MAGAZINE

February 2014 Issue

Financier Worldwide Magazine


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COVER STORY

Private equity backed IPOs 

The global economy is improving, and market sentiment is high and rising. At the same time, performance of PE-backed companies has improved, and the IPO pipeline has grown. Prior to 2013, the IPO market was effectively closed for many companies, with institutional investors weary of...

 

FEATURES

Future of Australian M&A left in question

Australia’s status as a welcoming environment for mergers and acquisitions was left in question in December after the country’s treasurer Joe Hockey refused to sanction the $2.6bn takeover of GrainCorp Limited by US agri-business giant Archer Daniels Midland Company...

UK embraces Chinese investment

The UK is seemingly standing on the brink of a transformative phase in its infrastructure development. Currently the country is wrestling with a number of divisive issues, particularly around the future of its transport and energy networks. The UK is suffering from overcrowding of...

Foreign investment in Ukraine

Given the perilous state of Ukraine’s economy, improving the country’s investment climate has been of paramount importance for some time. Over the last few years the Ukrainian economy has been staring firmly down the barrel of default. In 2013, Ukraine had a current...

The Transatlantic Free Trade Area

The proposed Transatlantic Free Trade Area (TAFTA) or Transatlantic Trade and Investment Partnership (TTIP) between the United States and the European Union has once again become headline news in both Europe and the US. In many respects the TAFTA bears a strong resemblance to its...

Mexican energy reforms

For the first time in 75 years, Mexico stands on the brink of widespread energy reform. The most notable and controversial development revolves around the proposed amendments to Petróleos Mexicanos, otherwise known as the national institution and state owned oil monopoly...

 

ROUNDTABLE

Transfer pricing

THE PANELLISTS: Luis Carrillo, Bureau van Dijk; Marc Kanter, Heineken; Lorenz Bernhardt, PwC Berlin; Nathaniel Carden, Skadden, Arps, Slate, Meagher & Flom LLP; Les Secular, True Partners Consulting (UK) LLP; and Tiago Marreiros Moreira, Viera de Almeida & Associados.

Global tax administrations are increasingly eager to challenge transactions and enforcement activity has grown in the past few years. Coupled with intense media scrutiny and a public growing weary of suspect business practice, it becomes clear that multinational firms are under...

 

SPECIAL REPORT

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Corporate fraud & corruption

Corrupt and fraudulent behaviour continues to flourish despite the best efforts of global authorities, and corporates now operate in an environment of increasing criminal and regulatory risk. Advances in technology and globalisation mean that those committing fraud now have access...

FORUM: Managing third-party fraud and corruption risks
FW moderates a discussion on third-party fraud and corruption risks between Peter S. Spivack at Hogan Lovells, Neil Swift at Peters & Peters Solicitors, and Alexander J. Willscher at Sullivan & Cromwell.

Dodd-Frank whistleblower features: hot in 2013 and likely hotter in 2014

Proskauer Rose LLP Though it’s just a few years old, Dodd-Frank’s whistleblower provision already has been the subject of high-stakes, headline-grabbing litigation and major bounty payouts. This provision (Section 922) affords whistleblowers complaining of violations of securities laws...

Responding to a money-laundering investigation – a Canadian perspective

McCarthy Tétrault When a law enforcement officer advises a financial institution that one of its clients is under investigation for money-laundering and requests information, the financial institution is caught between competing interests. Financial institutions owe their clients a duty of...

A brief overview of recent developments in the international fight against bribery and corruption

Lewis Nedas Law 2013 saw an intensified global campaign against bribery and corruption, led chiefly by the United States and which is rapidly gaining momentum. There has been greater international cooperation focusing on global business transactions, both historic and current, and a...

Financial crime: the future of corporate defendants

DLA Piper UK LLP A tougher stance against corporates who commit economic crime has long been the mantra of the bodies charged with investigating them. The 2012 appointment of David Green, the new Director of the SFO, his rewriting of the guidance on self-reporting and his public declaration that...

