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COVER STORY

Banking jitters

In recent months, financial uncertainty has again reared its head, prompting  government intervention to avert further fallout.

FEATURES

Compliance and CFIUS enforcement

Deciding not to notify CFIUS can present significant risk where meaningful national security issues are involved.

Peace of mind: preparing an exit plan

It takes between three and five years to set up a business for a successful exit. Thus, the sooner a business owner starts writing a company exit plan the better.

In the digital age: unpacking the new EU PLD

Product manufacturers need to get up to speed with how the new PLD proposals are likely to impact their operations as they increasingly adopt new technologies in the delivery of products and services.

Maintaining data ‘adequacy’ – the UK’s new DPDI Bill

Over the next 10 years, these new laws are expected to unlock £4.7bn in savings for the UK economy as well as boost data protection standards so that businesses can continue to trade freely with global partners, including the EU.

Vanishing act – ephemeral messaging pros and cons

Companies must have enforceable policies and controls in place to minimise legal and compliance risks from employees’ use of ephemeral messaging platforms.

ROUNDTABLE

Developing an effective AML and sanctions programme

Financial crime including money laundering and sanctions violations continues at pace across the globe, undermining financial systems, impeding economic growth and causing huge losses. In response, authorities worldwide are introducing stricter anti-money laundering measures to force companies to respond to evolving risks, improve their detection and prevention programmes, and maintain compliance with regulatory requirements. FW moderates a discussion between Nick Sharp at HMRC, Joydeep Sengupta at Mayer Brown, George S. Wang at Simpson Thacher & Bartlett LLP, Elizabeth Robertson at Skadden, Arps, Slate, Meagher & Flom (UK) LLP, and Charmian Simmons at SymphonyAI Sensa-NetReveal.

SPECIAL REPORT

Mergers & acquisitions

Q&A: Unlocking deal value and mitigating risk with disruptive tech and analytics

Robotic process automation has emerged as a valuable M&A asset, streamlining data collection and analysis processes. Interactive dashboards and visual representations of financial models will enhance communication and transparency throughout the deal process. FW discusses unlocking deal value and mitigating risk with disruptive tech and analytics with Jim Clayton, Matthew Goldberg and Manny Ngan at BDO USA, LLP.

The state of the M&A market: down but not out

Cooley LLP Large trade acquirers with firepower are maintaining their appetite for strategically important M&A, and sponsors sitting on record levels of dry powder continue to look for the perfect bargain.

Structuring cross-border public M&A transactions: key considerations

Davis Polk & Wardwell London LLP When structuring a cross-border public M&A transaction involving a bidder in one jurisdiction and a publicly-traded target company in another, there are a number of key corporate, tax and governance matters that require careful consideration.

Large corporates divesting subscale businesses effectively

Trajectory Capital Partners There is an art as well as a science to doing these subscale divestitures for both the corporate seller and the acquirer. Effective divestiture of subscale businesses can have a substantial financial and strategic impact on the parent company.

Key legal considerations on infrastructure carve outs

Simpson Thacher & Bartlett LLP The complexity of carve outs can vary significantly depending on how co-mingled the in-scope business is from the retained business.

Understanding the ‘why’ behind the deal

Venable LLP At the heart of every deal is an investment thesis that should answer the underlying question: why do this deal? An understanding of the answer from both the buyer and seller perspective is essential.

Strategies and best practices for managing transactional risk: a legal perspective

Demarest Advogados Risks can arise from a wide range of sources, including financial uncertainties, regulatory issues, technological complexities and, especially in deals involving developing countries, cultural differences

Japanese takeover rules for listed companies to be fully revised

Oh-Ebashi LPC & Partners In Japan, activists have been taking more actions against listed companies in recent years, and there are increasing indications that securities laws and regulations are inadequate to deal with them.

Q&A: M&A in Latin America

Increasing interest in lithium mining is likely to result in significant M&A deal flow, given Latin America’s large untapped reserves. FW discusses M&A in Latin America with Pablo Andres Artagaveytia at Marval, O’Farrell & Mairal and Sergio J. Galvis at Sullivan & Cromwell LLP.

