean that, sometimes, correcting a faulty situation actually renders it worse than it was before. The phrase allegedly originated in...
Data Management
Data as a key asset – maximising value and minimising risk in a changing legal landscape
Every day, we generate an estimated 2.5 quintillion bytes of data – that’s 2.5 with 18 zeros worth, including 12 terabytes of tweets. Over 90 percent of the data stored in the world today was generated in the last two years. Searching for value...
FATCA and compliance under Japanese data privacy laws
On 17 January 2013, the US Treasury Department issued final regulations implementing the US Foreign Account Tax Compliance Act of 2010 (FATCA), a statute principally designed to reduce offshore tax evasion by ‘US persons’ (a defined term that includes not only citizens...
LEGALregulatory
Legacy liabilities in Canadian restructurings
Legacy liabilities have become an increasingly important concern for insolvency practitioners. The ability to restructure companies and carve out the valuable revenue producing assets which generate positive cash flow and continued employment without the noose of legacy liabilities...
One year later: Germany’s corporate insolvency law reform turns out success story
Germanyhas one of the strongest industries in the world, but its insolvency laws, which stem from the late 19th century, used to treat companies with multimillion euro balance sheets no different from a sole trader on the high street. Upon an insolvency filing of a debtor company...
Prevention or cure – the use of segregated portfolios and side pockets
In the dying days of the post-Lehman financial crisis, a number of cases have reached the courts of the Cayman Islands concerning the ‘orderly’ wind down of hedge funds by their managers. It seems that these cases emphasise the importance of forward planning in...
EXCLUSIVE ONLINE CONTENT
10Questions
Patent litigation following the America Invents Act
FW speaks with Edward D. Manzo, a partner at Husch Blackwell LLP about patent litigation and US patent practice in the wake of the America Invents Act.
ExpertBriefing
New protective measures for Spanish listed companies: voting caps and valuation rule against expropriation
The Spanish legislative body has reacted to demands for protection during these turbulent times for the Spanish economy by implementing two protective measures: protection in terms of voting caps and protection against the decrease in value of companies as a result of expropriation...
Protecting deal value: working-capital hurdles in M&A transactions
In most M&A transactions, the parties arrive at the purchase price by multiplying the target company’s earnings before interest, taxes, depreciation, and amortisation (EBITDA) by an agreed-upon multiple. Before a deal closes, however, a seller can juggle the...
PRC private fund regulatory regime: reflections on 2012
2012 was a remarkable year for the private fund regulatory regime in China. Since May, the general investment industry has been swamped by dozens of regulations issued by various regulatory authorities, which have an impact on the private fund industry from varies aspects, including...
Corporate bonds versus bonded loans - two financing tools in the focus of German companies
Corporate bonds have become popular among German companies in the past few years as an alternative financing instrument to the traditional bank loan. This is particularly true for small and mid cap companies which suffered most from the restrictive lending policy of banks, due to...
The risks in a security cession of rental income
As security for the repayment of a loan, lenders often require borrowers who are landlords, to cede in security to lenders, their right, title and interest (rights) in and to rental income due to borrowers. This article analyses the legal risks for lenders and borrowers...
Whistleblowing in the UK – to be afraid of or to encourage?
The practice of whistleblowing and the laws governing it are of importance to financiers. A whistleblower can open up the companies that financiers invest in to liability, or expose wrongdoing which may damage their investment.Whistleblowing is a topical issue in the UK at the...
Navigating business corruption risks in Russia
Over the past several months, Russia has made a concerted effort to attract foreign business and investors through roadshows, the modernisation of the Moscow stock exchange, new construction in the city’s financial centre, and the passage of new securities and anti-corruption…
Pension plan de-risking in Canada
An increasing number of public and private sector employers around the world are either abandoning the traditional defined benefit (DB) pension plan model in favour of more affordable and sustainable alternative arrangements, or are doing away with their employer sponsored...
Be prepared and be a cyber boy scout – united we stand, divided we fall
The new proposals, therefore, cast the net far far wider than the current mandatory telco notification. The proposed EU Directive has three limbs. First, member states must have in place a minimum level of capabilities by establishing competent authorities for NIS,...
SHIELD Act: a good next step in limiting patent assertion entity
The SHIELD Act – Saving High-Tech Innovators from Egregious Legal Disputes — is back. The SHIELD Act was originally introduced in the last Congress. It would have awarded costs, including reasonable attorney’s fees, to a prevailing defendant when, upon completion...
Recent amendments to patent legislation in Turkey
Given the increasing importance of intellectual property to the modern economic model, and the economic development that has occurred in Turkey, the current legislation often fails to satisfy business needs. Therefore, a new legislation is required to regulate industrial rights…
The ‘evident partiality’ standard under US arbitration law
A recent US federal appellate court decision concerning review of arbitration awards under the US Federal Arbitration Act (FAA) is a reminder of the risks parties face when conflicts of interest arise in arbitration. Below, we discuss the decision and review some steps parties can...
The taxation of trusts and trust income from a South African perspective
Trusts have traditionally been a convenient tool for tax planning purposes. Even though it also provides the additional benefit of separating the assets of a taxpayer from an insolvency perspective, trusts also enabled taxpayers to potentially avoid estate duty and to reduce the...
Compliance by tweet or post
Despite increased public dependence on social media as the principal source of news, until very recently, the Securities and Exchange Commission (SEC) had not provided formal guidance as to whether dissemination of information by a company through a social media site would be...
Employment law and financial regulation
Where an employee is suspected of misconduct that may breach regulatory rules, this may have consequences in terms of both the employee’s employment and the employer’s regulatory duties. To deal with the matter effectively, the employer will need to consider a number of…
Privacy implications of doing business in Canada
Privacy law has quickly become one of the fastest developing areas of Canadian law and this, in turn, has had a noticeable impact on the practice of labour and employment law in Canada. It is important that organisations establishing a business presence in Canada take heed…
The right delivery model – but how do we fund it?
Public infrastructure delivery is in a state of flux globally. In the period post global financial crisis (GFC), much has been said about the inability of traditional sources of bank led funding to meet global infrastructure needs and many have speculated about potential alternative...
Order 1000: driving transmission investment in the United States
Nearly two years ago, the United States Federal Energy Regulatory Commission (FERC) issued its final rule requiring the implementation of major reforms in transmission planning and cost allocation for transmission providers in the US (Order 1000). Order 1000 will profoundly impact...
Legal and tax incentives for solar and wind projects in Ukraine
In recent years, Ukraine has witnessed unprecedented interest from foreign and local investors towards Ukrainian renewable energy projects. Apart from the global trend of increasing the share of renewable energy sources in overall electricity generation, this is also...
Peril liability related to nuclear energy in Turkey
Global energy demand continues to increase. At the same time, the energy sector has been the top sector for foreign direct investment in Turkey for the last two years. This is due to Turkey’s geographical position, natural resources, stable growing economy, and young labour...
Oil and gas in Kenya – regulatory framework
Oil and gas is a fast developing area of law in Kenya and this can be seen by the rate at which government has been aggressively putting in place laws and regulations that will govern companies which have been allocated, or intend to apply for, oil prospecting rights in Kenya….
Barbarians at the gate: the changing face of legal services
Unprecedented pressure on legal budgets (due in part to the financial crisis), the emergence of new and innovative legal service providers and remarkable advances in technology are proving catalysts for a significant reshaping of the global legal services industry. Clients are…
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