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COVER STORY

Conduct unbecoming: investigating the ‘enemy within’

Intensifying scrutiny from regulators, investors and the media has raised the stakes for internal investigations. Success now hinges on more than procedural correctness.

FEATURES

Geopolitical tensions reshaping M&A

Across industry surveys and reports, geopolitical risk is now cited as one of the most influential factors shaping investment strategies. This marks a significant shift in corporate governance, where geopolitical literacy is becoming as essential as financial acumen.

Cyber security: hidden risk in M&A deals

Cyber breaches and attacks during due diligence or integration phases can result in increased costs, reputational damage and, in some cases, complete deal failure. The reputational fallout alone can be devastating.

Impact investing in the US: trends and outlooks

Ensuring the continued integrity and growth of the impact investing market – both in the US and globally – depends on clearly communicating the real-world outcomes that capital can achieve.

Compliance tightrope: balancing cross-border risk

Navigating modern compliance obligations is increasingly difficult for multinational companies and financial institutions. The diversity and complexity of regulations across jurisdictions present substantial obstacles.

Warn without fear: the US AI Whistleblower Protection Act

While the AIWPA represents a significant step toward ensuring ethical and safe AI development by strengthening whistleblower protections, its path to enactment may be complex.

WORLDWATCH

Merger control

Merger control is evolving as global regulators prioritise growth and innovation. As regulatory complexity increases, early engagement with authorities is vital – especially for deals in sensitive sectors – to avoid delays and mitigate risks. FW moderates a discussion between Ricardo Zimbrón at Cleary Gottlieb, Sheila R. Adams James at Davis Polk & Wardwell LLP, Gemma Kotak Spence at Gateley Middle East, Amir Nabil Ibrahim at Ibrachy & Dermarkar, Christoph Barth at Linklaters LLP, Patrick Hubert at Orrick, Bernhard C. Lauterburg at Prager Dreifuss, and Jacqueline Arena at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates.

SPECIAL REPORT

Corporate tax

Q&A: Futureproofing the tax function

The tax function will evolve into a strategic business advisory role powered by advanced technology. AI and automation will handle routine tasks, while professionals focus on complex analysis, strategic planning and business consultation. FW discusses futureproofing the tax function with Romain Tiffon at ATOZ Tax Advisers.

Effective management of tax disputes for multinational enterprises

Brown Rudnick LLP The globalisation of tax disputes is no longer anticipated – it is here. With unprecedented levels of information exchange, deeper cooperation between tax authorities and a sustained political drive for enforcement, multinational enterprises cannot afford a reactive stance.

Managing a transfer pricing dispute: global perspectives

Gowling WLG Transfer pricing disputes are inherently complex and strategic. Whether through administrative appeals, mutual agreement procedure or litigation, taxpayers must carefully assess procedural, financial and jurisdictional factors before choosing a path forward.

The US Model Income Tax Convention: emerging challenges and treaty evolution

Caplin & Drysdale The US Model provides for mandatory binding arbitration in the event the competent authorities cannot reach agreement on the arm’s length outcome in a mutual agreement procedure or advance pricing agreement.

Implications of HMRC’s desire to ‘shrink the tax gap’

Simmons & Simmons The UK government is in need of a magic money tree. When UK governments feel that sort of pressure, they tend to promise to reduce the ‘tax gap’ – the difference between the amount of tax that the UK’s tax authority HMRC believes it should be able to collect, and the amount it actually collects.

Lessons from Australia’s ‘weaponisation’ of its income tax general anti-avoidance rules

Johnson Winter Slattery There is little doubt that Australia is well ‘advanced’ in the administration of its income tax general anti-avoidance rules. For tax residents in a jurisdiction other than Australia, it may be worthwhile reflecting on their jurisdiction’s journey to ‘weaponising’ its GAAR and whether there are lessons that may be learnt and applied from the Australian experience.

Latest developments in South Africa in the context of tax controversy

Cliffe Dekker Hofmeyr Statistics underscore the South African Revenue Service’s emphasis on collecting taxes in circumstances where the dispute resolution mechanism is overflowing.

