MAGAZINE
May 2017 Issue
Financier Worldwide Magazine
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COVER STORY
Understanding the Defend Trade Secrets Act
Trade secrets, like all intellectual property (IP) drive profitability and generate jobs, and should be afforded the same respect and protection as any other asset, be it real estate or a key member of senior management...
FEATURES
PE in Canada: the state of the industry
“The world right now is awash with private equity (PE) money,” said Cameron Belsher, leader of the mergers and acquisitions group at McCarthy Tétrault LLP, just a few short months ago – an assessment that certainly reflects...
Game changer: the countdown to PSD2
A game changer. That is how many in the payments industry are describing the forthcoming Payment Services Directive (PSD2) – revised legislation scheduled for implementation across European Union (EU) member states...
One critical element of today’s business landscape is paying attention to antitrust and competition issues – an especially acute concern given the increasing prevalence of cross-border components in transactions and...
Patent litigation in the pharma and biotech sphere
Intangible assets, such as patents and trademarks, are key drivers of value in the biotech and pharmaceutical industries. Protecting and enforcing patents can be a difficult task, but it is a challenge which must be met. As evidenced by the...
Third-party funding in international commercial arbitration
Though parties commit a great deal of resources to ensuring their contracts are fair and amicable, commercial disputes will always occur. Resolving these disputes can be expensive and time consuming, and while litigation is an established...
ROUNDTABLE
Data protection & privacy laws
THE MODERATOR: Sam Pfeifle, IAPP. THE PANELLISTS: Dr Jochen Lehmann, GÖRG; Bret S. Cohen, Hogan Lovells; John Howie, Huawei; Jeff Bullwinkel, Microsoft Asia Pacific & Japan; and Jessica N. Cohen, Skadden, Arps, Slate, Meagher & Flom LLP.
Data protection and privacy concerns rank among the most pressing issues of our age, with accompanying laws attaining an ever-increasing level of importance. Certainly, new cyber security and data protection regulations issued by the New...
SPECIAL REPORT
Today’s complex business world is rife with any number of challenging scenarios and environments. These include cyber security threats, the economic outlook, financial management and regulatory compliance, among many others. Against this backdrop...
FORUM: CEO challenges in 2017: risk and transformation
FW moderates a discussion on risk and transformation challenges for CEOs in 2017, between Maggie Wilderotter at Grand Reserve Inn, Dr Horst J. Kayser at Siemens AG, and Susan Stautberg at the WomenCorporateDirectors Foundation.
Is it worth having good governance?
ACCA Global At a recent meeting, someone said that good corporate governance is good for companies. Despite it being quite a familiar phrase about the subject, immediately there were questions if this claim has been statistically proved...
Black Diamond Associates In January 2017, the US Environmental Protection Agency (EPA) reached the third of three partial settlements with Volkswagen AG, Audi AG, Dr. Ing. h.c. F. Porsche AG, Volkswagen Group of America, Inc., Volkswagen Group of America...
A moral compass: a guide for leaders
Frank C. Bucaro & Associates Leaders need to understand, first, that compliance and ethics are not the same. Compliance is the letter of the law and ethics is the spirit of the law. They are different although relatable – but not interchangeable. They need to complement each other...
Effective governance for a family enterprise
Continuity, LLC Once a family enterprise reaches a certain level of complexity – beyond the ‘mom and pop’ stage or lifestyle business – decision-making and planning often become exceedingly difficult or fraught with conflict. For these firms...
What makes some organisations great at compliance?
Klink & Co., Inc. For those who want to do right, and focus on compliant conduct for employees and business partners, this can mean more profits, less headaches and better business results. This article discusses the benefits of having robust...
Board succession planning – essential to board effectiveness
Korn Ferry Back in the days when directors were hand-picked by chief executives (CEOs), the composition of boards was not of particular interest or relevance. But board independence has come a long way in the last couple of decades. Boards are now...
Opportunities and risks faced by independent non-executive directors in Hong Kong
Reed Smith Richards Butler It is increasingly recognised across jurisdictions as a matter of good corporate governance and effective boards that independent non-executive directors play essential roles in the boardroom. Since 2012, recognising that a strong...
Toffoletto De Luca Tamajo e Soci Clear principles on the governance and structure of the remuneration policies of board members and top managers have become, since the financial crisis of 2007-2008, an important means by which to operate an effective...
DEALfront
mergers & acquisitions
Intel buys Mobileye in $15bn deal
In a deal combining technology and talent designed to accelerate the future of autonomous driving, Intel Corporation is to acquire Mobileye N.V. for approximately $15bn. Under the terms of the definitive agreement, a subsidiary of Intel will...
Akzo rejects $22bn offer, will pursue spin offs
Dutch paints and coatings manufacturer AkzoNobel NV rejected two unsolicited offers from US rival PPG Industries Inc in March, saying that the firm hoped to “unlock value” in other ways, chiefly by spinning off its chemicals unit...
private equity & venture capital
KKR and CDPQ to buy USI Insurance Services for $4.3bn
Private equity (PE) firm KKR and Canadian pension fund Caisse de dépôt et placement du Québec (CDPQ) have announced their intention to jointly acquire USI Insurance Services (USI) from Onex Corporation and its affiliates in a transaction...
