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MAGAZINE

October 2019 Issue

Financier Worldwide Magazine


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COVER STORY

Maximising value with the ‘soft’ side of M&A

Pre, pending and post M&A deal, issues such as finance, IT systems and operations tend to receive the lion’s share of dealmakers’ attention. Less consideration, if any, is given to a transaction’s softer side, specifically, people and culture. As understandable as it is...

 

FEATURES

Navigating global merger control and regulatory challenges

A merger or acquisition may be scrutinised and blocked by the relevant competition authorities, whose job it is to protect competitive markets. These authorities have the power to block a merger outright, or to impose remedies which can be onerous and may impair...

Championing diversity in FinTech

A lack of diversity is a stick used to beat many organisations across many sectors, and financial technology (FinTech) is no exception. Indeed, at a time when the sector is clamouring to fill the roles that growth is generating, FinTech is recognised as having a diversity...

The good, the bad and the ugly of SSO

Though by no means a new concept, shared services organisations (SSOs) have become increasingly popular in recent years. According to a Chazey Partners report, 90 percent of Fortune 500 companies use shared services. The appeal of shared services...

Financial crime and the insurance industry

The insurance industry is open to abuse by criminals, including money launderers and terrorist financiers. Fraud and financial crime in the insurance space has risen sharply in recent years. According to PwC’s 2018 Global Economic Crime Survey, 62 percent...

The importance of being just: speaking up at work

The courage to speak up for what is right is a virtue that the majority of us like to believe we possess. When push comes to shove, however, many people end up looking the other way. Moreover, when a call to righteousness is made in a workplace context...

 

ROUNDTABLE

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Risks facing directors & officers

THE PANELLISTS: Thomas Bentz, Holland & Knight; Howard S. Suskin, Jenner & Block; Steven Hadwin, Norton Rose Fulbright LLP; Winston Hsiao, Skadden, Arps, Slate, Meagher & Flom LLP; Alan Wright, Tokio Marine HCC; Adrian Jenner, Zurich.

In an increasingly complex and interconnected business environment, the risks and potential liabilities facing directors & officers (D&Os) have expanded simultaneously. Today, D&Os may be held to account for instances of corruption and fraud...

 

SPECIAL REPORT

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Energy & natural resources

Q&A: Investment and finance for solar and storage

FW moderates a discussion on investment and finance for solar and storage between Dino E. Barajas at Akin Gump Strauss Hauer & Feld LLP, David Peill at BSR Energy, and Christian Hellmund at DWF Law LLP.

State intervention in energy markets to boost coal and nuclear power

R Street The last decade or so has seen several revolutions in the energy market. First came the rise of natural gas. Once assumed to be an eternally expensive fuel source, natural gas prices have fallen from highs above $12 per million BTUs in 2008 to between...

FERC commissioners at loggerheads over scope of greenhouse gas analysis in reviewing gas pipeline applications

Sullivan & Worcester LLP During the current US administration, a conflict has arisen at the Federal Energy Regulatory Commission (FERC) regarding the consideration of greenhouse gas (GHG) emissions and climate impacts in the natural gas pipeline approval process...

The growing influence of chemical risk evaluation on the M&A market

Bergeson & Campbell, P.C. In 2018, the global M&A market achieved a transaction volume of $4.1 trillion, the third highest year ever for M&A volumes. Divestitures, spin-offs and split-offs are essential to defining corporate identity, a key shareholder imperative. This brisk pace is expected...

The changing landscape of the Canadian oil and gas sector

Burnet, Duckworth & Palmer, LLP The fundamental landscape has changed for the Canadian oil and gas sector in the last five years. Between mid 2014 to early 2016, the price of West Texas Intermediate (WTI) crude oil dropped precipitously, from a high of more than US$100 per barrel...

Financing Ireland’s renewable energy future

Fieldfisher With new legislation and incentives, as well as some of the fastest average wind speeds in Europe, Ireland has emerged as a leading destination for international renewable energy investment. Domestic financing of Irish wind projects is well-established...

Risks and challenges in the mining and energy sectors: failure to obtain a ‘social licence to operate’ can threaten a project’s viability

Jeffer Mangels Butler & Mitchell LLP Multinational companies with long histories of worldwide commerce are finding that the global rulebook has changed and that the smallest group of stakeholders can halt a project, even after the usual due diligence is performed and major investments have been made...


TALKINGpoint

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Transactional risk insurance

FW moderates a discussion between Jeffrey Anderson, Wayne Datz, Andrew Belisle and Ryan Anderson at ASQ Underwriting on transactional risk insurance.

