MAGAZINE
December 2018 Issue
Financier Worldwide Magazine
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COVER STORY
Vital link: the evolution of the CCO
From relative obscurity to a place at the top table, the role of the chief compliance officer (CCO) has evolved rapidly in recent years to become a vital link in the corporate chain. Indeed, the role’s importance has grown to such an extent that today’s CCO oversees...
FEATURES
Leaking information about an impending transaction, prior to any public announcement, can appeal to parties on both the buy and sellside. Though the parties may have different motivations for such a leak, there is often an ulterior motive, and it is often financial gain...
Retaining talent through M&A can be challenging for both the acquirer and the target company as employees may perceive the deal as a threat. A merger can create uncertainty about not only the future direction of the combined company, but also job...
DOJ signals criminalisation of ‘no-poach’ agreements
The US Department of Justice (DOJ) announced earlier this year that it had a large number of ongoing investigations into “naked” no-poach agreements – that is, agreements between two or more employers not to recruit or hire each other’s employees...
Historic tax laws may not be fit for purpose in the modern economy. Given today’s regulatory, social, political and technological changes, tax authorities, regulations and legislation are struggling to keep up. In recent decades, organisations have employed a multitude...
Could trade tensions impel a WTO redesign?
Since the trade dispute involving the US and China (which also encompasses numerous other countries) began in the spring of 2018, there has been numerous solutions mooted, such as a bilateral, enforceable, rules-based trade pact that creates...
ROUNDTABLE
THE PANELLISTS: Milly Chow, Blake, Cassels & Graydon LLP; Alan Tilley, BM&T LLP; Jay Weinberger, Houlihan Lokey; James Watson, Kirkland & Ellis International LLP; and Van C. Durrer II, Skadden, Arps, Slate, Meagher & Flom LLP.
Too much money chasing few ‘good’ deals is the current distressed M&A market mantra. In many jurisdictions, strong economies and low interest rates have limited the opportunities for investors – many with substantial ‘dry powder’ to deploy – to purchase assets...
SPECIAL REPORT
International dispute resolution
A dispute can have potentially damaging consequences for any business, regardless of size and sway. If a dispute is international in scope, then the issues involved are likely to be much more complex and challenging to resolve – often requiring recourse to unfamiliar...
FORUM: Quantifying damages in international arbitration
FW moderates a discussion on quantifying damages in international arbitration between Simon Braithwaite, Yusuf Abdoollah, Javier Espel, Andy Cottle and Gervase MacGregor at BDO.
Weighing up litigation, arbitration and mediation
Norton Rose Fulbright LLP The first point to make is that the time to weigh up whether it is best for disputes to be dealt with in litigation, arbitration or mediation (or a mixture) is when the contract is drafted. This may sound like a statement of the obvious (which it is), but in the rush...
Resolving disputes: a FINRA forum perspective
Drinker Biddle & Reath LLP It is no secret that today’s clients are demanding increased efficiency from their lawyers. Luckily, for those whose practice involves securities-related disputes, the Financial Industry Regulatory Authority (FINRA) dispute resolution department has been...
Global group claims risk – navigating a rapidly evolving landscape
Freshfields Bruckhaus Deringer LLP The US, which has long been a hotbed for class action litigation, is no longer the only country seeing significant group claims across multiple sectors. Whatever their label or origin, actions involving multiple claimants are on the increase in Europe and elsewhere...
Arb-med-arb in cross-border disputes
SIDRA To satisfy the needs of an increasingly diverse set of legal cultures meeting in the global marketplace today, dispute resolution mechanisms must continually evolve. One of the recent solutions to arise out of the blending of legal cultures is evolutionary rather than...
Machine arbitrators: science-fiction or imminent reality?
FRORIEP Fifty years ago law firms looked nothing like they do today. Arbitration, however, has not experienced the same changes. Is it time for a calculated overhaul? The technological revolution that gradually seeped into legal practice is moving towards arbitration...
Expansion of the duty of disclosure in international arbitration
McCarthy Tétrault LLP International arbitration has always sought to reconcile the competing goals of efficiency and due process in light of the expectations of parties to a dispute. In order to achieve this balance, institutional rules recognise the contractual freedom of parties...
Towards a rapprochement for international arbitration and FIs
Shearman & Sterling LLP The traditional wisdom that financial institutions (FIs) and international arbitration are reluctant bedfellows has been getting a fresh look. The evolving needs of international finance and enhancements to the capabilities of arbitration are leading...
