MAGAZINE

June 2015 Issue

Financier Worldwide Magazine


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COVER STORY

New beginnings: life as a Chapter 11 emerged entity

For most companies, entering bankruptcy represents a nightmare scenario with no easy means of escape. Some organisations immediately crash and burn when finances hit the buffers. Some seek to avoid all liabilities...

 

FEATURES

FCPA successor liability in M&A transactions

Mergers and acquisitions (M&A) activity has boomed over the course of the last 18 months, with 2014 seeing a great number of announced transactions. Global M&A activity hit $3.5 trillion in 2014, an increase of...

Merger control trends and the wider M&A landscape

Following years of false dawns and stymied transactions in which the global M&A dealmaking landscape could best be described as stagnant, 2014 saw a resurgence with CEOs and boards launching deals on a...

Is the appetite for private equity co-investment a healthy one?

Within the rarefied world of private equity investment, there is consensus that a large appetite currently exists among GPs and LPs for indulging in some co-investment activity. LPs, it is said, are particularly...

Risk management drives growth

In recent years, particularly since the stymieing effects of the global financial crisis took hold, risk management has been a dominant topic in the corporate boardroom. There are myriad potential problems that companies can experience...

Reacting to data breach litigation

Companies are harvesting ever more data – from information about their own products to their increasingly global customer base, they are being forced to find new ways of storing this vast swathe of data...

 

ROUNDTABLE

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International arbitration

MODERATOR: Julio César Betancourt, CIArb; THE PANELLISTS: Ben Knowles, Clyde & Co LLP; Gregory K. Bell, Charles River Associates; Elie Kleiman, Freshfields Bruckhaus Deringer LLP; Colin Johnson, Grant Thornton UK LLP; Lance Lee, Lee International IP & Law Group; and Julie Bédard, Skadden, Arps, Slate, Meagher & Flom LLP.

In a complex and expansive global business environment, the relationships between businesses, investors and third parties are, for the most part, diverse and far-reaching. Yet business relationships conducted on a global scale involving...

 

SPECIAL REPORT

Mergers & acquisitions

In 2014, global mergers and acquisitions activity reached $3.5 trillion – the highest level attained since the financial crisis. Throughout 2015, such exceptionally strong M&A activity is expected to continue and spread...

FORUM: Valuation issues in M&A

FW moderates a discussion on valuation issues in M&A between Mike Thornton at Grant Thornton UK LLP, Yvette Austin Smith at The Brattle Group, and Gardner Dudley at Liquidity Services.

Trends in global M&A activity

Shearman & Sterling LLP The global mergers & acquisitions marketplace has regained its strength after a steady climb out of the financial crisis, with Q1 2015 deal values of over $854bn surpassing 2007 levels. These market conditions...

Technology is transforming middle-market M&A

FOCUS Investment Banking LLC The megadeals get all the headlines, but the core of the M&A market worldwide is the middle-market. This is one of the largest financial markets in the world, yet it retains a level of level of inefficiency not...

Corporate venture capital – transforming funding of technology innovation?

CMS Corporate Venture Capital (CVC) is understood to refer to equity investment by a corporation into start-up companies, either directly or through the corporate’s own venture capital arm. Investment typically...

Making successful deals – when the deal is done, the work begins

PwC Soft M&A capabilities involve good feedback and feedforward processes, so that knowledge can be gathered and transferred effectively. This will ultimately enhance M&A governance and the quality of future acquisitions. Traditional M&A capabilities...

Enforcing a private company indemnity regime

Morris, Nichols, Arsht & Tunnell LLP Whether a private company acquisition is structured as a stock sale or a merger, the parties will often include in their deals provisions that specify when a buyer can bring claims for breach of representations. These provisions...

Cash pooling in Switzerland – impact on financings and M&A transactions

Prager Dreifuss Ltd. Cash pooling, which allows companies to combine their credit and debit positions from various accounts into one account, has become common for multinational groups in the business world of today. In Switzerland, company groups...

Argentina at a crossroads as the presidential election approaches

Marval, O’Farrell & Mairal Argentina is an extraordinary country for many reasons. Some of them we are proud of, such as being the birthplace of Pope Francis, of the world’s best current football player, and of the world’s best ever footballer (although this is not...

