March 2014 Issue

Financier Worldwide Magazine

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Building successful joint ventures

Companies and investors are increasingly looking beyond the traditional acquisition and disposal model of M&A, and using joint ventures and partnerships to achieve their objectives. Joint ventures can be a rapid and effective mechanism for growth, enabling easy access to new...



Mixed fortunes for M&A in 2013

Global M&A deal volume was up 9 percent in 2013 compared to the previous year, according to data released by Dealogic, however deal activity actually decreased by 15 percent year on year. The overwhelming majority of that deal volume was registered in the first three quarters of...

Big pharma M&A in 2014

For big pharma, 2013 was supposed to be a big year. To keep pace with the overall drug market, big pharma companies were expected to carry out a number of large, high profile acquisitions. However, in reality the year was something of a disappointment. A lack of significant...

PE firms enjoy a productive 2013

The private equity (PE) industry enjoyed a productive and prosperous 2013, seeing an increase in fundraising as well as an improvement in the IPO market. According to data from research and consultancy firm Preqin Ltd, PE fundraising globally reached $431bn in 2013,...

The Brazilian Clean Companies Act

Over the last 20 years, globalisation and enhanced international commercial activity has heightened the need for strong laws and safeguards for both individuals and commercial entities. Accordingly, anti-bribery and corruption measures and enforcement have intensified across the...

MINT countries to be next economic giants?

In 2001, when many economists and theorists were searching for a way to define the next period in global economic development, Jim O’Neil, head of global economics research at Goldman Sachs, first coined the term ‘BRIC’. Referring to Brazil, Russia, India and...




Developing effective compliance strategies

THE PANELLISTS: Mark Miller, Baker Botts L.L.P.; Tim C. Mazur, Ethics & Compliance Officer Association (ECOA)Mike Ritchie, KPMGEllen Zimiles, Navigant ConsultingLaurent Zylberberg, OrangeMarshall Smith, Starbucks Coffee CompanyKathlyn Farrell, Treliant Risk Advisors, LLC; and Ellen J. Odoner, Weil, Gotshal & Manges LLP.

All organisations face increasing ethics and compliance demands, and even the most sophisticated businesses may struggle to maintain compliance with today’s growing multitude of regulations. The risks that corporations face change frequently and sometimes with dramatic speed....




Global restructuring & insolvency

The worst global recession in generations failed to produce the amount of insolvency work predicted, with lenders are still inclined to maintain their more valuable clients through re-financings and out of court restructurings. Restructuring and insolvency lawyers, however, are...

FORUM: Pre-insolvency reorganisation and restructuring

FW moderates a discussion on pre-insolvency reorganisation and restructuring between Simon Granger at FTI Consulting, Elaine Nolan at Kirkland & Ellis, and Van Durrer at Skadden, Arps, Slate, Meagher & Flom.

US bankruptcy courts may advance the global scope of cross-border insolvency proceedings

Jones Day With the increasing global nature of insolvency proceedings, an important criterion of a successful cross-border reorganisation is whether the company’s plan of reorganisation and orders obtained under one country’s insolvency laws will be recognised internationally and...

Comity and drama: current trends in cross-border insolvencies

Davis Polk & Wardwell LLP In November 1991, Robert Maxwell – the larger-than-life publishing magnate – mysteriously drowned alongside his yacht. Within months of Maxwell’s death, his media empire had collapsed after it became clear that the enterprise was insolvent. But the company faced a...

Better watch your assets in bankruptcy sales

O’Melveny & Myers LLP Over the past several years, many companies have restructured in bankruptcy proceedings through ‘free and clear’ asset sales. Free and clear asset sales under the Bankruptcy Code give a buyer the opportunity to acquire a seller’s assets – and often...

Open auction v. sealed tender distressed sales processes: which is better and when?

Davies Ward Phillips & Vineberg LLP In an insolvency, the main goal of any sales process ought to be the maximisation of the net realisable value of the assets over some relatively reasonable period of time. In North America, such sales processes have historically been predominantly sealed tender in Canada while the...

Schemes of Arrangement: flexible, global and here to stay

Willkie Farr & Gallagher (UK) LLP Over some 150 years of use, the English scheme of arrangement has become a well established restructuring mechanism used in a variety of contexts, notably to write off debt in a broadly tax neutral manner, and to effect debt for equity swaps and debt instrument exchanges. But the...

Shareholder loans under German insolvency law

Hogan Lovells The statutory provisions of German insolvency law concerning the subordination of shareholder loans were subject to a fundamental reform in 2008. Following the reform, a number of questions concerning the scope and range of the new provisions became controversial and have been subject to...

Cram down in Australia – does it work?

Ashurst The emergence in recent times of a flourishing secondary debt market in Australia has brought with it sophisticated offshore distressed investors with experience in the more established markets of Europe and North America. In both the UK and US there are mechanisms available for...



mergers & acquisitions

Suntory Holdings to buy Beam for $16bn

Avago Technologies Limited announced in December that it had agreed to acquire storage and networking company LSI Corporation for $11.15 per share in an all cash transaction valued at $6.6bn.  The agreed price represents a 40 percent premium on San Jose, California...

