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MAGAZINE

June 2018 Issue

Financier Worldwide Magazine


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COVER STORY

The CLOUD Act: law enforcer or global privacy threat?

A long-overdue overhaul of outdated digital privacy and security law and a boon for enforcement agencies – that is how advocates of the Clarifying Lawful Overseas Use of Data (CLOUD) Act proclaimed the legislation as it traversed the...

 

FEATURES

Role of the CFO in M&A

During a transaction, a company’s chief financial officer (CFO) will be a central figure. Though the chief executive is often the focal point of a company’s operations, the CFO will share with the CEO the key responsibility for driving a deal forward in his...

Impact of US tax reform on PE funds and portfolio companies

Signed into law in December 2017, the Tax Cuts and Jobs Act (TCJA) is the most significant overhaul of US tax policy since 1986. The new law will impact individual taxpayers in all income tax brackets, all businesses and virtually every sector of the economy...

Accelerated decay: zombies at risk after rate rise

Existing in a world of cheap debt and low interest rates, zombie companies – defined by the Bank for International Settlements (BIS) as “a listed firm, with ten years or more of existence, where the ratio of earnings before interest, taxes, depreciation and...

Unicorns filing: tech IPO pipeline heats up

Judging by the number of initial public offerings (IPOs) filed in the sector over the past six months, the unicorns are well and truly rising in tech, with high-momentum startups serving to warm the IPO pipeline. Accentuating this proliferation were the...

Overcoming the fraud triangle

Despite the efforts of authorities around the world, corrupt and fraudulent behaviour continues to flourish, with a debilitating economic effect. According to data published by Experian, fraudulent activity now costs the UK alone £190bn per year...

 

ROUNDTABLE

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International arbitration

MODERATOR: Eric P. Tuchmann, American Arbitration Association. THE PANELLISTS: Melis Acuner, Cadwalader, Wickersham & Taft LLP; Serge Gravel, FLV & Associés; Damian Honey, HFW; Elie Kleiman, Jones Day; Cameron Ford, Rio Tinto; and Marco Tulio Venegas, Von Wobeser y Sierra.

International arbitration has been a hive of activity in recent times, with the number and value of disputes referred to arbitration continuing to grow. Concurrently, the arbitration community has observed a number of fresh trends and developments...

 

SPECIAL REPORT

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Mergers & acquisitions

Dealmakers seem generally optimistic that the number of mergers & acquisitions (M&A) will increase over the next 12 months. Indeed, many companies are sending strong signals that they intend to aim for bigger deal targets in 2018, with cash...

FORUM: M&A in the telecommunications sector

FW moderates a discussion on M&A in the telecommunications sector between Mathias Elspass at Clifford Chance, Sandeep Mehta at J. Sagar Associates, Daniel Francisco Di Paola at Marval O’Farrell & Mairal, Oliver Stacey at Norton Rose Fulbright LLP, and Michael J. Young at Reed Smith LLP.

The new roadblock to cross-border M&A in an ever-more globalised world

Gibson, Dunn & Crutcher LLP As if it was not already tough enough to get a complex cross-border deal done. Differences in valuation and pricing, legal pitfalls associated with the targeted business, financing and the conditions thereof as well as merger control...

How to address corruption and compliance issues in global M&A transactions

Jones Day With the increased enforcement in the last decade of violations of the US Foreign Corrupt Practices Act (FCPA) by the Department of Justice (DOJ) and the US Securities and Exchange Commission (SEC), as well as the enactment and enforcement...

W&I insurance as a regular transaction element

Hogan Lovells International LLP European M&A markets posted significant growth (14 percent) in terms of overall deal volume in 2017, and so far there are no indications of a significant slowdown in 2018. Within a strong overall environment, Germany continued to outperform...

Mind the gap: negotiating representations & warranties in the context of M&A in India

Platinum Partners As M&A transactions become more sophisticated in India, representations, warranties and indemnity clauses remain the most extensively-negotiated clauses. Buyers and sellers negotiate exhaustive lists of representations and warranties...

Argentina, finally in the investors’ loop?

Marval O’Farrell & Mairal After a decade of isolation and increasing economic regulation, presidential elections at the end of 2015 led to a significant change in Argentina’s business environment. The success of the coalition ‘Cambiemos’ in the 2017 mid-term elections was...

