MAGAZINE
February 2019 Issue
Financier Worldwide Magazine
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COVER STORY
Catalyst for change: the mechanics of leadership
“Leadership is one of the most observed and least understood phenomena on earth”, wrote the late American historian and political scientist James MacGregor Burns in one of his many studies of the fundamental characteristics of leadership. A concept as old as human history...
FEATURES
Companies spend billions every year completing mergers, and yet many fail. One of the biggest issues which can upend a deal is communication. According to the Harvard Business Review, the failure rate for M&A is between 70 and 90 percent, and though it...
Authorising M&A: global trends in merger review
As well as being a procedure designed to assess whether a proposed M&A transaction is likely to substantially lessen competition, merger review also needs to accommodates all the vagaries of the M&A arena. In the US, Europe and many other jurisdictions...
Outlook for real estate investment
Global real estate investment has been strong in recent years. In 2017, $698bn was invested in the asset class, according to JLL. In 2018, despite uncertainty surrounding the global economy, investment in the global property market reached a record high...
Effective oversight and execution of a customer experience (CX) strategy can go a long way toward determining whether a company lives or dies. That said, even calculating the strategic value of CX is no easy task these days. Many of the questions concerning strategy have...
Effective whistleblower protection
Whistleblowing is one of the most effective ways of exposing malfeasance within an organisation. According to the Association of Certified Fraud Examiners, around 40 percent of all detected occupational fraud cases are identified by whistleblowers...
ROUNDTABLE
Shareholder activism and engagement
THE PANELLISTS: Jon Feldman, Goodmans LLP; Arthur B. Crozier, Innisfree M&A Incorporated; Charles A. Koons, Morrow Sodali; and Richard J. Grossman, Skadden, Arps, Slate, Meagher & Flom LLP.
Shareholder activism continues to thrive and expand in scope and type of activist. Across the globe, activists are busy choosing their targets, preparing their campaigns and honing their attack strategies. And with shareholder activists increasingly...
SPECIAL REPORT
Corporate fraud and corruption across the globe continues to be an uncomfortable reality despite the major effort to facilitate its eradication. A scourge of our times, corporate fraud and corruption has the capacity to irreversibly damage...
FORUM: Tackling fraud and corruption in Africa
FW moderates a discussion on tackling fraud and corruption in Africa between Benjamin Haley at Covington & Burling (Pty) Ltd, Muhammed Essop at GE Power, and Bernice Asuquo at Nepal Oil & Gas.
Risky business: fraud, corruption and corporate culture
Freshfields Bruckhaus Deringer LLP In the past decade, the expanding scope of corporate criminal liability and the increasing appetite by prosecutors and regulators to investigate potential misconduct have intensified the importance of accurately assessing and managing corporate risk. But how do...
Key takeaways from recent SEC financial reporting and auditing enforcement matters
Holland & Hart LLP The Securities and Exchange Commission (SEC) remains focused on pursuing financial reporting and auditing cases. Public companies and audit firms, as well as their personnel, should take steps to try and avoid issues in the first instance, as well as to better protect themselves...
Pursuing individual officers and directors responsible for criminal fraud
Venable LLP In the past, the notion of prosecuting an executive of a multinational corporation residing in a foreign country, especially one on the far side of the world, may have seemed remote. But two recent cases illustrate the increasingly international reach...
Mishcon de Reya Fraud continues to be a major issue for businesses of all sizes. Whether businesses are growing in a strong economy, or facing a challenging period in an economic downturn, fraud seems to be ever present. The National Audit Office (NAO) reported that in the year...
The limitations on the police response to fraud: what other options are open to victims?
Peters & Peters It is well-known that serious and sophisticated incidents of fraud are on the rise, and corporates are increasingly likely to be the targets of such attacks. Half of the organisations surveyed in a 2018 study by PwC had been the victim of fraud or economic crime...
Hodge Jones & Allen Solicitors 2018 saw the first trickle of applications by enforcement agencies for the freezing of bank accounts and subsequent forfeiture. It is likely that 2019 will see an exponential rise in such applications and practitioners should be fully prepared to assist any parties...
Are the sands of trust law shifting?
Edmonds, Marshall, McMahon As the 2018 Royal Court of Jersey case of First Trust Management Limited AG v Attorney General has shown, there is a new willingness to look beyond the formal principles that govern trust structures and allow the enforcement of criminal sanctions. Typically, sophisticated...
FATF assesses the UK’s anti-money laundering and counter-terrorist financing measures
Brown Rudnick LLP Recent months and years have seen repeated criticism of the UK’s often central role in money-laundering scandals, ranging from the Panama Papers to the Azerbaijani Laundromat. In early December 2018, the Financial Action Task Force (FATF)...
Crypto-assets – the UK’s response to regulation
Saunders Law Cryptocurrency is a relatively new form of currency which can be transferred electronically between users without the involvement of intermediaries or the oversight of a central authority. The ledger is stored electronically by a method known as blockchain...
