MAGAZINE
April 2014 Issue
Financier Worldwide Magazine
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COVER STORY
Managing corporate fraud and corruption
Corrupt and fraudulent behaviour remains a significant issue for businesses worldwide. Advances in technology and globalisation mean that those committing fraud now have access to a much larger pool of potential victims, and more complex business processes make crimes easier to...
FEATURES
In late February Facebook Inc announced it had agreed to acquire mobile messaging app WhatsApp in a deal worth around $19.5bn. The deal for WhatsApp represents Facebook’s largest ever acquisition and could herald the beginning of an M&A boom in the technology sector...
US retail and consumer deals insight
2013 was an encouraging year for the US retail and consumer (R&C) market. According to the PwC report ‘US Retail and Consumer Deals Insights: 2013 Year in Review and 2014 Outlook’, total deal transactions in 2013 exceeded $100bn for the first time since 2008...
Sony reorganisation gathers pace
Since Kazuo Hirai assumed the role of chief executive of Sony in April 2012, the group has undergone an extensive program of restructuring. Much like the company’s historic rivals Panasonic and Sharp, Sony has struggled to keep pace with technology heavyweights Apple and...
Since the financial crisis wrought havoc upon financial institutions, businesses and nations alike, there has been a concerted and controversial effort, in both the US and Europe, to reform the global banking sector. To that end, in late January the European Commission...
Chinese health and wellness market set to expand
With the expansion of the Chinese urban middle class, the Chinese health and wellness market has developed considerably in recent years. This trend is expected to continue over the course of the next five years, as the nation becomes increasingly conscious of its health...
ROUNDTABLE
THE PANELLISTS: Martin Day, Caledon Capital Management; John MacGarty, Kirkland & Ellis International LLP; Kimberly V. Mann, Pillsbury Winthrop Shaw Pittman LLP; Steve Roberts, PwC; and Martin JJ Scott, The Riverside Company.
Following a disappointing 2012, the PE industry saw a stable level of deal activity in 2013, with financing largely available and a good number of deals getting done. Bank appetite to provide financing for leveraged buyouts continues to improve, and liquidity in the market is coming...
SPECIAL REPORT
Though there are signs of relative economic stability, risk management continues to grow in importance for businesses, investors and financial institutions. Global authorities continue to enhance their monitoring and enforcement practices, with cyber security, technology and third...
FORUM: Information technology and cyber security risk
Larry Clinton at the Internet Security Alliance (ISA) moderates a discussion on information technology and cyber security risk between Michael Bruemmer at Experian Data Breach Resolution, Emilian Papadopoulos at Good Harbor Security Risk Management, LLC, and Simon Calderbank at HCC International.
Is the UK ready for cyber insurance?
HCC International Insurance Company Plc The way in which business is being conducted is changing. With squeezes on margin, most companies are looking for improved efficiencies and easier ways to reach the market. In many instances this involves the use of technology and the internet. Uses range from VoIP telephones to...
Managing cyber risk: assess, monitor, respond, repeat
Kalki Consulting It is difficult these days to turn on the news and not hear about a data breach. News about the Target Corp. breach just keeps getting worse and small to midsize enterprises can no longer pretend that hiding in plain sight is an adequate defence against cyber attacks...
Enhancing your risk management capabilities through strategic partnerships
McMillan LLP In the not so distant past, it was typical for large national and international corporate clients to have deep, long-term relationships with their legal service providers. This changed in the 90s with many clients viewing legal services as a fungible commodity in which cost was the...
Holland & Knight Three of the most common questions we hear from purchasers of D&O insurance policies are: How much insurance should we buy? What is the right amount for our retention? Does it matter what insurers we use on our program? Each of these questions is important and...
Utilising transactional insurance as a financial solution for your next deal
Allied World Merger & acquisition activity is on the rise given several factors including: economic recovery/stability, inexpensive financing, robust cash reserves on corporate balance sheets and active private equity markets. Following the 2008 global financial crisis, which stifled global...
Nabarro LLP The mobile payments landscape is changing fast. Traditional financial services companies, such as banks and building societies, have finally begun to respond to huge consumer demand to more easily make payments on-the-go using mobile phones. Exciting evidence of this can be seen in...
The value of a proactive legal risk management policy for retail companies
McCarthy Tétrault LLP Successful retailers interact with their customers in countless ways. When customers come through their doors, they interact with employees, products and the retail space itself. Retailers also increasingly interact with their customers online, where they collect and analyse...
DEALfront
mergers & acquisitions
Tyco International to sell unit to Carlyle for $1.96bn
Early March saw fire safety and security systems manufacturer Tyco International Ltd enter into a definitive agreement with private equity heavyweight the Carlyle Group for the divestiture of Tyco’s South Korean security business. The deal, announced on 3...
ACCC rejects Macquarie Generation’s sale to AGL Energy
The Australian Competition and Consumer Commission (ACCC) announced in March that it had blocked attempts by the government of New South Wales (NSW) to sell energy supplier Macquarie Generation to AGL Energy Ltd in a deal worth $1.34bn. AGL, Australia’s second...
private equity & venture capital
Caesars Entertainment Corp to sell casinos in $2.2bn deal
Private equity backed Caesars Entertainment Corporation, which was known as Harrah’s Entertainment until 2010, announced in March that it would sell four of its casinos to its spinoff, Caesars Growth Partners. The sale of the resorts is the latest attempt by Caesars to get the...