Q&A: Tax considerations in cross-border M&A amid ongoing market volatility

Tax implications for cross-border M&A will continue to evolve toward an increased demand for tax reporting and data collection. FW discusses tax considerations in cross-border M&A amid ongoing market volatility with Irene Reoyo, Sergi Lemus, Dany Teillant and Angelica Tsakiridis at Deloitte.

TALKINGpoint

Post-merger IT integration

Technology and data are becoming as critical as traditionally emphasised financial and people considerations. FW discusses post-merger IT integration with Chris Barrett, Claudio Di Vittorio, Jacqueline Govers and Jonathan Milde at Boston Consulting Group.

Trade-based money laundering

Ultimately, if a business looks off compared to industry norms, that is the cue to dig deeper. Consistency is key because TBML thrives in the gaps. FW discusses trade-based money laundering with Alma Angotti and Andrew McCarthy at FTI Consulting, Roberto J. Gonzalez at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Howard Herndon at Prescentus LLC.

DEALfront

mergers & acquisitions

Amphenol to acquire Commscope unit in $10.5bn deal

In a transaction that will significantly strengthen its position in the US wireless infrastructure market, global interconnect specialist Amphenol Corporation has announced a definitive agreement to acquire the connectivity and cable solutions business of CommScope for $10.5bn in cash.

Just Group sold for $3.2bn

In a strategic move to expand its presence in the UK pension risk transfer market, Canada’s Brookfield Wealth Solutions has agreed to acquire financial services firm Just Group for $3.2bn.

private equity & venture capital

Advent to take 70 percent stake in Reckitt’s Essential Home business

Advent International has agreed to acquire a 70 percent stake in Reckitt’s Essential Home division in a transaction valued at up to $4.8bn, including debt. This marks one of the largest private equity deals in the consumer sector this year.

EQT to take Fujitec private in $2.7bn deal

In what would be the largest sponsor-led take-private transaction in Japan this year if completed, private equity firm EQT has launched a $2.7bn tender offer to acquire Japanese elevator and escalator manufacturer Fujitec.

bankruptcy & corporate restructuring

Genesis HealthCare sets new course via Chapter 11

Joining a growing number of healthcare bankruptcies this year, rehabilitation and nursing home operator Genesis HealthCare, along with its subsidiaries, has filed for Chapter 11 to facilitate the implementation of a financial restructuring.

Claire’s enters Chapter 11

After months of speculation and missed rent payments, Claire’s Stores filed for Chapter 11 bankruptcy protection in August.

SPOTlight

A new era of payments brings strategic opportunities – if institutions are ready to take advantage

Standard Chartered Americas The real-time payments revolution is not a single project – it is an ongoing journey. Success will require more than adopting new technology. It demands a mindset shift: to think bigger, move faster and partner smarter.

Navigating volatile stock price movements: a playbook for public company executives

Alliance Advisors Directors and executives must recognise that short term stock price action often reflects flows, not fundamentals. All companies should have the tools in place to be able to spot the differences.

Data scraping, AI and the battle for the open web

The Norton Law Firm The debate over data scraping, AI access and the open web is more than a clash between website operators and AI developers. It is a reflection of the importance of public web data to the global economy.

Smarter processing: AI taking the lead in insurance innovation

Norton Rose Fulbright As AI technology is consistently evolving, its impact on the insurance industry continues to be significant. AI is helping insurers operate more efficiently while delivering better customer experiences.

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CONTRIBUTORS

Alliance Advisors

ATOZ Tax Advisers

Boston Consulting Group

Brown Rudnick LLP

Caplin & Drysdale

Cleary Gottlieb

Cliffe Dekker Hofmeyr

Davis Polk & Wardwell LLP

Deloitte

FTI Consulting

Gateley Middle East

Gowling WLG

Ibrachy & Dermarkar

Johnson Winter Slattery

Linklaters LLP

Norton Rose Fulbright

Orrick

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Prager Dreifuss

Prescentus LLC

Simmons & Simmons

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Standard Chartered Americas

The Norton Law Firm