MAGAZINE
June 2013 Issue
Financier Worldwide Magazine
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COVER STORY
CEOs seem to be operating in an increasingly hostile environment, where an avalanche of regulation, activist shareholders and political agendas add to the stress of day-to-day business. At the same time, the divisive issue of executive pay has intensified. Addressing these external...
FEATURES
JAB grinds out $9.8bn coffee deal
A group of investors led by German consumer products conglomerate Joh. A. Benckiser (JAB) announced on 12 April it had agreed to acquire European tea and coffee company DE Master Blenders 1753 (DEMB) for €7.5bn ($9.8bn). The proposed deal, which has been unanimously recommended...
Lloyds plans IPO as Co-Op sale collapses
In late April, after nearly 12 months of negotiations, the Co-Operative Group (Co-Op) announced it was withdrawing its interest in acquiring 360 branches of the Lloyds Banking Group. The deal, which was agreed in July 2012, would have seen the UK’s largest mutual pay Lloyds...
Private equity: flexibility is the new normal
Flexibility is the watchword of the future for private equity (PE) firms and their portfolio companies, according to a recent survey carried out by PwC. The survey – ‘Flexibility in Uncertain Times: Private Equity Backed Company Survey 2013’ – evaluates the...
Profits up as R&D slows in biotech sector
Regional review Revenue in the industry grew 8 percent in 2012, down from 10 percent in 2011. In the US, revenue growth slowed as a result of the rapid growth experienced by US firms during 2011. Sales at those companies declined due to new competitors...
US corporate healthcare programs and the ACA
With the 2012 Presidential election a distant memory, and with the approval of the US Supreme Court won, the Patient Protection and Affordable Care Act of 2010 (ACA) will now be rolled out nationwide across the US. While the first elements of the Act come into effect in January...
ROUNDTABLE
THE PANELLISTS: Karen Denise Akinci, Akinci Law Office; Thomas G. Rohback, Axinn Veltrop Harkrider LLP; Peter Yuen, Fangda Partners; Jérôme Richardot, Fasken Martineau; Elie Klieman, Freshfields; Tony Levitt, RGL Forensics; Julie Bédard, Skadden, Arps, Slate, Meagher & Flom LLP; and Marco Tulio Venegas, Von Wobeser y Sierra.
Most companies understand the benefits of resolving cross-border disputes through arbitration. When disputing parties from different legal cultures come together, numerous challenges arise. Arbitration can be used to overcome the problem of unfamiliar legal systems and language...
SPECIAL REPORT
Global M&A activity fell in 2012 with volume and value down by 12 and 8 percent respectively, compared to 2011. Such news, however, is unsurprising given the challenges faced last year: the ongoing Eurozone crisis and the ‘fiscal cliff’ in the US…
FORUM: Creating value through post-deal integration
FW moderates a discussion on value creation and post-deal integration between Denzil Rankine at AMR International, Richard Jackson at Bain & Company, Danny Davis at DD Consulting, and Jeffery M. Weirens at Deloitte.
Local knowledge is the key in 2013’s increasingly tactical M&A world
Merrill Datasite Following a tough 2012 for mergers and acquisitions, hopes have been high that 2013 would see a noticeable pick-up in dealmaking activity. Any company deciding to pursue an M&A strategy for growth in today’s volatile environment realises the importance of...
Global M&A trends in 2013: the ineluctable shift of tectonic plates
Linklaters Global M&A phenomena have traditionally been associated with cycles where periods of buoyancy have been succeeded by low market activity. But M&A activity has remained stagnant since the modest 2010 rebound, with levels in 2012 roughly similar to those in 2011. Optimists say...
AIG In today’s competitive M&A landscape with private equity ‘dry powder’ at historically high levels and Fortune 500 companies holding record stockpiles of cash, auction sales of private businesses often attract multiple bidders. Traditionally, a buyer will...
Livingstone Partners Despite evidence of confidence growing across M&A markets, strategic acquirers and private equity investors remain highly selective about the acquisitions that they are willing to commit substantial resources to. In the mid-market, this has manifested itself in a reluctance to...
Trends in purchase price adjustment formulations in US, UK and cross-border M&A transactions
Hogan Lovells While the overwhelming majority of US private M&A transactions address pre-closing value fluctuations by means of a working capital or similar purchase price adjustment, in our experience the majority of UK private M&A transactions are now completed without such an...
Protecting deal value: working-capital hurdles in M&A transactions
Crowe Howarth LLP In most M&A transactions, the parties arrive at the purchase price by multiplying the target company’s earnings before interest, taxes, depreciation, and amortisation (EBITDA) by an agreed-upon multiple. Before a deal closes, however, a seller can juggle the...
