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COVER STORY

Global insolvencies in 2024: trouble on the horizon?

As we enter 2024, the ongoing profitability squeeze is challenging companies’ liquidity and solvency, while financing is likely to remain costlier and less available.

FEATURES

M&A trends and outlook for 2024 – turning a corner?

While it is difficult to predict where the market will go, dealmaking in 2024 is likely to be driven by several positive trends.

Compliance risks in M&A

Legacy liability issues can impact the value of the target and threaten the viability of the planned transaction.

Toward net zero: harnessing catalytic capital

Catalytic capital is growing in prominence as an effective tool for unlocking the resources needed to drive a fair and inclusive transition to net zero.

A new dawn: AI and cyber security

Organisations will need to determine whether they are ready for AI to take a leading role in their defence against cyber attacks.

Robotic recruitment: recruiting with AI technologies

While AI-based algorithms undoubtedly provide recruiters with numerous advantages when vetting potential candidates, at the same time their use also raises issues around fairness and merit.

ROUNDTABLE

Transfer pricing

As tax authorities raise the bar in terms of how they monitor and control transfer pricing policies, the arena continues to be complex and difficult to navigate. This has created a need for multinational enterprises to be more proactive in adopting strategies to manage increased transfer pricing risk. FW moderates a discussion between Jessica Harger at Aon, Eduardo Gracia at Ashurst LLP, Abhijay Bhatia at Convatec Group PLC, André R. Bergeron at Gowling WLG, and Sebastine Odimma at MAERSK Transport and Logistics.

SPECIAL REPORT

Corporate fraud & corruption

Q&A: Data-driven anticorruption compliance programmes

Continuous monitoring and analytics allow for the early detection of anomalies, shifting the focus from reactive to proactive mitigation. Looking ahead, we can anticipate significant innovations and advances in anti-corruption compliance, driven by technology. FW discusses data-driven anticorruption compliance programmes with Mike Walters, Irina Bautina, Bruno Gomes and Sam Haskins and at FTI Consulting LLP and Bapsy Dastur at VFS Global.

US government agencies raise the bar on national security-related corporate compliance

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Companies are best positioned to weather the expanding scope of national security-related rules and regulations and increased enforcement if they have robust compliance programmes in place.

The SEC’s ‘Swiss Army statute’: broad enforcement under the FCPA’s internal accounting controls provision

Sullivan & Cromwell LLP Given the lack of legal support for the SEC’s position, it is unclear whether the agency’s expansive use of the internal accounting controls provision will survive a legal challenge.

Economic uncertainty and fraud

Covington & Burling LLP The UK government has recently made tackling fraud, and particularly corporate fraud, a major priority.

The ‘je ne sais quoi’ of preventing corporate fraud

Bang & Olufsen Supporting and bringing focus on values and corporate culture is equally, if not more, important than any modern tool in reducing the risk of corporate fraud and corruption.

Corporate integrity: employee training on fraud awareness and ethical conduct

Bryn Law Group Employee training programmes play a pivotal role in fostering awareness, promoting ethical behaviour and mitigating the risks associated with fraudulent activities.

Whistleblower programmes: the why and the how

Premier Law LLC Organisations and regulators rely heavily on employees to act as whistleblowers and to report any wrongful or criminal conduct within an organisation.

Q&A: Optimising AML compliance with technology

The primary focus should be on achieving a holistic customer view and the long-term integration of all systems and data into the AML process. FW discusses the process of optimising AML compliance with technology with Stephan Lemkens, Marcus Johnen and Yalcin Bogazci at INFORM.

TALKINGpoint

Managing tax risks in M&A

In some instances, tax insurance is the tool that facilitates a transaction that might otherwise crater over the identified tax issue. FW discusses tax risk management in M&A with Hugo Webb and Peter Griesch at Ambridge.