Sealed Air to sell Diversey Care to Bain Capital for $3.2bn
Following weeks of speculation, packaging manufacturer Sealed Air has agreed to sell its Diversey Care unit, as well as the food hygiene and cleaning business within its food care division, to private equity giant Bain Capital, in a deal worth around...
bankruptcy & corporate restructuring
Westinghouse Electric files for Chapter 11
Following the loss of billions of dollars due to severe difficulties with a number of key projects, US nuclear company Westinghouse Electric Company (WEC) has resolved to file for a voluntary petition for relief under Chapter 11 of the US Bankruptcy Code...
RadioShack files for Chapter 11 protection again
For the second time in a little over two years, storied American electronics retail chain RadioShack Corp has filed for Chapter 11 bankruptcy protection amid an increasingly difficult retail landscape.The company filed for bankruptcy in March, listing assets...
LEGAL®ulatory
Fraud & Corruption
When compliance policies fail: addressing the monitoring deficit
McCarthy Tétrault LLP Many companies are finally ‘getting it’ when it comes to anti-corruption compliance. Nonetheless, whether it is in the due diligence review of a partner or potential acquisition target, conducting internal investigations, or defending organisations...
Employee fiduciary responsibility and fraud
Elliott Davis Decosimo One challenge that fraud investigators face is the ability to report all of the facts when the fraudulent activity is pervasive with multiple schemes occurring simultaneously. The question of an employee’s fiduciary responsibility to their employer...
Preventing expense reimbursement fraud: building a solid foundation
McHard Accounting Consulting LLC In 2014, a pair of former executives from the US pleaded guilty to defrauding their employer of $1m. The married couple had held various executive positions at an organisation with offices in the US and the UK. Their scheme ran for over seven...
Fraud is flourishing: Canada’s regulatory patchwork paves way for financial crimes
Bennett Jones LLP Fraud is alive and well in Canada. It is thriving and fraudsters are innovating. The ongoing boom in white-collar crime is partly the result of Canada’s lack of a uniform regulatory system and ineffective law enforcement...
Rolls-Royce – a case study on the inappropriate use of third party intermediaries
CCG Legal On 17 January 2017, the UK Serious Fraud Office (SFO) announced that it had entered into a deferred prosecution agreement (DPA) with Rolls-Royce Plc and its subsidiary, Rolls-Royce Energy Systems Inc (RRESI), to the sum of...
SPOTlight
M&A in biopharma – why bigger is not better
Catenion Numerous studies by academics and consultants demonstrate that M&A, on average, destroys value. A recent study performed on the Russell 3000 index from 2001 to 2013 shows that most M&A is dilutive to earnings growth over an extended period...
The European Commission’s new proposals on banks’ loss absorbing capacity: too big to fail?
Freshfields Bruckhaus Deringer LLP In response to the 2008 financial crisis that led to government bail-outs of banks around the world, major reforms have been undertaken, at both a European and global level, to remove the implicit state subsidy of systemic banks...
Distressed investing 2017: caveat emptor
Peter J Solomon Company Distressed investment performance, with few exceptions, has been very strong over the eight years since the collapse of the financial sector in 2008. Fund indices have been up well over 200 percent during this period. Recognising that trailing averages...
Holland & Knight Shipping a single component of a patented invention outside the US will not create patent liability within the US under § 271(f)(1) of the US Patent Act because, as the US Supreme Court recently held, a single component of an invention does...
Leaping to the quantum: known unknowns in damage calculation
GST LLP An attentive review of the investment arbitration decisions, dealing with the calculation of damages for breaches of treaty protections, both new and old, will reveal that an unsettling number of tribunals have reduced the legal...
Sanctions compliance and enforcement – a global update
Reed Smith 2017 promises to be an interesting year for US and European Union (EU) sanctions enforcement. The new US administration has stated that it is reconsidering the recent easing of sanctions against Iran and Cuba and many are speculating about the...
CONTRIBUTORS
ACCA Global
Bennett Jones LLP
Black Diamond Associates
Catenion
CCG Legal
Continuity, LLC
Elliott Davis Decosimo
Frank C. Bucaro & Associates
Freshfields Bruckhaus Deringer LLP
GÖRG
GST LLP
Hogan Lovells
Holland & Knight
Huawei
IAPP
Klink & Co., Inc.
Korn Ferry
McCarthy Tétrault LLP
McHard Accounting Consulting LLC
Microsoft Asia Pacific & Japan; and Jessica N. Cohen,
Peter J Solomon Company
Reed Smith Richards Butler
Siemens AG
Skadden, Arps, Slate, Meagher & Flom LLP.
Toffoletto De Luca Tamajo e Soci
WomenCorporateDirectors Foundation