MAGAZINE
August 2020 Issue
Financier Worldwide Magazine
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COVER STORY
The burden of power: D&O liability in a crisis
Difficult decisions are the privilege of rank; accountability for their outcome equally so. At the director and officer (D&O) level of a company, this is generally a given, although the trick is to balance liability equitably. In an era of coronavirus (COVID-19)…
FEATURES
COVID-19: startups on the edge
The investment industry has been adversely impacted by the outbreak of COVID-19, which has posed formidable financial and operational challenges through the first half of 2020. One of the hardest hit areas has been the startup space, with thousands of…
In March 2019, the European Union (EU) introduced FDI Screening Regulation (EU 2019/452) to establish a framework for screening foreign direct investment (FDI) into the bloc. Covering a broad range of foreign investments affecting ‘security or public order’…
LIBOR transition amid COVID-19
As a result of coronavirus (COVID-19)-related disruption, the transition from the London Interbank Offered Rate (LIBOR) to alternative reference rates – scheduled for the end of 2021 – may prove more challenging for firms than originally anticipated and potentially…
Disclosure issues in a COVID-19 context
Public companies of all sizes have had significant challenges to overcome since the outbreak of COVID-19, including the pressing issue of how to handle reporting disclosures to the market. The reality is that many companies have been negatively impacted by the pandemic…
TP amid COVID-19: assessment and ramifications for MNEs
Tax systems, in common with many corporate processes and procedures, are currently under pressure due to the global impact of coronavirus (COVID-19), with the transfer pricing (TP) planning of multinational enterprises (MNEs) being a case in point…
ROUNDTABLE
THE PANELLISTS: Elliot H. Kowalski, AIG; Marc B. Sherman, Alvarez & Marsal; Michael Wakefield, CAC Specialty; Jay Rittberg, Euclid Transactional; Brian Hendry, Paragon International Insurance Brokers Ltd; Toria Lessman, QBE; Nuala Read, Tokio Marine HCC; and Sammy Shihab, Transact Risk Partners LLP.
All M&A transactions, whatever their value and volume, should be subject to rigorous legal, tax and financial due diligence, in order to fully assess the target. Each acquisition is unique, and transactional risk management must take into consideration the goals…
SPECIAL REPORT
Q&A: Managing antitrust risks amid COVID-19
FW discusses managing antitrust risks amid COVID-19 with Jorge Padilla, David Sevy, Lorenzo Coppi, Rameet Sangha and Urs Haegler at Compass Lexecon.
US merger review process unchanged despite pandemic and recession
Hughes Hubbard & Reed The economic downturn caused by the coronavirus (COVID-19) outbreak has left no sector of the economy untouched. As the economy begins to reopen and firms start picking up the pieces, there may be an increase in the number of mergers and acquisitions (M&A)…
Canadian COVID-19 considerations – temporary competition law and foreign investment policies
McCarthy Tétrault LLP As the COVID-19 pandemic has brought global economic activity to a near standstill, regulators in many countries have been grappling with how best to mitigate the potential competition law and foreign investment risks. Canada has been no exception. On the competition law…
Competitor cooperation in the time of COVID-19: competition law suspended?
Arnold & Porter Competition law generally prevents cooperation between competitors. There are some limited exceptions but on the whole the purpose of competition law is that competitors compete in the market and that this drives efficiency and consumer welfare. Coronavirus…
A sustainable future for competition law
Slaughter and May There is widespread recognition of the need to address global sustainability challenges, such as greenhouse gas emissions and climate change. While competition law may not be an obvious response to these challenges, it does have an important role to play...
Baker Botts LLP On 28 May, the EU’s General Court (GC) delivered one of the most significant knockbacks to the European Commission in respect of a merger decision for many years: its judgment in CK Telecoms UK Investment v Commission annulled the decision by the Commission…
UK merger control: increased intervention poses greater risks for international acquisitions
Gowling WLG (UK) LLP In March 2020, Andrea Coscelli, chief executive of the UK’s Competition and Markets Authority (CMA), confirmed that the CMA is using a “wider and more sophisticated range of evidence” in its merger control investigations, which is expected to “lead to more competition concerns…
Whistleblower programmes – making cartel detection more effective
Constantine Cannon LLP Competition law prohibits agreements and arrangements that inhibit competition between businesses, harm consumer welfare and stifle innovation. Cartels, such as bid-rigging, price fixing or market-sharing, are prime examples of the most severe infringements of competition…
The patent-antitrust interface: comparing US and European approaches
Ladas & Parry LLP In both jurisdictions there are legislative provisions relating to agreements in restraint of trade (in the US, Section 1 of the Sherman Act and Section 3 of the Clayton Act…
Q&A: Antitrust & competition challenges in the energy and utilities sector
FW discusses antitrust & competition challenges in the energy and utilities sector with Catriona Hatton at Baker Botts, Antón Garcia at Compass Lexecon and Joseph Krauss at Hogan Lovells US LLP.
