MAGAZINE

February 2017 Issue

Financier Worldwide Magazine


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COVER STORY

Unlocking cross-border M&A and JV deal opportunities

Unlocking cross-border deal opportunities via mergers & acquisitions (M&A) and joint venture (JV) activities can be both lucrative and risky for companies – an undertaking that walks the fine line between success and failure...

 

FEATURES

Innovation via the regulatory sandbox

The ability to innovate requires a diversity of skills and a looking for the light bulb mindset, not to mention time and space in which ideas can be explored and possibilities unlocked. Happily, an initiative designed to do just that...

Future of Dodd-Frank

The Dodd-Frank Act, as well as the Volker Rule and other landmark pieces of financial services regulation, have had a huge influence on the financial industry since their implementation. Though many of the measures introduced have been...

Designing company culture

The importance of corporate culture cannot be underestimated. In light of the increasingly stringent regulatory climate in which modern firms operate, companies must ensure that they reinforce their corporate culture, not only to satisfy the demands...

Enhancing anti-bribery and corruption programmes

Given the regulatory pressures companies find themselves under today, they cannot afford to neglect anti-bribery and corruption requirements. The most effective way to fight corporate corruption is to design, implement and...

Renewable energy in Canada

Canada, with its diversified geography of long coastlines and vast land mass, is blessed with a wealth of natural resources – a trove which has served to make the nation a leader in the generation of renewable energy, ranking fourth in the world...

 

ROUNDTABLE

Transfer pricing

THE PANELLISTS: Eduardo Gracia, Ashurst; Justin Radziewicz, Duff and Phelps; Ruth Steedman, FTI Consulting; Fabio Gaspar, Shell Brasil Petróleo Ltda.; Aaron Okin, Skadden, Arps, Slate, Meagher & Flom LLP; and Liz Chien, International Tax Attorney.

Transfer pricing has evolved beyond its once esoteric reputation to become a key discipline for companies confronted with a proliferation of rules and regulations, not to mention a considerable uptick in tax authority scrutiny. With developments...

 

SPECIAL REPORT

Corporate fraud & corruption

The spectre of fraud and corruption – be it insider trading, money laundering, bribery or the embezzlement and misappropriation of corporate assets – seems to pervade the corporate world like a plague. It is certainly a major bugbear for...

FORUM: Financial institutions – managing and mitigating fraud and financial crime

FW moderates a discussion on managing and mitigating fraud and financial crime for financial institutions between Garry W.G. Clement at the Clement Advisory Group, José Bonilla at Jones Day, Amy Van Gelder at Skadden, Arps, Slate, Meagher & Flom LLP, and Amparo Zabala at Zurich.

The Committee of Sponsoring Organizations returns to its fraud roots after 30 years

Cotton & Company LLP The Committee of Sponsoring Organizations (COSO) Internal Control – Integrated Framework (originally published in 1992) has done more to improve organisational accountability than anything since Luca Pacioli invented double-entry bookkeeping...

Great internal controls and then it happens – fraud

Elliott Davis Decosimo Even the most comprehensive internal control structure cannot guarantee fraud prevention. All internal control structures have certain fundamental limitations; judgment considerations, breakdowns, management override, materiality...

Fraud prevention and detection – focus on the technological trend

Jones Day How much loss could fraud cause? According to a report from the Association of Certified Fraud Examiners (ACFE), which contains an analysis of 2410 cases from January 2014 to October 2015, it is estimated that fraud could cause losses totalling...

M&A and FCPA due diligence – the stakes are high

Klink & Co. The stakes are high when orchestrating an acquisition or retaining third parties to represent your business, especially outside the US. The lack of proper due diligence can cost an organisation money and reputation. For example, in 2016, 27 companies...

Stealing the corporate ladder: preventing, detecting and investigating occupational fraud at all levels

McHard Accounting Consulting LLC Each year, Fortune magazine lists the 500 most profitable US corporations – known as the Fortune 500. In 2016, these companies represent about $12 trillion in revenue. The Association of Certified Fraud Examiners (ACFE) estimates in its 2016...

Through a glass darkly: plumbing the depths of privilege in corporate internal investigation interviews

Dechert LLP The days that unfounded or exaggerated claims to legal professional privilege in UK corporate investigations into economic crime pass unchallenged are well and truly over. Alun Milford, UK Serious Fraud Office (SFO) general counsel...

Developments in corporate criminal liability

Arnold & Porter Kaye Scholer LLP Corporate criminal liability is in a deeply unsatisfactory state. The law attaches criminal liability to companies in two completely separate ways. The first of these, and the most longstanding, is the ‘directing mind’ route. The second is through...

Plea agreements in Brazil: concept, procedures and impact on corruption cases

Torres Falavigna Advogados So-called plea agreements, or in Portuguese, colaboração premiada, are not new in the Brazilian legal framework. However, they gained strength with the enactment of Law 12.850/2013 and notoriety during the Car Wash Probe...

US trade compliance – recent changes and changes to come?

Akrivis Law Group PLLC 2016 was a pivotal year for US trade compliance, which has enjoyed a vastly expanded role in the planning and legal strategies of not only US, but foreign companies over the past decade. Key changes in the US’ sanctions...