Ten things to know about Chinese acquirers

Pillsbury Winthrop Shaw Pittman LLP Completed Chinese cross-border M&A deals have maintained an annual aggregate value of over $40bn since 2012. Most of these deals are in the energy and power, materials and financial services industries. The top three favourite target...

Negotiating New Zealand’s overseas investment regime

Chapman Tripp New Zealand is an attractive destination currently for foreign investment – buoyed by strong demand, especially out of China, for primary production assets and a comparatively strong economy relative to the rest of the OECD...

Q&A: M&A in emerging markets – managing risk and creating value

FW moderates a discussion on M&A in emerging markets between Wael Jabsheh at Akin Gump Strauss Hauer & Feld LLP, Philip Lindop at Barclays Africa Corporate & Investment Banking, Thiago Sandim at Demarest Advogados, and Marcela Waksman Ejnisman at TozziniFreire Advogados.

 

DEALfront

mergers & acquisitions

Shell goes big for BG deal

Despite the overarching uncertainty surrounding the global oil and gas industry, the deal of the year so far was announced in April when Royal Dutch Shell agreed to acquire smaller gas focused rival BG Group for $70bn. The deal, once...

Nokia acquires Alcatel-Lucent for $16.6bn

In a $16.6bn deal, Finnish multinational communications and information technology company Nokia and leading IP networking, ultra-broadband access and cloud applications specialist Alcatel-Lucent have agreed to combine forces “to...

private equity & venture capital

Informatica sold in $5.3bn LBO

European private equity (PE) group Permira and the Canada Pension Plan Investment Board have agreed to acquire US data software and services firm Informatica Company in a deal worth approximately $5.3bn. The deal, announced...

Blackstone to acquire Excel Trust for $2bn

Global investment and advisory firm Blackstone Property Partners L.P. has entered into an agreement to acquire the real estate investment trust Excel Trust, Inc. in a transaction valued in the region of $2bn. The definitive agreement will see...

bankruptcy & corporate restructuring

EFH files $42bn restructuring plan

Nearly 12 months after filing for Chapter 11 bankruptcy protection, Energy Future Holdings Corp has filed the restructuring plan it hopes will allow the reorganisation of the company’s $42bn debt load, and finally see the firm exit...

EveryWare files for Chapter 11 bankruptcy

EveryWare Global, Inc. has announced that, following discussions with its lenders, it (and all of its domestic subsidiaries) has reached an agreement to pursue a restructuring plan to strengthen its financial position under...

 

PROFESSIONALinsight

Traversing the new landscape of international tax compliance

Ryan In the wake of the recent global economic crisis and the media spotlight on multinationals which have been perceived to have eroded their local tax base, the global focus on base erosion and profit shifting (BEPS) has drastically intensified...

Australian tax treatment of earnout arrangements

K&L Gates The Australian Treasurer recently released draft legislation to address significant uncertainty around the taxation of earnout arrangements. In Australia, earnout arrangements are used in mergers and acquisition transactions and their use...

Negativing control – implications of the tax authority’s view of control for Australian infrastructure investment

Johnson Winter & Slattery The Australian Taxation Office (ATO) is currently undertaking consultation with the infrastructure sector on the issue of ‘negative control’ – i.e., when a power to veto certain corporate decisions delivers ‘control’ of a company – with a...



CONTRIBUTORS

Akin Gump Strauss Hauer & Feld LLP

Barclays Africa Corporate & Investment Banking

Chapman Tripp

Charles River Associates

CIArb

Clyde & Co LLP

CMS

Demarest Advogados

FOCUS Investment Banking LLC

Freshfields Bruckhaus Deringer LLP

Grant Thornton UK LLP

Johnson Winter & Slattery

K&L Gates

Lee International IP & Law Group

Liquidity Services.

Marval, O’Farrell & Mairal

Morris, Nichols, Arsht & Tunnell LLP

Pillsbury Winthrop Shaw Pittman LLP

Prager Dreifuss Ltd.

PwC

Ryan

Shearman & Sterling LLP

Skadden, Arps, Slate, Meagher & Flom LLP

The Brattle Group

TozziniFreire Advogados


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