MAGAZINE
June 2014 Issue
Financier Worldwide Magazine
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COVER STORY
Optimising the value of intellectual property rights is part of good IP management within an organisation, and recent high profile battles have shown how powerful a role it can play in furthering strategic objectives…
FEATURES
Canadian energy sector resurgent
M&A activity in the Canadian energy sector has declined since 2009. In 2013 there was a notable lack of public company M&A activity, and no transactions matched the most notable deals announced the previous year…
The UK’s banking system is not yet out of danger. Consumer confidence is still extremely low and many British banks, including the five heavyweights, are still being forced to look for operational synergies wherever possible…
The Russian economy may prove to be one of the biggest casualties of the Ukrainian crisis. Facing political isolation, it looks increasingly likely that Russia will descend into financial crisis…
Although every country has unofficial lenders and shadow networks, the size and penetration of the Chinese system is second to none. Approximately $6 trillion of Chinese funds lie outside of banks’ traditional loan portfolios…
The importance of an effective marketing strategy
By developing a coherent and well considered marketing strategy, organisations can promote their business, court the right types of client and allocate their resources correctly, all while safeguarding the reputation of the firm…
ROUNDTABLE
MODERATOR Waj Khan, Chartered Institute of Arbitrators THE PANELLISTS: Andrew Massey, Afridi & Angell Legal Consultants; Liz Tout, Dentons; Elie Kleiman, Freshfields Bruckhaus Deringer LLP; Mark Bezant, FTI Consulting; Jonathan W. Fitch, Sally & Fitch LLP; Jayne Bentham, Simmons & Simmons LLP; Gregory A. Litt, Skadden, Arps, Slate, Meagher & Flom LLP; and Marco Tulio Venegas, Von Wobeser y Sierra.
Though the benefits are myriad, it is widely accepted that arbitration no longer offers a cheaper and quicker option than litigation. But while the cost of arbitration is rising, so too are the stakes and the complexity of the issues…
SPECIAL REPORT
Global M&A volume dropped slightly in 2013, with a number of factors including shareholder activism, economic uncertainty and regulatory intervention taking their toll. However, 2014 looks to be far more encouraging, with a large number of of high value deals announced and more in the pipeline.
FORUM: Valuations and fairness opinions in M&A
FW moderates a discussion on valuations and fairness opinions in M&A between Nancy Czaplinski at American Appraisal, James Dimech-DeBono at Grant Thornton UK LLP, Jennifer Muller at Houlihan Lokey, and Andreas Mackenstedt at PwC.
A favourable market for sellers
Ropes & Gray Increased deal activity has been spurred by a surplus of private equity and strategic capital poised for investment, generally supportive debt markets, buoyant public equity markets and a focus on roll-up and consolidation strategies…
Getting closure: deal certainty in an uncertain market
Chadbourne & Parke (London) LLP Closing the deal requires a combination of skills: legal, commercial, organisational, relationship-building; plus the sheer, bloody-minded, ability to push a transaction across the line. Equally important for buyers and sellers, the global financial crisis has…
K&L Gates Melbourne The key role of lawyers in any M&A transaction is the management of transaction risk. A lawyer’s role is to identify risk, inform and advise their client of that risk and then, through a variety of means, allocate that risk...
Proven Legal Technologies When companies enter into mergers, acquisitions, joint ventures or any sort of corporate deal, it is often assumed that this process is a win-win situation for all parties. However, this is not always the case…
FTI Consulting It is evident from the most casual glance at the news headlines that the European technology sector is experiencing a surge in merger and acquisition (M&A) activity levels in both the volume and value of deals…
Antitrust compliance in the United States
Hogan Lovells US LLP Section 7 of the Clayton Act prohibits transactions whose effect “may be substantially to lessen competition, or to tend to create a monopoly”. Section 7A of the Clayton Act provides a particularly useful tool to the…
Asset deals: issues in connection with the Swiss Merger Act
Prager Dreifuss Ltd The Swiss Merger Act entered into force on 1 July 2004. One of its goals was to facilitate the transfer of assets and liabilities. However, nearly 10 years after the coming into force of the MA several aspects of the law remain controversial…
Who are my Australian associates?
