MAGAZINE
December 2014 Issue
Financier Worldwide Magazine
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COVER STORY
M&A in the pharmaceutical sector
For the pharmaceutical sector, 2014 has been a landmark year in terms of M&A activity. While deal values may have rocketed across a variety of sectors, it was in the pharmaceutical industry that M&A really took off. In the first half of the year a record...
FEATURES
2014 has been a bumper year for mergers and acquisitions (M&A). Indeed, there has been a multitude of multibillion dollar corporate deals announced across a variety of sectors and locations. Although the onset of this activity was localised...
Dealmaking and M&A activity is likely to continue to accelerate throughout the first quarter of 2015, according to a new report from Intralinks Holdings Ltd. The report, which is derived from a survey of 700 global M&A professionals conducted in Q3 2014...
Canada’s antidote to the poison pill
Since its inception in the 1980s, the poison pill has proven to be a controversial tactic. While it has never successfully blocked an unsolicited takeover attempt, the poison pill approach has provided many companies with a strong negotiating position...
Mexican energy reform to light up investors
In the shadow of its more illustrious neighbours, Mexico is often overlooked by investors. Landmark developments in neighbouring states in both North and South America tend to garner the majority of press and investor attention. Latin American powerhouse...
Cyber security – boardroom responses
Companies operating in the modern business climate appear to be doing so amid increasingly hostile conditions. Not only do many firms have to contend with more stringent compliance obligations, they also must face up to a wide variety of cyber security...
ROUNDTABLE
THE PANELLISTS: Jeff Kopp, Burns & McDonnell; Doyle N. Beneby, CPS Energy; Clinton A. Vince, Dentons US LLP; Allen C. Barron, Ralph E. Davis Associates, Inc.; Douglas Nordlinger, Skadden, Arps, Slate, Meagher & Flom LLP; and David A. Lang, Vinson & Elkins LLP.
The energy & utilities sector is currently experiencing a period of sustained disruption to the status quo – regulatory factors, global economic stagnation, and new entrants to the market are all playing their part in destabilising the landscape...
SPECIAL REPORT
The investment funds industry still faces challenging times, with restricted financing, depressed returns, and investor discontent providing a backdrop to activity. New regulations and compliance requirements are taking a financial toll...
FORUM: Evaluating the Volcker Rule
FW moderates a discussion on evaluating the Volcker Rule between Mark V. Nuccio, a partner at Ropes & Gray LLP, Rolf Lindsay, a partner at Walkers, and Ernie Patrikis, a partner at White & Case LLP...
Co-investment – the private equity ‘gold’
White & Case LLP Co-investment opportunities – in many cases, affording pre-sourced deal pipeline, pre-diligence deal quality and pre-negotiated deal terms – have become an ever more important right sought by investors subscribing to private equity funds. In fact, many...
Private debt and the case for Europe
Preqin Beyond relative liquidity, there exists a clear correlation between the structure and coupon timetables of private debt and fixed income products, specifically in the emergence of direct corporate lending. As a financing option for...
Depositary liability and prime broker segregation
Reed Smith LLP The credit crisis led to substantial changes in the regulation of global custody. In particular, there have been moves towards a more harmonised approach within the EU to address the fact that regulation of custody in many member states...
Protected cell companies for fund and non-fund structures
Carey Group The protected cell company has come a long way since its creation in Guernsey in 1997 as a vehicle designed for use in the captive insurance industry. The concept underpinning the structure is that the protected cell company is one separate legal...
Q&A: Cyber security and technology risk for investment funds
FW moderates a discussion on cyber security and technology risk for investment funds between Mike Gillespie at Advent IM Ltd, Jay Leek at The Blackstone Group, Scott Loughlin at Hogan Lovells US LLP, and Brian E. Finch at Pillsbury Winthrop Shaw Pittman LLP.
DEALfront
mergers & acquisitions
Medical equipment supplier Becton Dickinson & Co (BD) announced in early October that it had agreed to buy medical device manufacturer CareFusion Corp in a deal worth approximately $12.2bn. Under the terms of the deal, BD...
Southwestern Energy to acquire Chesapeake assets
On 16 October, the Southwestern Energy Company announced that it had agreed to acquire a number of oil and gas assets from its rival Chesapeake Energy Corporation. The deal is worth approximately $5.37bn...
private equity & venture capital
Permira exits Arysta LifeScience
Chemical manufacturing company Platform Specialty Products announced in October that it has entered into a definitive agreement to buy Irish agriculture chemical maker Arysta LifeScience for $3.51bn, including debt. The deal brings to an end private...
