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COVER STORY

Compliance catalyst: how CCOs are shaping business value

CCOs are expected to anticipate emerging regulatory risks across jurisdictions, translate legal requirements into actionable business guidance, collaborate cross-functionally to embed compliance into operations, and serve as trusted advisers to executive leadership and the board. Crucially, they must also prioritise value generation.

FEATURES

Paying for performance: earn-outs in M&A

With the cost of capital contributing to an increasingly uncertain market, earn-outs remain a vital mechanism for bridging valuation gaps – an essential tool in the deal structuring playbook.

Reforming the UK Senior Managers & Certification Regime

By aligning the regime with international standards, the government aims to foster growth and maintain high standards of accountability in financial services.

Behind the curve: automating European financial services

Financial automation has become a necessity. The expectation is growing that financial services firms will modernise their systems to meet both operational and regulatory demands.

Not easy being green: greenhushing on the rise

Greenhushing is becoming more prevalent among both corporates and investors. Despite their differences, greenwashing and greenhushing share a common trait: both distort the truth, albeit from opposite ends of the spectrum.

Appropriate measures: damages quantification in international arbitration

Quantifying an award for damages is no easy matter. In the context of international arbitration, quantification is a complex and dynamic field that demands expertise in financial principles, industry-specific challenges and ethical considerations.

WORLDWATCH

Responsible business

Companies across the globe face a variety of stakeholder expectations on responsible business conduct. While each company’s particular focus areas are unique, climate, forced labour and supply chain risk, as well as emerging regulatory requirements, are commonly included in responsible business programmes across a wide range of industries. FW moderates a discussion between Jill Shaw at A&L Goodbody LLP, Paul Dobson at Deloitte, Osama El-Bakry at Grant Thornton UAE, Alexandra Farmer at Kirkland & Ellis, Thomas King at Pinsent Masons, Sarah Marsh at PwC Canada, Gunther Dütsch at PwC Germany, and Heather Gagen at Travers Smith LLP.

SPECIAL REPORT

Healthcare & life sciences

Q&A: M&A in the healthcare and life sciences sector

Despite broader market volatility because of economic and political challenges, healthcare and life sciences remain among the most resilient sectors for M&A. FW discusses M&A in the healthcare and life sciences sector with Frank Aquila at Sullivan & Cromwell.

The high-stakes future of healthcare consolidation and regulation

Winston & Strawn Anticipating regulatory shifts and embedding compliance into strategy allows providers to withstand pressure and turn limitations into opportunities. Maintaining regulatory vigilance in tandem with the evolution of business development goals is key to successful enterprise risk management.

Adapting to legislative and policy changes in the life sciences sector

Ropes & Gray LLP Legislative and policy changes are rapidly transforming the healthcare and life sciences sectors, presenting both challenges and opportunities. Organisations that maintain a strong awareness of the evolving external policy environment and respond proactively will be best positioned to foster innovation, achieve better outcomes and manage costs effectively.

Update to the European rules on advertising medicinal products

King & Spalding The upcoming changes to the current advertising rules focus on refining the existing framework and codifying CJEU case law. None is revolutionary, but EU countries will have to adapt their national legislation, and pharmaceutical companies will have to update their materials, training and practices.

Recognition of the subjectivity of the concepts of personal data and pseudonymisation

Fieldfisher The Court of Justice of the European Union ruled on the concept of ‘pseudonymisation’, endorsing a subjective approach to assessing the identifiability of a data subject. This opens new perspectives for data reuse, particularly in the health sector, where secondary use is essential for both research and innovation.

Why intellectual property due diligence matters

Stratagem IPM Limited For finance professionals interested in funding or acquiring innovative businesses, understanding the IP strategy and verifying the IP portfolio is essential during the deep dive into a target’s affairs. Properly considering IP during the process not only mitigates risks but can also uncover opportunities that enhance deal value.

Q&A: Drug and medical device litigation

The direction of the FDA and other federal agencies may lead to increased litigation as to vaccines and other medical products that have long been considered safe and effective. FW discusses drug and medical device litigation with Christian Di Mauro at Hogan Lovells Studio Legale, Eric Alexander at Holland & Knight LLP and Alison Dennis at Taylor Wessing.

TALKINGpoint

Evolving M&A valuations: rethinking value in a shifting market

Innovative deal structures are gaining traction as buyers and sellers seek flexibility in navigating valuation mismatches. FW discusses evolving M&A valuations in a shifting market with Jennifer Van Dalen, Joanne Lupton, Sander Mulder, Matthew Warren and Johannes Post at KPMG.