Liberty Global to finally acquire Ziggo

After a nearly 10 month battle, Liberty Global finally announced in January that it has agreed to acquire Dutch cable television operator Ziggo in a deal worth an estimated $13.7bn including debt.  The deal came after Ziggo rejected an offer from Liberty in October...

private equity & venture capital

KKR acquires majority stake in Sedgwick Claims Management

Private equity (PE) firm KKR & Co LLP announced in January that it had agreed to acquire a majority stake in Sedgwick Claims Management Services, a provider of insurance claims processing, for $2.4bn.  Under the terms of the deal, KKR will take control of the.

CEC Entertainment sold to Apollo Global Management

Private Private equity powerhouse Apollo Global Management LLC announced in January that it had agreed to acquire CEC Entertainment Inc for $1.3bn in cash, including the assumption of debt. CEC, based in Irving, Texas, is believed to have debts of around $370m. The...

bankruptcy & corporate restructuring

Cengage Learning to exit bankruptcy protection

Business bankruptcies fell to their lowest level since 2006 last year, dropping 24 percent according to data held by the American Bankruptcy Institute (ABI). In total, bankruptcies by businesses and individuals fell by 13 percent. Bankruptcy filings for both...

Freedom Industries files for Chapter 11 bankruptcy

Freedom Industries Inc, the chemical manufacturer whose leaky storage tank polluted the Elk River in West Virginia, filed for Chapter 11 bankruptcy protection in January to cope with the cost of the number of lawsuits that were subsequently filed against the company...



Mergers & Acquisitions

The value of data assets in a US M&A deal: three key questions to ask

Hogan Lovells Data is a valuable asset in the information economy. Companies have only recently begun to unlock that value to capitalise on some of the biggest opportunities in the marketplace today, including cloud computing, big data and analytics, social networking, globalisation and ecommerce...

Financing acquisitions in Canada: keep your eye on the CAD

Goodmans LLP Companies often approach a Canadian acquisition with a reasonable degree of comfort, believing correctly that the Canadian legal and financial environment is similar to the US. While this is true in many ways, there are a number of unique aspects and one that deserves early...


Finance & Investment

Crowdfunding for the masses: the birth of crowdfunding portals

Day Pitney LLP While both startups seeking capital and investors on the prowl for the next big thing have been quick to endorse equity crowdfunding, there’s a third group that sees exciting opportunities in this new capital fundraising scheme: prospective funding portals. This year,...

Corporate financing for small and medium-sized companies: Alternative Spanish Fixed-Income Market

Cuatrecasas Gonçalves Pereira The Alternative Spanish Fixed-Income Market (Mercado Alternativo de Renta Fija, ‘MARF’) was launched in May 2013 by the Spanish exchange market operator (Bolsas y Mercados Españoles, ‘BME’) through AIAF, Mercado de Renta...


Risk Management

Cyber security: is the draft NIS Directive doomed to change after the NSA scandal?

Cugia Cuomo & Associati Following the Snowden leaks, on 11 December 2013 the European Union Agency for Network and Information Security (ENISA) released its ‘Overview of current and emerging cyber-threats’ (ENISA Threat Landscape 2013), which found that cyber threats have gone mobile and...

Information security challenges for banking institutions in Mexico

Sánchez DeVanny Esseverri, S.C. As a consequence of the recent implementation of the Federal Data Privacy law and its Regulations (the ‘Privacy Laws’), almost all foreign entities doing business in Mexico had to develop or adjust applicable privacy and information security standards and policies...


Fraud & Corruption

Recent antitrust and anti-bribery investigations in China

Jun He There have been new trends of active law enforcement in China in various sectors since the new leadership and administration took the helm in early 2013. In particular, during the past year, we have seen several high-profile and major government investigations with respect to...

The Brazilian Clean Company Act comes into effect

KLA-Koury Lopes Advogados Corruption is a worldwide plague that causes serious harm to the economy, business and society as a whole, given that the sums of money diverted by the few could benefit many people.  A study published by the powerful Federation of the Industries of the State of...



Pending patent reform is a critical step in reforming US patent litigation

Holland & Knight LLP Litigation-based patent reform is coming to the United States, and it will be good for businesses across industries. The 2011 America Invents Act (AIA) worked significant changes to the patent process and created valuable Patent Office-based post-grant review proceedings. But the...

OECD: the automatic exchange of information – another burden without benefits for financial institutions

International KYC In 2008 the United States became aware that a number of American nationals were evading US taxes by placing their money in offshore bank accounts. UBS, a Swiss bank, offered Americans to hold their money in Swiss bank accounts with the assurance that these accounts would be off...



Baker Botts L.L.P.

Cuatrecasas Gonçalves Pereira

Cugia Cuomo & Associati

Davies Ward Phillips & Vineberg LLP

Davis Polk & Wardwell LLP

Day Pitney LLP

Ethics & Compliance Officer Association (ECOA)

FTI Consulting

Goodmans LLP

Hogan Lovells

Holland & Knight LLP

International KYC

Jones Day

Jun He

Kirkland & Ellis

KLA-Koury Lopes Advogados


Navigant Consulting

O’Melveny & Myers LLP


Sánchez DeVanny Esseverri, S.C.

Skadden, Arps, Slate, Meagher & Flom

Starbucks Coffee Company

Treliant Risk Advisors, LLC

Weil, Gotshal & Manges LLP

Willkie Farr & Gallagher (UK) LLP

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