Impact of 3D printing on the chemicals industry

FW discusses the impact of 3D printing on the chemicals industry with Frank Jenner, global chemical industry leader at EY.

DEALfront

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mergers & acquisitions

Takeaway.com orders Just Eat

Dutch food delivery firm Takeaway.com has agreed to acquire Just Eat in a $10.1bn deal. The merger, should it be approved by the companies’ boards and shareholders, is expected to close by the end of 2019. The deal will see Just Eat investors receive...

EssilorLuxottica and GrandVision agree $8bn merger

In a merger which creates a truly global eyecare and eyewear company, French-Italian ophthalmic optics company EssilorLuxottica has acquired Dutch optical retailer GrandVision in an €8bn deal. EssilorLuxottica is acquiring GrandVision from Dutch private equity (PE)...

private equity & venture capital

LSEGG agrees $27bn deal for PE-backed Refinitiv

Private equity (PE) backed financial information provider Refinitiv is to be acquired by London Stock Exchange Group (LSEGG) in a deal worth $27bn, subject to regulatory and shareholder approval. The deal is expected to close in the second half of 2020. Under the terms...

Advent to acquire Cobham for $5bn

In a deal that values the UK defence and aerospace group at $5bn, Cobham Plc is to be acquired by US private equity (PE) firm Advent International. Under the terms of the acquisition, Cobham shareholders will receive 165 pence in cash for each Cobham...

bankruptcy & corporate restructuring

Philadelphia Energy files for Chapter 11 bankruptcy

Following explosions and a fire at its oil refinery that permanently closed operations, Philadelphia Energy Solutions Refining and Marketing LLC has filed for Chapter 11 bankruptcy protection. The filing by Philadelphia Energy, a subsidiary of the industrial and...

Stearns files for Chapter 11 bankruptcy

Stearns Holdings, the parent company of mortgage lender Stearns Lending, filed for Chapter 11 bankruptcy in July. To facilitate the filing, the company agreed with its majority equity holder, funds affiliated with Blackstone Group, to a significant restructuring plan...

SPOTlight

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Fiduciary duties of directors appointed by private equity firms: pitfalls and best practices

Quinn Emanuel Urquhart & Sullivan LLP It is a bedrock principal of Delaware law that a board of directors is responsible for managing the business and affairs of a corporation and that, in exercising that authority, the directors owe certain fiduciary duties to both the corporation and the corporation’s stockholders...

Net-short debt activism

Skadden, Arps, Slate, Meagher & Flom (UK) LLP Over the last few months, borrowers have taken a proactive approach in credit agreements and indentures in an attempt to disenfranchise and otherwise limit the activities of net-short debt activists. The typical playbook of a net-short debt activist involves...

Trump administration using a variety of measures to target Chinese tech companies

Gibson, Dunn & Crutcher LLP The broad targeting of Chinese trade with multiple rounds of tariffs may have the most significant effects on American markets and consumers. However, the Trump administration’s use of more targeted trade controls against specific Chinese entities has also had...

The myths of safe harbours in Africa’s transfer pricing landscape

MAERSK According to revised guidelines from the Organisation for Economic Co-operation and Development (OECD), safe harbour in a transfer pricing regime is a “provision in a country’s legislation that applies to a defined category of taxpayers or transactions”. Safe harbour exempts...

Recent developments in Delaware corporate law

McDermott, Will & Emery For more than a century, Delaware has been the preeminent jurisdiction for resolving business disputes and contests for corporate control. Delaware’s judiciary is well-known for its ability to promptly address complex issues and hand down decisions that corporations...

Enforcing foreign judgments in the United States: a practical primer

Nixon Peabody LLP There has been a proliferation of global commercial, financial and business disputes over the past few years. By necessity, these disputes are often heard in their countries of origin or in offshore jurisdictions where investment partnerships and global holding companies...



CONTRIBUTORS

Akin Gump Strauss Hauer & Feld LLP

ASQ Underwriting

Bergeson & Campbell, P.C.

BSR Energy

Burnet, Duckworth & Palmer, LLP

DWF Law LLP

EY

Fieldfisher

Gibson, Dunn & Crutcher LLP

Holland & Knight

Jeffer Mangels Butler & Mitchell LLP

Jenner & Block

MAERSK

McDermott, Will & Emery

Nixon Peabody LLP

Norton Rose Fulbright LLP

Quinn Emanuel Urquhart & Sullivan LLP

R Street

Skadden, Arps, Slate, Meagher & Flom LLP

Sullivan & Worcester LLP

Tokio Marine HCC

Zurich


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