MAGAZINE
December 2022 Issue
Financier Worldwide Magazine
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COVER STORY
Sourcing sustainability: the maturation of ESG lending
In the realm of loan issuance, sustainability-linked loans have certainly become a hot topic in recent years, a shift that has led to the emergence of ESG lending as one of the fastest-growing areas of the sustainable investing market.
FEATURES
M&A challenges – employee engagement and retention
Well-crafted retention incentives can help acquirers secure key talent and keep their priorities in focus. This can be critical to the future of the combined company post-transaction.
Incumbent data centre operators will continue to look for opportunities in new and existing markets, while competing operators seek to enter the sector. Buoyed by an ongoing wave of consolidation, M&A in this space looks set to persist.
Innovation vs. regulation: getting the balance right
The challenge of maintaining a robust regulatory landscape without stifling business innovation is an increasingly important issue facing UK financial industry watchdogs.
Adding strategic value: automating number crunching
Finance teams have become more central to company operations. Leveraging digital solutions and data analytics can be hugely beneficial for any forward-thinking organisation, yielding greater insights and improved capabilities.
Unitary effect: a new system for granting and litigating patents in Europe
The new unitary patent package is poised to provide a major shake-up to how granted European patents will be enforced and challenged.
ROUNDTABLE
A confluence of disruptive geopolitical events and economic instability has had an inevitably adverse effect on many businesses in 2022, leading to increased opportunities for distressed M&A. FW moderates a discussion between Michael Milani at Baker Tilly Capital, LLC, Ben Hughes at FTI Consulting, Chad J. Husnick at Kirkland & Ellis LLP, Marc Hecht at Simpson Thacher & Bartlett LLP, and James J. Mazza, Jr. at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates.
SPECIAL REPORT
Q&A: Asset seizures and recovery
The EC appears to recognise the importance of member states adopting a harmonious approach to sanctions enforcement and asset recovery and confiscation matters. FW discusses asset seizures and recovery with Joydeep Sengupta at Mayer Brown and Jason Williamson at Skadden, Arps, Slate, Meagher & Flom LLP.
Some more carrots, and definitely more sticks: DOJ corporate criminal enforcement
Gibson, Dunn & Crutcher LLP The DOJ has undoubtedly raised the bar for corporate cooperation and its expectations for corporate compliance programmes. The memo makes it clear that the carrots will be harder to get, and the sticks will be aplenty.
The SEC’s enforcement regime may soon undergo a constitutional revamp
Quinn Emanuel Urquhart & Sullivan, LLP Respondents facing the SEC and other agencies with comparable ALJs should preserve the rights the Fifth Circuit has recognised, both as to the timing of constitutional challenges and the substance of those challenges
The SDNY’s early ventures into crypto-insider trading cases
Simpson Thacher & Bartlett LLP The SDNY has found mobility in getting back to first principles – avoiding almost entirely the thorny questions of what these assets are and using the wire fraud statute to focus instead on what has been done with them.
The European Public Prosecutor’s Office: a new player in the fight against white-collar crime
Pérez-Llorca Based on the numbers, it looks like the EPPO will become a key player in the EU’s fight against transnational crime, likely increasing its caseload in the years to come as it starts to operate at full capacity.
Feigen Graf Rechtsanwälte It is one of the mainstays of the legal system that time-barring by limitation, once occurred, must be recognised as such, even if it ‘only’ relates to the confiscation of assets.
Red flags in internal investigations in India
BTG Legal To a substantial extent, a corporation’s (and the board’s) criminal and civil liability will depend on how the investigation was conducted and how the recommendations of the investigating teams were actioned.
Q&A: Digital assets fraud and anti-money laundering (AML)
Decentralised finance and NFTs are two areas that have garnered a lot of attention over the past several years and have a wide range of potential use cases. While regulatory grey areas and safe harbours abound, regulators continue to establish oversight over this growing industry. FW discusses digital assets fraud and anti-money laundering with Alma Angotti at Guidehouse, Katherine Lemire at Quinn Emanuel Urquhart & Sullivan, LLP and Eytan Fisch at Skadden, Arps, Slate, Meagher & Flom LLP.