Healthcare Royalty Partners completes $1.5bn fund
Global healthcare investment firm Healthcare Royalty Partners announced the successful closing of its third fund in October having raised $1.5bn, reaching the fund’s hard cap. The fund, which will be known as Fund III, came in well ahead of its...
bankruptcy & corporate restructuring
GT Advanced Technologies files for Chapter 11
GT Advanced Technologies Inc and a number of its subsidiaries filed for Chapter 11 bankruptcy protection in October, prompting speculation about the nature of the company’s collapse. The firm filed for voluntary bankruptcy...
Solar cell manufacturer LDK Solar files for bankruptcy
Chinese solar cell manufacturer LDK Solar Co, and a number of its subsidiaries in Hong Kong, the Cayman Islands and the US, filed for Chapter 11 bankruptcy protection in October to implement a wide ranging restructuring agreement which the firm...
PROFESSIONALinsight
Banking & Finance
Wragge Lawrence Graham & Co LLP FOREX (the foreign exchange market) is a global decentralised market for the trading of currencies. The main participants are the larger international banks, with four banks – Deutsche Bank, Citigroup, Barclays and UBS – accounting for half of all trading...
Promoting individual responsibility in banking and the potential for conflicts
Signature Litigation LLP The financial crisis of 2008-09 and the investigations that followed have prompted regulators to review the underlying culture and the internal operations of financial institutions. The Parliamentary Commission on Banking Standards concluded...
Boardroom Intelligence
Why a tsunami of activist investors threatens to overwhelm public companies
Kingsdale Shareholder Services No one thinks it is going to happen to them, until it happens to them. By then, it is too late. Such is the quandary more and more companies are finding themselves in as they suddenly discover they are under siege by an activist investor. Shareholder activism...
Boardroom black holes and taboos
FiscalDoctor When you are cringing in a foxhole dodging shot and shrapnel, it is tough to be strategic, candid and on top of your game. We’ve all been there from time to time. Your peers at the National Association of Corporate Directors (NACD) annual Board...
Cloud technology: redressing the balance between service and cost
BCSG Over the years, customer care and service hasn’t changed that much: small business customers still expect, and want, to feel that they are receiving individual and personal support. Their providers are still attempting to deliver this through face-to-face meetings...
Litigation & Dispute Resolution
Cross-border litigation issues to consider when structuring international transactions
Daar & Newman, PC Cross-border business seems simple and no different from domestic business until something goes wrong. A good business practice is to assume that things will go wrong and then minimise the risk anticipatorily in your agreement...
CMS A recent case in the High Court illustrates the incidental effect confidentiality obligations can have in reinforcing lock-in and deadlock provisions, such as restrictions on the right to transfer shares. If a shareholder in a joint...
SPOTlight
The use of a statutory appraisal proceeding as an investment strategy
Grant & Eisenhofer P.A. There are many occasions when shareholders of a corporation are deprived of their ownership interest in that corporation against their will, either through merger, recapitalisation or as the result of some other corporate transaction. Even when shareholders...
Insolvency-related litigation following the 2008 crash
Carey Olsen One of the aftershocks of the 2008 market crash has been the increase in multi-jurisdictional insolvency-related litigation. This article outlines two recent Channel Island cases which highlight the particular challenges of cross-border proceedings and the wider...
IFRS 9 – let the countdown commence
BDO LLP This past July saw the International Accounting Standards Board (IASB) unveil the final piece of the IFRS 9 jigsaw puzzle, while C-suites throughout the financial sector collectively sighed at the thought of yet another accountancy standard. The new standard...
CONTRIBUTORS
Advent IM Ltd
BCSG
BDO LLP
Burns & McDonnell
Carey Group
Carey Olsen
CMS
CPS Energy
Daar & Newman, PC
Dentons US LLP
FiscalDoctor
Grant & Eisenhofer P.A.
Hogan Lovells US LLP
Kingsdale Shareholder Services
Pillsbury Winthrop Shaw Pittman LLP
Preqin
Ralph E. Davis Associates, Inc.
Reed Smith LLP
Ropes & Gray LLP
Signature Litigation LLP
Skadden, Arps, Slate, Meagher & Flom LLP
The Blackstone Group
Vinson & Elkins LLP
Walkers
White & Case LLP
Wragge Lawrence Graham & Co LLP