Clayton Utz Overseas investors into Australia often have difficulty coming to grips with our ‘association’ rules. Broadly speaking, these rules effectively aggregate the shareholdings of separate shareholders who fall within the Corporations Act’s definition of ‘associates’…
FW moderates a discussion on financing options in M&A between Andrew Cheng at Gibson, Dunn & Crutcher LLP, Chuck Yamarone at Houlihan Lokey, Andreas Moll at Prager Dreifuss Ltd, and Sabrina Rusnak-Carlson at Proskauer Rose LLP.
DEALfront
mergers & acquisitions
Pfizer’s pursuit of AstraZeneca
American drug manufacturer Pfizer Inc’s pursuit of AstraZeneca plc hit yet another hurdle in May as the British-Swedish firm rejected an improved ‘final’ offer of around $118bn…
Eli Lilly to acquire Novartis unit for $5.4bn
Eli Lilly will acquire all outstanding assets of Novartis Animal Health and will use the acquisition to strengthen and diversify its own existing animal health business, Elanco…
private equity & venture capital
Madison Dearborn to exit Nuveen Investments in $6.25bn deal
The firm is selling Nuveen to the Teachers Insurance and Annuity Association – College Retirement Equities Fund (TIAA-CREF), an insurer and asset manager focusing on workers at non-profit organisations…
Michael Foods to be sold to Post Holdings for $2.45bn
The deal for Michael Foods, which employs around 3700, will see Post Holdings complete its largest ever acquisition, and bring about the end of a long period of private equity ownership…
bankruptcy & corporate restructuring
Lights out at Energy Future Holdings
In a statement announcing the filing EFH noted it had entered into an agreement with a number of its major creditors to restructure around $40bn of outstanding debt…
Genco Shipping sinks into bankruptcy
Genco Shipping and Trading Limited, and a number of its subsidiaries, filed for pre-packaged Chapter 11 bankruptcy protection on 21 April, citing debts of around $1.48bn…
PROFESSIONALinsight
Corporate governance
Masters-Rudnick & Associates, LLC Institutional shareholders have long dominated corporate attention when it comes to proxy voting and shareholder communications. It is time for boards to realise that they neglect other shareholders…
Importance of corporate governance in ESOP companies
Prairie Capital Advisors, Inc The transition of an ESOP is not just a matter of dollars and cents. The sustainability of the company as well as the wellbeing of the employees and shareholders are also important considerations…
New governance rules for Dutch semi-public organisations
Kennedy Van der Laan The announced measures are a response to recent cases of misconduct by directors of semi-public organisations, which are often incorporated as a foundation or association…
Incoming reform of the capital companies law and corporate governance regulations in Spain
Ramón y Cajal Abogados In December 2013 the Spanish government approved a draft law to reform the Law on Capital Companies (2010). There are also plans to update the Code of Good Governance for Listed Companies from 2006…
CONTRIBUTORS
Afridi & Angell Legal Consultants
American Appraisal
Chadbourne & Parke (London) LLP
Chartered Institute of Arbitrators
Clayton Utz
Dentons
Freshfields Bruckhaus Deringer LLP
FTI Consulting
Gibson, Dunn & Crutcher LLP
Grant Thornton UK LLP
Hogan Lovells US LLP
Houlihan Lokey
K&L Gates Melbourne
Kennedy Van der Laan
Masters-Rudnick & Associates, LLC
Prager Dreifuss Ltd
Prairie Capital Advisors, Inc
Proskauer Rose LLP
Proven Legal Technologies
PwC
Ramón y Cajal Abogados
Ropes & Gray
Sally & Fitch LLP
Simmons & Simmons LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Von Wobeser y Sierra