TALKINGpoint
Companies are still seeing dealmaking benefits and the strategic trends driving crypto M&A activity are not likely to weaken in the rest of 2022. FW discusses crypto and blockchain M&A with Dario de Martino at Allen & Overy.
Enhancing sanctions screening and due diligence
Technology is a key enabler to managing the volume and change frequency of sanctions management and understanding regional sanctions exposure. While you absolutely need to know if you are dealing with a sanctioned entity or person, there is a shift nowadays to include other categories as well, such as negative news. FW discusses sanctions screening and due diligence with Charmian Simmons, Ben Princen and Enda Shirley at SymphonyAI NetReveal.
DEALfront
mergers & acquisitions
Naver to acquire Poshmark for $1.2bn
South Korean e-commerce company Naver Corp has announced it will acquire US fashion re-seller Poshmark Inc in a deal worth $1.2bn.
In one of the most significant deals in the Gulf of Mexico in recent years, independent oil and gas company Talos Energy Inc. is to acquire private upstream exploration and production operator EnVen Energy Corporation for $1.1bn.
private equity & venture capital
EQT acquires Billtrust for $1.7bn
In a deal that takes the financial services provider back into private equity ownership, Billtrust is to be acquired by Sweden-based investment organisation EQT in an all-cash transaction valued at approximately $1.7bn.
Brookfield to pay $1bn for Scout Clean Energy
Private equity firm Brookfield Renewable and its institutional partners have agreed to acquire Scout Clean Energy in a $1bn deal.
bankruptcy & corporate restructuring
Cineworld enters bankruptcy protection
UK-based cinema chain Cineworld Group has filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the Southern District of Texas.
Kabbage Inc files for Chapter 11 bankruptcy
As a result of alleged mishandling of thousands of Paycheck Protection Program (PPP) loans, small-business loan service company Kabbage, Inc. has voluntarily filed for relief and protections under Chapter 11 of the US Bankruptcy Code.
SPOTlight
Sullivan & Cromwell LLP Multinationals that wish to reinforce their ability to use liability management tools can do so in advance by taking some simple precautionary measures.
Navigating the downturn: a primer for directors and their duties
Cadwalader, Wickersham & Taft LLP Against a deteriorating backdrop, company directors must navigate an increasingly intricate web of obligations, duties and regulation. Some are old and others will be new to even seasoned directors.
Kirkland & Ellis International LLP The Supreme Court’s judgment recognises that the rationale of limited liability is “to encourage risk taking as an essential part of commercial enterprise”. Creditors are broadly expected to be the “guardians of their own interests”.
Quest for regulatory clarity over digital assets in the US
Davis Polk & Wardwell LLP The SEC and the CFTC jockey for position to assert their authority over the regulation of digital assets. The fundamental question – whether a particular digital asset is a security under US federal securities law – remains murky at best.
Significant changes to Canadian competition law
Davies Ward Phillips & Vineberg LLP The expanded scope of liability, and the associated increase in potential penalties, means that companies doing business in Canada will have to take into account additional significant considerations in their competition compliance efforts.
The rise of ESG disputes and the role of arbitration in resolving them
Cleary Gottlieb Steen & Hamilton LLP Arbitration may offer a good method for resolving ESG disputes. The possibility of choosing a neutral forum with expert adjudicators places arbitration in a privileged position to resolve ESG disputes.
Trowers & Hamlins LLP The COVID-19 pandemic has acted as a catalyst for change on working practices and there has been a fundamental shift in the dynamic between employers and employees.
CONTRIBUTORS
Allen & Overy
Baker Tilly Capital, LLC
BTG Legal
Cadwalader, Wickersham & Taft LLP
Cleary Gottlieb Steen & Hamilton LLP
Davies Ward Phillips & Vineberg LLP
Davis Polk & Wardwell LLP
Feigen Graf Rechtsanwälte
FTI Consulting
Gibson, Dunn & Crutcher LLP
Guidehouse
Kirkland & Ellis LLP
Mayer Brown
Pérez-Llorca
Quinn Emanuel Urquhart & Sullivan, LLP
Simpson Thacher & Bartlett LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Sullivan & Cromwell LLP
SymphonyAI NetReveal
Trowers & Hamlins LLP