Building business resilience: risk management for global tariff volatility

Tariff modelling tools are designed to provide scenario planning analytics and support companies in developing supply chain strategies. FW discusses business resilience and risk management amid global tariff volatility with Mary Rollman, Margaret Muzzin, Luca Bonardi, George Zaharatos and Daniel Click at KPMG.

Optimising tax reporting

A blended model allows tax functions to stay compliant, agile and cost-efficient under financial pressure. FW discusses tax reporting optimisation with Romain Tiffon at ATOZ Tax Advisers.

Energy transition: powering data centre growth

As data centres become ever more integral to critical infrastructure, power requirements are evolving in scale, complexity and resilience. FW discusses the energy transition and powering data centre growth with Tom Diplock, Jeremy Wheatland, Amar Gujral and Luke Samuel at L.E.K. Consulting.

DEALfront

mergers & acquisitions

Keurig Dr Pepper to acquire JDE Peet’s for $18.4bn

In a transaction set to reshape the global coffee industry, US beverage and coffeemaker conglomerate Keurig Dr Pepper will acquire multinational coffee and tea company JDE Peet’s in an all-cash deal valued at €15.7bn (approximately $18.4bn).

Sompo Holdings strikes $3.5bn Aspen Insurance deal

Japanese insurance group Sompo Holdings has announced an agreement to acquire Aspen Insurance Holdings, a Bermuda-based insurance and reinsurance firm, in a transaction valued at $3.5bn.

private equity & venture capital

Dayforce sold to Thoma Bravo for $12.3bn

In a landmark deal that will take the human capital management technology provider private, Dayforce is to be acquired by US private equity firm Thoma Bravo in an all-cash transaction valued at $12.3bn, including debt.

Blackstone acquires Shermco for $1.6bn

Alternative asset manager Blackstone has announced a definitive agreement to acquire Shermco Industries, a leading provider of electrical equipment services, from Gryphon Investors in a transaction valued at approximately $1.6bn. The acquisition underscores Blackstone’s continued strategic focus on energy transition and electrification, as global demand for resilient and sustainable infrastructure continues to rise.

bankruptcy & corporate restructuring

Spirit files for second Chapter 11 bankruptcy

For the second time in less than a year, ultra low-cost carrier Spirit Airlines has filed for Chapter 11 bankruptcy protection amid dwindling cash reserves and mounting losses.

Walker Edison files for bankruptcy protection

Amid mounting financial distress linked to alleged fraud, furniture manufacturer and e-commerce retailer Walker Edison, along with three affiliated entities, has filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the District of Delaware.

SPOTlight

Selective and strategic: the rise of megadeals in a leaner M&A market

Sullivan & Cromwell LLP Megadeals are not without peril. Beyond merging systems and processes, megadeals require aligning corporate cultures, leadership teams and brand positioning. A single misstep risks eroding projected synergies.

‘Be your own activist’ – avoiding common pitfalls in activism preparedness

Wachtell Lipton The key to activism preparedness is having a well-advised board, thinking about the value drivers of the business and viewing the company through the lens of various constituencies, including potential activist shareholders.

Challenges posed by the digital economy

Addleshaw Goddard By addressing the regulatory, ethical and operational dilemmas posed by AI, businesses can position themselves as leaders in the digital age. For companies grappling with the challenges of AI or seeking to understand how it can transform their organisation, now is the time to act.

Sanctions compliance: what every board and senior executive needs to know

Kroll For boards and senior executives, sanctions risk is not something to delegate or downplay. It is a strategic imperative. Failures can trigger regulatory enforcement, reputational harm, financial penalties, even criminal liability and, in some cases, the loss of access to critical markets.

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CONTRIBUTORS

A&L Goodbody LLP

Addleshaw Goddard

ATOZ Tax Advisers

Deloitte

Fieldfisher

Grant Thornton UAE

Hogan Lovells Studio Legale

Holland & Knight LLP

King & Spalding

Kirkland & Ellis

KPMG

Kroll

L.E.K. Consulting

Pinsent Masons

PwC

Ropes & Gray LLP

Stratagem IPM Limited

Sullivan & Cromwell

Taylor Wessing

Travers Smith LLP

Wachtell Lipton

Winston & Strawn