Shifting sands in Canadian anti-bribery and trade control laws raise the stakes in M&A due diligence
McCarthy Tetrault Recent developments in Canadian anti-corruption, economic sanctions, and export control laws are having a significant impact on the due diligence that should be conducted on potential targets in the context of mergers and acquisitions as well as other business combinations such as...
Cuatrecasas, Goncalves Pereira The Spanish legislative body has reacted to demands for protection during these turbulent times for the Spanish economy by implementing two protective measures: protection in terms of voting caps and protection against the decrease in value of companies as a result of expropriation...
DEALfront
mergers & acquisitions
Archer Daniels Midland Co (ADM), the world’s largest corn producer, announced in April it had successfully concluded its pursuit of Australia’s GrainCorp Limited, agreeing a deal worth A$3bn ($3.1bn), subject to due diligence. GrainCorp rejected the...
Kroton Educacional acquires rival in $2.49bn deal
The consolidation of Brazil’s education sector continued in April when Kroton Educacional SA announced it had agreed to acquire rival firm Anhanguera Educacional Participacoes SA in a deal worth approximately $2.48bn. The transaction will be completed as an all-stock deal...
private equity & venture capital
CVC buys back German metering firm
CVC Capital Partners Limited has agreed to acquire German energy metering business Ista International GmbH from Charterhouse Capital Partners LLP, in a deal worth $4.1bn including debt. London-based CVC, which already owned a minor stake in the company, will buy...
Permira fifth fund closes on €2.2bn
UK private equity firm Permira illustrated the struggles facing the wider industry in April when it announced that it had raised commitments of only €2.2bn in the first tranche of its fifth fund, Permira V. Permira V, launched in September 2011 originally...
bankruptcy & corporate restructuring
More pain for Spain as Pescanova flounders
Since the onset of the financial crisis, the Spanish economy, like many southern European states, has had to withstand a turbulent and troubled time. As the country has teetered on the brink of a full scale economic meltdown, unemployment has spiralled to a record high of 27.2...
SolarWorld steps up debt restructuring
SolarWorld AG (SWV) announced on 30 April that it had reached a preliminary deal on restructuring its $1.6bn debt load. The heavily indebted German firm proposed a debt-for-equity deal that would see its creditors assume control of the company. The preliminary deal was agreed with...
PROFESSIONALinsight
Intellectual Property
How the America Invents Act impacts your business: changes in patent strategies
Fitzpatrick, Cella, Harper & Scinto On 16 September 2011, President Obama signed into law the Leahy-Smith America Invents Act (AIA), the most significant piece of patent legislation since the Patent Act of 1952. Over the past year and a half, the United States Patent and Trademark Office (PTO) has implemented the...
The rise of corporate licensing agents
Ocean Tomo, LLC Throughout history, patent assets have been a defensive mechanism to stop marauding bands of looters who seek to gain profit from infringing on another person’s innovation. Said differently, patents prevent others from practicing the technology for a set time, allowing the...
The European unitary patent system
Venner Shipley LLP After decades of false starts, agreement has been reached on a unitary patent system for Europe which will bring significant changes to the patent litigation landscape. While obstacles still remain, the adoption of the Unitary Patent Regulations on 17 December 2012, and the signing...
Ways to fight trademark squatting in Turkey
Tekil Law Trademark squatting is the registration of a trademark which belongs to a third-party for the purposes of benefiting from the commercial reputation of the trademark by misleading the local market or reselling the trademark to the real owner for the highest amount...
Banking & Finance
Day Pitney LLP FATCA, or the Foreign Account Tax Compliance Act, represents the culmination of several years of US initiatives aimed at uncovering unreported offshore accounts owned by US taxpayers. It was introduced in Congress in 2009 and signed into law on…
Life under the new financial regulators
Moore Stephens LLP The perceived relative ease of transition from the old financial services regulatory regime to the new may have led some firms to understate the full impact of the change. They do so at their peril. With legal cutover having taken place on 1 April and the new system of...
Jurisdiction clause in cross-border finance transactions
Locke Lord The so-called ‘one-sided jurisdiction clauses’ are widely used in cross-border transactions. In particular, they are often seen in finance documentation with Russian and CIS based counterparties. As the name suggests, such clauses are intended to put one party...
CONTRIBUTORS
AIG
Akinci Law Office
AMR International
Axinn Veltrop Harkrider LLP
Bain & Company
Crowe Howarth LLP
Cuatrecasas, Goncalves Pereira
Day Pitney LLP
DD Consulting
Deloitte
Fangda Partners
Fasken Martineau
Fitzpatrick, Cella, Harper & Scinto
Freshfields
Hogan Lovells
Linklaters
Livingstone Partners
Locke Lord
McCarthy Tetrault
Merrill Datasite
Moore Stephens LLP
Ocean Tomo, LLC
RGL Forensics
Skadden, Arps, Slate, Meagher & Flom LLP
Tekil Law
Venner Shipley LLP
Von Wobeser y Sierra