TALKINGpoint

Digital payments: security and optimisation

Fraud prevention can be enhanced by providing advanced security measures such as biometric authentication and blockchain technology. FW discusses the security and optimisation of digital payments with Poppy Proborespati at Mazars.

Evolving compliance challenges in the US government contracts market

There are third-party software applications created specifically to augment commercial ERP systems to meet the specific demands of USG contracts. FW discusses the evolving compliance challenges in the US government contracts market with Luis Avila, Bryan Lathbury and Damien Lawless at RSM US LLP.

Transformation and restructuring in the retail sector

Retailers should prioritise the transformative activities that will deliver step-changes in the business. By starting the process of assessing strategic options early, there will be more options on the table and a longer runway in which to implement the preferred strategy. FW discusses transformation and restructuring in the retail sector with Ralph Fernando, Dave Phillips, Ben Hughes and Mike Axtell at FTI Consulting LLP.

DEALfront

mergers & acquisitions

Emerson Electric to acquire NI Corp for $8.2bn

Following a near year-long pursuit, US industrial conglomerate Emerson Electric is to acquire measurement equipment maker National Instruments (NI) Corp in a transaction valued at $8.2bn.

WWE acquired by Endeavor

Sports entertainment giant World Wrestling Entertainment (WWE) has been acquired by Endeavor Group Holdings, Inc. in a deal that will see the company merge with Endeavor-owned Ultimate Fighting Championship.

private equity & venture capital

EQT to acquire IMG Academy for $1.25bn

Creating a new global sports programme that highlights the importance of wellbeing, resilience, teamwork and leadership, Asian private equity firm BPEA EQT is to acquire sports education institution IMG Academy from Endeavor Group Holdings in an all-cash transaction valued at $1.25bn.

SATS pays €1.3bn for WFS

SATS Ltd has agreed to acquire global air cargo logistics provider Worldwide Flight Services from an affiliate of Cerberus Capital Management in a deal worth €1.3bn.

bankruptcy & corporate restructuring

Bed Bath and bankruptcy

Bed Bath & Beyond Inc filed for Chapter 11 bankruptcy protection in a District of New Jersey court in April, after the home goods retailer failed to secure the funds it required to stay afloat.

David’s Bridal files for Chapter 11 bankruptcy protection

As a result of the post-COVID-19 environment and uncertain economic conditions, US bridal-store chain David’s Bridal, LLC and certain of its subsidiaries has filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the District of New Jersey.

SPOTlight

Bridging the gap – opportunities and constraints to mobilising the capital markets for infrastructure finance

Latham & Watkins LLP The capital markets must be mobilised to play a significant role in infrastructure finance, though absent a significant change in the debt markets, any single capital markets product will likely not become dominant.

UK and EU sanctions enforcement: a change of gear

Fieldfisher Stimulated in particular by efforts to increase the effectiveness of sanctions on Russia, there has been a shift in both the UK and the EU from the relentless expansion of sanctions to more robustly enforcing the measures that are now in place.

Driving in the digital age: addressing electric vehicles’ privacy and security issues

Baker Donelson The smart technologies of EVs store considerable personal data, invoking complex legal obligations, while also attracting cyber threats that could disrupt individual vehicles or entire power grids.

Navigating PRC data laws in cross-border disputes

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates The recent adoption of rigorous Chinese privacy laws has exposed Western businesses operating in the PRC to increased regulatory risk.

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CONTRIBUTORS

Baker Donelson

BDO USA, LLP

Cooley LLP

Davis Polk & Wardwell London LLP

Demarest Advogados

Fieldfisher

FTI Consulting LLP

HMRC

Latham & Watkins LLP

Marval, O’Farrell & Mairal

Mayer Brown

Mazars

Oh-Ebashi LPC & Partners

RSM US LLP

Simpson Thacher & Bartlett LLP

Skadden, Arps, Slate, Meagher & Flom

Sullivan & Cromwell LLP

SymphonyAI Sensa-NetReveal

Trajectory Capital Partners

Venable LLP