Using expert witnesses to resolve complex issues and provide independent perspective
Quinn Emanuel Urquhart & Sullivan LLP For disputes involving the determination of highly complex, technical or specialised issues, it is common for the parties or the court arbitral tribunal to require evidence from expert witnesses. As an example, the use of expert witness evidence in construction...
Early resolution of disputes in Ireland
Mason Hayes & Curran There has been a significant movement away from traditional court litigation in Ireland in recent years in favour of mechanisms designed to bring about an early resolution to disputes. There are many benefits to early resolution, particularly in relation...
Legance The broad definition of ‘post-M&A disputes’ can be held to encompass any cases related to sale and purchase agreements involving quotas or shares in companies (SPAs). More specifically, these disputes include matters stemming from the execution and...
Service of process abroad under Russian law
Khrenov & Partners Legal disputes involving foreign parties (both natural and legal persons) regularly fall within the jurisdiction of Russian courts. As a consequence, there arises the issue of service of process abroad, i.e., the manner in which a foreign defendant is notified...
Volterra Fietta Transnational businesses that operate in developing economies are often perceived to have great influence on society and governance. Many view them as having power either to help or to hinder the fulfillment of human rights for local populations...
FW moderates a discussion on ITC disputes between Christine Lehman at Finnegan, Henderson, Farabow, Garrett & Dunner, LLP, Blaney Harper at Jones Day, Paul Brinkman at Kirkland & Ellis LLP, and Jamie B. Beaber at Mayer Brown.
TALKINGpoint
Corporate carve outs and spin offs
FW moderates a discussion on corporate carve outs and spin offs between Dan Beanland, Jason Caulfield, Alexis Christofides, Kristina Faddoul, and Justin Hamers at Deloitte LLP.
Managing real estate and property transaction risk
FW speaks with Chris Hewitt at CLS Risk Solutions Ltd about managing real estate and property transaction risk.
Managing risk and insurance for financial institutions
FW speaks with Ingrid Hernandez at Tokio Marine HCC about the process of managing risk and insurance for financial institutions.
New anti-corruption legislation in Ireland
FW speaks with Muireann Reedy at Dillon Eustace about new anti-corruption legislation in Ireland.
DEALfront
mergers & acquisitions
CVS, Aetna win US approval for $69bn deal
CVS Health Corp’s $69bn acquisition of health insurer Aetna Inc won antitrust approval in the US in October. The companies now expect the deal to close before the new year. The deal, which was announced in December 2017, will see Aetna shareholders...
BMW to pay €3.6bn to increase stake in Chinese JV
Strengthening its commitment to its successful business development in China, the BMW Group has agreed a long-term extension to its joint venture (JV) BMW Brilliance Automotive (BBA) with Chinese automaker Brilliance China Automotive Holdings (CBA)...
private equity & venture capital
Adobe to acquire PE-backed Marketo for $4.75bn
In a $4.75bn deal between two companies with a strong belief in the power of content and data to drive business results, American multinational computer software company Adobe is to acquire Marketo, a software company focused on account-based marketing...
Bain Capital takes $2bn majority stake in Rocket Software
Private equity giant Bain Capital is to acquire a $2bn majority stake in Rocket Software, a global technology provider and specialist in enterprise modernisation and optimisation solutions. The deal is expected to close in Q4 2018, subject to customary...
bankruptcy & corporate restructuring
Westmoreland Coal files for Chapter 11
The declining US coal sector has claimed another victim, with Westmoreland Coal Company filing for Chapter 11 bankruptcy in order to implement a restructuring support agreement (RSA) with lenders to reduce its $1.4bn debt. The RSA has been reached...
American Tire Distributors enters bankruptcy
American Tire Distributors filed for Chapter 11 bankruptcy protection in October to implement an agreement it reached with 75 percent of its bondholders on the terms of a recapitalisation that would slash its existing debt by around $1.1bn. The company had...
CONTRIBUTORS
BDO
Blake, Cassels & Graydon LLP
BM&T LLP
CLS Risk Solutions Ltd
Deloitte LLP
Dillon Eustace
Drinker Biddle & Reath LLP
Finnegan, Henderson, Farabow, Garrett & Dunner, LLP
Freshfields Bruckhaus Deringer LLP
FRORIEP
Houlihan Lokey
Jones Day
Khrenov & Partners
Kirkland & Ellis International LLP
Kirkland & Ellis LLP
Legance
Mason Hayes & Curran
Mayer Brown
McCarthy Tétrault LLP
Norton Rose Fulbright LLP
Quinn Emanuel Urquhart & Sullivan LLP
Shearman & Sterling LLP
SIDRA
Skadden, Arps, Slate, Meagher & Flom LLP
Tokio Marine HCC
Volterra Fietta