TALKINGpoint
Impact of COVID-19 on M&A in the energy & utilities sector
FW discusses the impact of COVID-19 on M&A in the energy & utilities sector with Lars Holm and Jan Zenneck at Boston Consulting Group.
DEALfront
mergers & acquisitions
Just Eat to acquire rival Grubhub
After months of speculation regarding its future, US food delivery company Grubhub is to be acquired by Amsterdam-based firm Just Eat Takeaway. The all-stock transaction gives Grubhub shares an implied value of $75.15, implying a total equity value of $7.3bn on…
In what is its biggest acquisition in its 13-year history, social gaming company Zynga is to buy global online and mobile gaming firm Peak Games in a transaction valued at $1.8bn. The definitive agreement will see Zynga acquire 100 percent of Peak…
private equity & venture capital
PE-backed ZoomInfo IPO raises $1bn
In the largest US technology listing of 2020 so far, go-to-market intelligence platform ZoomInfo Technologies has raised almost $1bn after its initial public offering (IPO) sold 44.5 million shares at $21 per share – toward the higher end of its target range. ZoomInfo’s listing…
Alternatives specialist Stafford buys Robeco’s $1.5bn PE business
Stafford Capital Partners has bought the private equity business of Dutch asset manager Robeco for $1.5bn. The deal will add to Stafford’s growing operations in Europe. The combined private equity business will represent $3.1bn of assets under management (AUM)…
bankruptcy & corporate restructuring
Hertz files for Chapter 11 bankruptcy
Due to the sudden and dramatic impact of coronavirus (COVID-19) on travel demand, car rental company Hertz Corporation – a subsidiary of Hertz Global Holdings, Inc. – and a number of its US and Canadian subsidiaries, have voluntarily filed for Chapter 11 reorganisation…
The Restaurant Group undertakes financial restructuring
UK-based The Restaurant Group has announced it plans to close 125 of its underperforming restaurants in a significant cut to the size of its estate. The COVID-19 pandemic and lockdown has had a dramatic impact on the country’s mid-market casual restaurant sector…
SPOTlight
Structuring a business for survival
Trowers & Hamlins Since the lockdown was imposed in the UK on 23 March 2020 in response to the COVID-19 pandemic, the government has spent an unprecedented amount of money supporting businesses through the initial phase of the crisis. But as the picture improves and lockdown…
Private capital is the oil in the engine: without it we cannot restart the economy
London Technology Club Private investors, alongside government, will play a central role in getting the global, UK and London economy back on track after COVID-19. Private capital is the oil in the car engine, and without it circulating, the chances of a smooth recovery significantly diminish. Investors…
Reviewing default triggers: pragmatic solutions from the Antipodes
Fieldfisher Australia’s status as a mature, independent, resource-rich nation with a strong core banking sector, seemingly immune to the business cycles to which many of its peer nations are tied, gives rise to some interesting market divergences in documenting loan transactions when…
Making the case for Europe-Africa trade
British Arab Commercial Bank (BACB) The European Union (EU) is Africa’s largest trade partner – constituting 31 percent of the continent’s exports and 29 percent of its imports. Logically therefore, the trading relationship between these two regions – that had been showing signs of great potential pre-coronavirus…
CONTRIBUTORS
AIG
Alvarez & Marsal
Arnold & Porter
Baker Botts LLP
Boston Consulting Group
British Arab Commercial Bank (BACB)
CAC Specialty
Compass Lexecon
Constantine Cannon LLP
Euclid Transactional
Fieldfisher
Gowling WLG (UK) LLP
Hogan Lovells US LLP
Hughes Hubbard & Reed
Ladas & Parry LLP
London Technology Club
McCarthy Tétrault LLP
Paragon International Insurance Brokers Ltd
QBE
Slaughter and May
Tokio Marine HCC
Transact Risk Partners LLP
Trowers & Hamlins