Q&A: Mitigating fraud and corruption in Latin America
FW moderates a discussion on mitigating fraud and corruption in Latin America between Rodrigo Cunha at AB InBev, Michel Sancovski at Tauil & Chequer Advogados in association with Mayer Brown LLP, and Pablo J. Miranda at Siemens S.A.
DEALfront
mergers & acquisitions
GSK to buy Tesaro in $5.1bn deal
In a transaction which strengthens its pharmaceuticals business, GlaxoSmithKline (GSK) plc is to acquire oncology-focused biopharmaceutical company Tesaro Inc for an aggregate cash consideration of approximately $5.1bn. Upon completion...
Nexstar to acquire Tribune Media for $4.1bn
Nexstar Media Group has agreed to buy Tribune Media Company for $4.1bn. The deal will see Nexstar acquire all outstanding shares of Tribune for $46.50 per share in an all-cash transaction. Nexstar will also assume $2.5bn of Tribune Media’s outstanding debt...
private equity & venture capital
Elliott and Siris take Travelport private in $4.4bn deal
Removing itself from the public financial markets, travel technology company Travelport Worldwide Limited has entered into a definitive agreement that will see it acquired by affiliates of Siris Capital Group, LLC and Evergreen Coast Capital Corp. in an all-cash transaction...
CVC launches bid to buy back Ahlsell
London-based private equity giant CVC Capital Partners has launched a $2bn all-cash offer to buy back Swedish building materials group Ahlsell AB just two years after listing it. CVC’s offer of 55 Swedish crowns per share, which is being made through the...
bankruptcy & corporate restructuring
Parker Drilling files for pre-packaged Chapter 11 bankruptcy
In a move designed to significantly reduce its debt and provide access to substantial capital commitments, drilling services and rental tools provider to the energy industry Parker Drilling Company has entered into a comprehensive restructuring...
Avianca Brasil files for bankruptcy protection
Avianca Brasil, the fourth largest airline in Brazil, filed for bankruptcy protection in the first São Paulo Commercial Court in December, in preparation for the impending loss of 20 percent of its aircraft. The motion grants the company judicial and extrajudicial...
PROFESSIONALinsight
Protecting your intangible assets
Allianz Global Corporate & Specialty SE A company’s brand, technology and supply chain are sources of great value and, therefore, risk. A fundamental change in the global economy has occurred over the past four decades which has gone relatively unnoticed. Intangible assets, such as brand...
Crowdfunding or crowdfinancing and its intersection with IP
Gearhart Law LLC Crowdfunding is the use of small amounts of capital from a large number of individuals to back or finance a new business venture. Crowdfunding makes use of the easy accessibility of vast networks of people through social media and crowdfunding websites...
Boy Scouts vs. Girl Scouts: all is fair in a trademark war
Prince Lobel After coexisting peacefully in the same marketplace for over a century, the Boy Scouts have decided to open their membership to girls. Nobody is contesting that they can, but the Girl Scouts are contesting how they do it. The Boy Scouts of America (BSA)...
SPOTlight
Be prepared for net working capital disputes
BDO USA, LLP Net working capital (NWC) is a common measurement of a company’s ability to meet its short-term obligations with its current assets. In its basic and most common form, NWC is the excess of current assets over current liabilities as presented on a company’s...
Deciding when to make an internal investigation independent
Arnold & Porter One of the most critical decisions, with respect to conducting an internal investigation, arises prior to the investigation even starting – can the organisation rely on internal staff and counsel to get to the bottom of the problem or will the seriousness of the issue warrant...
The ‘WeChat Effect’: understanding the compliance risks of mobile messaging apps
Shearman & Sterling Instant messaging apps such as WeChat, WhatsApp and QQ are having a profound impact on the way people communicate around the world. In Asia, where the adoption rate of such technologies has been nothing short of astounding, instant messages...
A changing battlefield for SME disputes
CMS Cameron McKenna Nabarro Olswang LLP A positive legacy of the global financial crisis (GFC) will be the widening and strengthening of the options available to small and medium-sized enterprises (SMEs) to resolve disputes with financial institutions. A decade since the GFC, 2018 saw the publication...
CONTRIBUTORS
AB InBev
Allianz Global Corporate & Specialty SE
Arnold & Porter
BDO USA, LLP
Brown Rudnick LLP
CMS Cameron McKenna Nabarro Olswang LLP
Covington & Burling (Pty) Ltd
Edmonds, Marshall, McMahon
Freshfields Bruckhaus Deringer LLP
GE Power
Gearhart Law LLC
Goodmans LLP
Hodge Jones & Allen Solicitors
Holland & Hart LLP
Innisfree M&A Incorporated
Mishcon de Reya
Morrow Sodali
Nepal Oil & Gas
Peters & Peters
Prince Lobel
Saunders Law
Shearman & Sterling
Siemens S.A.
Skadden, Arps, Slate, Meagher & Flom LLP
Tauil & Chequer Advogados in association with Mayer Brown LLP
Venable LLP