Restructuring and distressed M&A – a Swiss perspective

Because of the challenging macroeconomic factors, we expect that many companies will require restructuring efforts in the coming months. FW discusses restructuring and distressed M&A from a Swiss perspective with Daniel Hayek and Mark Meili at Prager Dreifuss Ltd.

DEALfront

mergers & acquisitions

AbbVie to acquire Cerevel Therapeutics in $8.7bn deal

US drug manufacturer AbbVie has agreed to acquire Cerevel Therapeutics in an $8.7bn deal which will bolster the company’s neuroscience pipeline.

Alaska Airlines in $1.9bn deal for Hawaiian rival

Shaking up the market for flights to Hawaii, US airline holding company Alaska Air Group, Inc. has acquired its rival Hawaiian Airlines in a transaction valued at approximately $1.9bn, including $900m net debt.

private equity & venture capital

Blackstone to take private Rover Group in $2.3bn deal

Private equity giant Blackstone has agreed to acquire pet care company Rover Group in a $2.3bn all-cash deal.

KKR to take over Smart Metering Systems for £1.3bn

In a move designed to bolster renewable energy in the UK, US global investment firm KKR & Co. Inc. is to acquire UK energy investment company Smart Metering Systems (SMS) in a transaction valued at £1.3bn.

bankruptcy & corporate restructuring

Signa files for insolvency

Austrian real estate and retail group Signa Holding filed for insolvency in late November, making it the largest victim of Europe’s property crash to date.

Mallinckrodt emerges from Chapter 11

With its balance sheet and financial flexibility significantly improved, global specialty pharmaceutical company Mallinckrodt plc has emerged from Chapter 11 bankruptcy.

SPOTlight

The German FDI review of minority co-investments

Cleary Gottlieb Steen & Hamilton LLP Minority co-investments can fall into the scope of German FDI screening. However, they can be structured in a way that avoids or mitigates the risk of the applicable German FDI regime.

New SEC rules for private fund managers: implications for offshore investment advisers

Sullivan & Worcester LLP For offshore investment advisers, there are questions relating to the application of the Private Fund Rules, especially to offshore private funds.

How human rights due diligence affects the ‘E’ in ESG

Miller & Chevalier Proper human rights due diligence addresses a company’s regulatory and legal risks, social ESG factors, and environmental and governance ESG factors.

Ecosystem theories of harm – a new risk or just a new word?

Compass Lexecon Many questions surrounding ecosystem theories of harm remain open, raising different elements of uncertainty for firms and practitioners.

Recent proposals for EU directives and their potential impact on MNEs and SMEs

Grant Thornton Last year, the European Union published four ground-breaking proposals for council directives that could potentially reshape the business and tax landscape for multinational enterprises and small and medium-sized enterprises within the EU in the near future.

English courts: back in the game for foreign law and judgment recognition

Quinn Emanuel Urquhart & Sullivan UK LLP There is a growing trend of courts in England enforcing and setting aside foreign decisions, as well as seizing jurisdiction over claims where events took place abroad.

When can a dispute in Hong Kong be funded by a third party?

Gibson, Dunn & Crutcher In short, there is a stark distinction between the availability of third-party funding for litigation and arbitration in Hong Kong.

COP28: a turn up for nuclear?

Gowling WLG There is a growing consensus that delivering net zero is impractical without nuclear but a reluctance to face up to the fact that the costs of transition only get steeper as the date comes closer.

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CONTRIBUTORS

Ambridge

Aon

Ashurst LLP

Bang & Olufsen

Bryn Law Group

Cleary Gottlieb Steen & Hamilton LLP

Compass Lexecon

Convatec Group PLC

Covington & Burling LLP

FTI Consulting LLP

Gibson, Dunn & Crutcher

Gowling WLG

Grant Thornton

INFORM

MAERSK Transport and Logistics

Miller & Chevalier

Prager Dreifuss Ltd

Premier Law LLC

Quinn Emanuel Urquhart & Sullivan UK LLP

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Sullivan & Cromwell LLP

Sullivan & Worcester LLP

VFS Global