Third-party funding for fraud and asset recovery claims in England and Wales

Peters & Peters The cost of civil proceedings is one of the reasons why only a small fraction of illicit or stolen funds are ever recovered. Even large businesses, and indeed nation states, may encounter difficulties funding litigation due to budget constraints. Uncertainty of success coupled with...

Never wonder, always know: comprehensive checks for new business partners

Corma GmbH A few years ago a famous German race track, the Nürburgring, was to be expanded with help from private investors and public funds. But the organisers were taken in by a cheque fraudster pretending to be the heir to an American millionaire. Even the state premier believed him....

 

DEALfront

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mergers & acquisitions

Avago Technologies purchases LSI Corp for $6.6bn

Avago Technologies Limited announced in December that it had agreed to acquire storage and networking company LSI Corporation for $11.15 per share in an all cash transaction valued at $6.6bn.  The agreed price represents a 40 percent premium on San Jose, California...

Essex Property Trust to acquire BRE Properties Trust

Prominent California real estate investment trust (REIT) Essex Property Trust Inc announced in December that it had agreed to acquire rival West Coast REIT BRE Properties Trust Inc in a deal worth approximately $4.3bn. Under the terms of the deal each BRE common...

private equity & venture capital

The Jones Group sold to PE firm for $2.2bn

In December, retail clothing company The Jones Group Inc announced that it had entered into a definitive agreement to sell itself to private equity firm Sycamore Partners of New York.  Under the terms of the agreement affiliates of Sycamore will purchase The...

Berkshire Hathaway to buy Phillips 66 unit for $1.4bn

Private equity firm Berkshire Hathaway Inc announced in late 2013 that it had agreed to acquire a specialty chemicals unit, Phillips Specialty Products, from Phillips 66 for around $1.4bn of Phillips 66 stock. The expected price tag amounts to roughly 3 percent of the market...

bankruptcy & corporate restructuring

Business bankruptcies in the US down 24 percent in 2013

Business bankruptcies fell to their lowest level since 2006 last year, dropping 24 percent according to data held by the American Bankruptcy Institute (ABI). In total, bankruptcies by businesses and individuals fell by 13 percent. Bankruptcy filings for both...

Constar files for third Chapter 11 bankruptcy

Bottle manufacturer Constar International Holdings LLC filed for its third Chapter 11 bankruptcy in five years in December, as the company attempted to push through its sale to stalking horse bidder Amcor Rigid Plastics USA Inc for an undisclosed auction price, believed to be in the...

 

PROFESSIONALinsight

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Mergers & Acquisitions

Keeping score in cross-border M&A

Accenture Strategy The share of mergers and acquisitions that are cross-border in nature has grown dramatically over the last decade. As a result, corporate control is shifting from one country to another much more dynamically. This development reflects the internationalisation of industry...

Key challenges of acquisitions by foreign investors in China

Jun He Law Offices As we embark on the new year, it seems a good time to revisit some of the transactions that took place over recent years and share with foreign investors insights into some of the key challenges and pitfalls they will encounter when acquiring a Chinese company, which usually make...

 

Private Equity

Healthcare provider investments: key points for regulatory due diligence

McCarter & English, LLP Private equity investments in healthcare providers have grown exponentially in recent years as investors see the high potential for profitability in the industry. Nonetheless, it is important for investors to keep in mind that healthcare entities are subject to numerous laws and...

A new frontier in private capital raising within the United States?

Ropes & Gray LLP Until recently, sponsors of private investment funds, such as private equity funds and hedge funds (collectively, ‘private funds’), could not solicit capital from the general public in the United States by advertising a specific private fund product (e.g., in financial...

Best communication practices for fund marketers

Preqin With a record 2109 closed-end unlisted private equity, real estate and infrastructure funds currently in market, one of the biggest challenges fund managers and placement agents face is securing investor commitments in a highly competitive space. Fundraising managers and placement...