 

DEALfront

mergers & acquisitions

Twenty-First Century Fox and Sky agree $14.6bn deal

Creating a global leader in content creation and distribution, US multinational mass media corporation, Twenty-First Century Fox, Inc., and the UK’s largest pay-TV network, Sky plc, agreed a deal that will see Fox take over Sky for $14.6bn...

Asahi Group to buy InBev beer brands for $7.8bn

Asahi Group Holdings Ltd, the 12th largest brewer in the world, is to acquire five Eastern European beer brands from brewery giant Anheuser-Busch InBev for $7.8bn. The deal is expected to close in the first half of 2017, subject to customary...

private equity & venture capital

KKR offers $5.5bn for Tatts Group

In a move that has the potential to lead to a bidding war, US multinational private equity firm, KKR & Co, has announced that it is part of a consortium offering to buy Australian betting and lotteries business Tatts Group Limited for $5.5bn...

Lonza Group AG to buy Capsugel from KKR & Co for $5.5bn

Lonza Group AG agreed to acquire Capsugel, a New Jersey-based maker of drug capsules, from private equity giant KKR & Co., in a deal valued at $3.5bn, excluding debt refinancing of around $2bn. According to a statement announcing the...

bankruptcy & corporate restructuring

Ecovix files for Brazilian bankruptcy

With outstanding debts of $2.4bn and only a “residual” amount of cash, Brazilian shipbuilder Engevix Construcoes Oceanicas (Ecovix) filed for bankruptcy protection from creditors in a federal commercial court in the southern state of...

Energy Future exit hearing set for February

The hearing to confirm the Chapter 11 bankruptcy plan of US power giant Energy Future Holdings Corp will begin in February after the company’s previously scheduled hearing was delayed in December. The court will also decide upon...

 

PROFESSIONALinsight

Banking & Finance

When does maintaining a correspondent bank account in New York correspond to jurisdiction?

Baker Hostetler LLP When does maintaining a correspondent banking relationship in New York by a foreign bank lead to jurisdiction over the foreign bank in New York? The New York Court of Appeals addressed this precise question in November 2016 in a 4-3...

What does 2017 hold for FinTech?

Pillsbury Winthrop Shaw Pittman LLP For all the events the world over, 2016 was a mixed year for FinTech. On the one hand, innovation and the development of new technologies were given a significant fillip by the launch of the ‘regulatory sandbox’ by the Financial...

Attracting FinTech – second thoughts

Cuatrecasas The Spanish National Securities Market Commission (CNMV) made headlines in late 2016 by announcing plans to implement facilities to turn Spain into a friendlier destination for financial intermediaries considering a post-Brexit...

Unitranche – debt funds and banks as new finance partners

Freshfields Bruckhaus Deringer LLP The number and scope of unitranche financings has continually increased over the last few years. Unitranches are, to some extent, comparable with equity financing. Due to this, they were initially only offered by debt funds. However, several banks...

Data Privacy

General Data Protection Regulation – how to prepare your business

JAG Shaw Baker The new General Data Protection Regulation (GDPR), adopted in April 2016, will unify the different European data protection laws into one single law. This means that businesses will benefit from the consistency of one law across the...

Within sight: a new mandatory notification of data breaches scheme for Australia?

MinterEllison Australia finally looks set to introduce a new scheme requiring the mandatory notification of eligible data breaches to both the privacy regulator and affected individuals. While the voluntary notification of data breaches to the privacy regulator and...

 

SPOTlight

A roadmap for success in going-private transactions

Willkie Farr & Gallagher LLP Shareholder litigation challenging major corporate transactions remains prevalent. Recent landmark court decisions in Delaware and New York state courts have resulted in a seismic shift for defending going-private transactions against litigation...

Litigation update regarding DTSA

Holland & Knight The Defend Trade Secrets Act (DTSA) created the long awaited federal jurisdiction for trade secret theft and provided access to the federal courts for trade secret litigants. President Obama signed the DTSA into law in May 2016 after the Senate...

Challenging times for the competitiveness of Canada’s oil & gas industry: the ‘green energy’ imperative

Burnet, Duckworth & Palmer LLP 2017 marks a new era for the Canadian oil & gas industry as the policy preferences of the recently elected centre left Liberal Party at the federal level, coupled with the unprecedented election of the left leaning New Democratic Party (NDP) in Alberta...



CONTRIBUTORS

Akrivis Law Group PLLC

Arnold & Porter Kaye Scholer LLP

Ashurst

Baker Hostetler LLP

Burnet, Duckworth & Palmer LLP

Cotton & Company LLP

Cuatrecasas

Dechert LLP

Duff and Phelps

Elliott Davis Decosimo

Freshfields Bruckhaus Deringer LLP

FTI Consulting

Holland & Knight

JAG Shaw Baker

Jones Day

Klink & Co.

McHard Accounting Consulting LLC

MinterEllison

Pillsbury Winthrop Shaw Pittman LLP

Shell Brasil Petróleo Ltda.

Skadden, Arps, Slate, Meagher & Flom LLP

Torres Falavigna Advogados

Willkie Farr & Gallagher LLP


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