UIL Holdings Corporation to buy Philadelphia Gas Works for $1.9bn
Energy company UIL Holdings Corporation announced in March that the company had agreed to acquire the assets and certain liabilities of the largest municipally owned natural gas utility in the US, the Philadelphia Gas Works (PGW). The deal for PGW is worth $1.9bn,...
bankruptcy & corporate restructuring
Mach Gen LLC files for Chapter 11 bankruptcy protection
Mach Gen LLC, a New York based electricity generator backed by a number of financial institutions including Bank of America Corp and Credit Suisse Group AG, announced that it had filed for Chapter 11 bankruptcy protection in March. The company filed for bankruptcy...
Sorenson Communications file for Chapter 11 bankruptcy
Citing depleting funding levels and mounting debts, Sorenson Communications Holdings Inc was forced to file for Chapter 11 bankruptcy protection in March. In order to carry out the company’s restructuring process, Sorenson has opted for a pre-packaged Chapter 11 reorganisation...
PROFESSIONALinsight
Banking & Finance
Subprime RMBS repurchase actions may be too late
Davis & Gilbert LLP Liability for alleged breaches of representations and warranties made in connection with the issuance of subprime residential mortgage-backed securities (RMBS) remains a concern for sellers, sponsors and other securitisation participants. As so-called ‘forensic analyses’...
Continued bank mis-selling is likely without a change in approach
The Consulting Consortium Limited Financial services firms are fighting to regain global trust and regulators are resolute in the view that businesses need to work harder to regain consumer confidence. The industry still has issues with suitability and although many banks have withdrawn their advice offering, there...
Professional negligence within the financial sector
Augustus Cullen Law Solicitors In the context of the economic catastrophe of recent years it is hardly surprising that there has been a surge in claims for negligence against some of the brightest professionals in the British Isles. The financial sector has not escaped. Bankers, brokers, investment advisers,...
The postman rings twice for Madoff victims; for some, too late
Cuatrecasas, Gonçalves Pereira The deadline for applications to the Madoff Victim Fund (MVF), a US government initiative to distribute $4bn among investor victims of the Madoff case, is 30 April. The $4bn, derived from the forfeiture actions associated with the crimes, will be used to compensate the many...
LEGAL®ulatory
Bankruptcy & Restructuring
The prevalence and utility of ‘roadmap’ decisions in bankruptcy mega-cases
Davis Polk & Wardwell LLP Likewise, in the Pinnacle Airlines matter, Judge Robert E. Gerber denied the debtors’ motion to reject a collective bargaining agreement with the Air Line Pilots Association (ALPA) on narrow grounds but simultaneously provided a clear path for the debtors to...
The unique role of the monitor in Canadian restructurings
Davies Ward Phillips & Vineberg LLP The mandatory court appointment of a ‘monitor’ in Canadian proceedings under the Companies’ Creditors Arrangement Act (CCAA) represents a policy approach to restructurings that has material benefits if utilised thoughtfully. A monitor is...
Business rescue – companies starting to rise from the dead
Cawood Attorneys South Africa has slowly but surely taken its first steps since its infant phase after incorporation of business rescue legislation in Chapter 6 of the Companies Act, Act 71 of 2008, during May 2011 (‘Business rescue’). Business rescue legislation in South Africa...
A sea change in the prosecution of corporate economic crime?
Peters & Peters In recent years, policymakers, practitioners, the press and the public have debated how corporations can be held accountable for economic wrongdoing. Increasing emphasis has been placed on bringing criminal prosecutions to act as a deterrent to firms tempted to sacrifice principles...
Third party liability in global transactions in light of the FCPA
ELIG Attorneys at Law Multinational companies initiate business transactions in different parts of the globe, dealing with different business cultures and rules. In order to diligently pursue business in these foreign business environments, multinational companies often retain the services of third party...
SPOTlight
Negotiating working capital adjustments in private M&A transactions
Thompson Hine LLP Most private company acquisition agreements contain working capital adjustment provisions to ensure that the purchased business has an appropriate level of working capital. While working capital adjustments may take many forms, there are certain provisions that must be carefully...
Managing ‘expectations’ – asset management for private equity in Indian real estate
Acquisory India Consulting Pvt Ltd. With the benefit of hindsight, private equity’s involvement in Indian real estate can distinctly be seen as a story of two halves. The first was an outburst phase characterised by the heady days of 2006-08 leading up to the global financial meltdown of 2008 and its immediate...
Internet governance under attack: what’s happening and why business should care
Reed Smith LLP While most businesses are busy dreaming up new and creative ways they can exploit the internet to reach customers, very few pay any attention to how the internet works or to how, or by whom, the internet is governed. They know it’s there; and for them, that’s enough. But...
CONTRIBUTORS
Acquisory India Consulting Pvt Ltd.
Allied World
Augustus Cullen Law Solicitors
Caledon Capital Management
Cuatrecasas, Gonçalves Pereira
Davis & Gilbert LLP
Experian Data Breach Resolution
Good Harbor Security Risk Management, LLC
HCC International Insurance Company Plc
Holland & Knight
Internet Security Alliance (ISA)
Kalki Consulting
Kirkland & Ellis International LLP
McCarthy Tétrault LLP
McMillan LLP
Nabarro LLP
Pillsbury Winthrop Shaw Pittman LLP
PwC
Reed Smith LLP
The Consulting Consortium Limited
The Riverside Company
Thompson Hine LLP