 

LEGALregulatory

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Bankruptcy & Restructuring

New York Bankruptcy Court allows claims for unmatured interest arising from original issue discount created in fair value debt-for-debt exchange

Quinn Emanuel Urquhart & Sullivan LLP The United States Bankruptcy Court for the Southern District of New York recently confirmed bankruptcy plans for Residential Capital, LLC (ResCap) and its affiliated debtors under Chapter 11 of the United States Bankruptcy Code. While the cases were extraordinarily complex, one...

Shipping bankruptcies and their unique issues

Seward & Kissel LLP Shipping bankruptcies have been in the headlines throughout 2012 and 2013, with the likes of Overseas Shipholding Group, Excel Maritime and TMT Group currently in US Chapter 11 proceedings. Distressed investors have flocked to the sector. But shipping bankruptcies have special...

 

Banking & Finance

New status for French credit institutions

Ashurst LLP In order to prepare the entry into force of EU Regulation no. 575/2013 on prudential requirements for credit institutions and investment firms (known as CRR) which aims to harmonise the definition of credit institutions and to apply the same prudential rules to such institutions...

Regulatory change the Aussie securitisation market can actually look forward to

Clayton Utz On 11 November 2013 the Australian Prudential Regulation Authority (APRA) released long-anticipated details of the proposed changes to its rules relating to securitisation during a speech by Charles Litrell, Executive General Manager (Policy), at the industry’s annual...

Recent regulatory and industry trends in India involving cross-border financings

Majmudar & Partners To deal with the slowdown of the Indian economy in recent times, the Reserve Bank of India (RBI), the country’s central bank, unleashed a flurry of measures to incentivise foreign investors by liberalising foreign currency debt investments into India. This was done by way of...

 

Fraud & Corruption

FCA thematic review: next steps in AML and ABC policies and procedures for asset managers

Kirkland & Ellis International LLP The Financial Conduct Authority (FCA) uses thematic reviews as an integral part of its supervisory role in order to identify and assess risks in certain market sectors. During the thematic review process, a specialist team undertakes reviews and seeks insight from a cross section of...

Anti-corruption and the banking sector: what you need to know about the Corruption of Foreign Public Officials Act

Fasken Martineau DuMoulin LLP The Corruption of Foreign Public Officials Act (CFPOA) is Canada’s principal law aimed at prohibiting bribery and corruption of foreign public officials. Two significant developments in the CFPOA are of importance to the banking sector. First, on 19 June 2013,...

 

Corporate Law

New Indian company law – eroding the concept of a private company?

Phoenix Legal Private limited companies in India have been an entity of choice for both Indian and foreign investors for organising their business ventures in India, except in cases of business plans involving fundraising from public sources. This was facilitated largely by the differential...

Corporate groups under the Czech Republic’s new civil law

Wolf Theiss An extremely important legal change occurred on 1 January 2014 in the Czech Republic. After more than 10 years of tremendous effort from its creators and uncountable hours of fierce discussions between its devotees and critics, a new civil law became effective. With the aim of...



CONTRIBUTORS

Accenture Strategy

Ashurst LLP

Bureau van Dijk

Clayton Utz

Corma GmbH

DLA Piper UK LLP

Fasken Martineau DuMoulin LLP

Heineken

Hogan Lovells

Jun He Law Offices

Kirkland & Ellis International LLP

Lewis Nedas Law

Majmudar & Partners

McCarter & English, LLP

McCarthy Tétrault

Peters & Peters Solicitors

Phoenix Legal

Preqin

Proskauer Rose LLP

PwC Berlin

Quinn Emanuel Urquhart & Sullivan LLP

Ropes & Gray LLP

Seward & Kissel LLP

Skadden, Arps, Slate, Meagher & Flom LLP

Sullivan & Cromwell

True Partners Consulting (UK) LLP

Viera de Almeida & Associados

Wolf Theiss 


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