Impact of new LLC law on M&A in Ukraine

CMS On 6 February 2018, the Ukrainian parliament took a final vote and approved a new law on limited liability companies (LLCs) and additional liability companies. This final vote followed more than two and half years of preparatory work aimed at changing the...

Material asset restructuring (MAR) in Chinese outbound investments

Clifford Chance Deutschland LLP Outbound investment is a challenging undertaking for any Chinese company. If a Chinese investor is a listed company, and the target business is of a substantive nature compared to the assets and value of the Chinese investor itself, the acquisition is even...

Recent developments in Australia’s ‘truth in takeovers’ policy

Herbert Smith Freehills Under Australia’s ‘truth in takeovers’ policy, both the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel will expect bidders, targets and shareholders to adhere to public statements that they will do, or not do...

Executing well – managing legal transaction risk in M&A

MinterEllisonRuddWatts M&A transactions are designed to serve a strategy of generating value, whether as part of a growth or exit plan. Managing transaction risks in these types of transactions is key to successfully executing that strategy. Attitudes of buyers and sellers on...

 

TALKINGpoint

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IFRS 16

FW moderates a discussion on IFRS 16 between Markus Kreher, Sai Venkateshwaran, Michelle Gibbs and Ruben Rog at KPMG.

Patents and trademarks in 2018

FW moderates a discussion on patents and trademarks in 2018 between Josep Montefusco at Clifford Chance, S.L.P., Douglas Sharrott at Fitzpatrick, Cella, Harper & Scinto, Bernardo Herrerias at Hogan Lovells, Abigail Woolhouse at Stratagem IPM Ltd, and Helen Cheng at Zhong Lun Law Firm.

 

LEGALreview

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Impact of the Network and Information Security Directive

FW moderates a discussion on the impact of the Network and Information Security Directive between Simon Shooter, Shima Abbady, Roberto Camilli, Alexander Duisberg, and Stéphane Leriche at Bird & Bird.

 

DEALfront

mergers & acquisitions

Global M&A activity hits record high

2017 was a bumper year for global dealmaking and 2018 has maintained the momentum, according to Mergermarket’s ‘Q1 2018 Global M&A Report’. The first quarter of 2018 saw global activity reach a 17-year high, with 3774 announced deals, totalling...

Novartis agrees $8.7bn AveXis deal

In a deal that is expected to enhance its status as a gene therapy and neuroscience company leader, Swiss multinational pharmaceutical company Novartis International has entered into an agreement and plan of merger with US-based AveXis, Inc...

private equity & venture capital

Verifone to go private for $3.4bn

Payments technology company Verifone Systems Inc is to be taken private by an investor group led by private equity firm Francisco Partners in a $3.4bn cash deal. Under the terms of the agreement, which has been unanimously approved by the Verifone...

Advent in talks with Sanofi to acquire Zentiva in €1.9bn deal

In a €1.9bn deal that would create a new and independent generics leader, private equity (PE) investor Advent International is in talks with global biopharmaceutical company Sanofi to acquire Zentiva, the firm’s European generics business...

bankruptcy & corporate restructuring

Breitburn completes Chapter 11 process, becomes Maverick

After nearly two years, Breitburn Energy Partners has wrapped up its long-running Chapter 11 reorganisation, emerging as the newly formed Maverick Natural Resources LLC, under the management of private equity group...

Seadrill receives approval for bankruptcy exit plan

Another casualty of the continued downturn in the oil and gas industry, global offshore oil and gas drilling company Seadrill Limited received court approval for its plan to restructure its finances and rid itself of billions of dollars of debt. Confirmed by the...



CONTRIBUTORS

American Arbitration Association

Bird & Bird

Cadwalader, Wickersham & Taft LLP

Clifford Chance

CMS

Fitzpatrick, Cella, Harper & Scinto

FLV & Associés

Gibson, Dunn & Crutcher LLP

Herbert Smith Freehills

HFW

Hogan Lovells

J. Sagar Associates

Jones Day

KPMG

Marval O’Farrell & Mairal

MinterEllisonRuddWatts

Norton Rose Fulbright LLP

Platinum Partners

Reed Smith LLP

Rio Tinto

Stratagem IPM Ltd

Von Wobeser y Sierra

Zhong Lun Law Firm


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