Click cover to download

(Subscriber-only password access)

Not a subscriber?

Click here to join the FREE mailing list and receive password access

COVER STORY

Megadeal resurgence: strategy, scale and scrutiny

Megadeals continue to dominate the strategic landscape as companies pursue scale and capability in a rapidly changing business environment. Acquirers are seeking to expand operations, close capability gaps and secure critical technologies, particularly in artificial intelligence.

FEATURES

Bridging valuation gaps

Even as broader market conditions improve and confidence gradually returns, valuation gaps continue to frustrate dealmaking across many sectors. Sellers remain reluctant to abandon expectations shaped by previous market highs, while buyers are applying stricter pricing discipline.

New era for merger control: EC overhauls merger guidelines

The draft guidelines seek to adapt EU merger control to a dramatically changed economic and geopolitical landscape. The modern global economy is increasingly driven by digital platforms, AI, data, intellectual property and innovation.

Trust issues: the barrier to mass crypto payment adoption

While cryptocurrency offers a unique opportunity to participate in a rapidly evolving financial ecosystem, it faces a number of challenges that can undermine public confidence. In recent years, the industry has experienced high-profile exchange collapses, cyber attacks, fraud and increasingly sophisticated scams.

Inharmonious: exploring the board-chief executive dynamic

As boards face mounting scrutiny from investors, regulators and stakeholders, organisations should treat board effectiveness as more than a governance exercise.

Ambition and enforcement: toward ECCTA transition

Identity verification requires all company directors and PSCs to confirm their identity through a government website, helping ensure that those running companies are who they claim to be.

WORLDWATCH

Merger control

As policy and geopolitical priorities shift, antitrust agencies will seek to enhance legal certainty and procedural flexibility while preventing anti-competitive market concentration, balancing robust enforcement with a pro-growth agenda. FW moderates a discussion between Joshua L. Shapiro at Eversheds Sutherland (US) LLP, Amir Nabil at Ibrachy & Dermarkar, David-Julien dos Santos Goncalves at Linklaters LLP, Bernhard Lauterburg at Prager Dreifuss Ltd., and Jacqueline Arena and Bill Batchelor at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates.

SPECIAL REPORT

Corporate tax

ATAD 3 and re-engineering economic substance

Over the next three to five years, we can expect substance requirements to become more integrated with broader tax transparency and compliance frameworks rather than through a standalone ‘Unshell’ regime. FW discusses ATAD 3 and re-engineering economic substance with Romain Tiffon at ATOZ Tax Advisers.

Do private equity funds need any economic substance?

It is sometimes argued that fund structures and their holding companies create an artificial tax benefit for investors by reducing or eliminating withholding tax on distributions or payments by the operating portfolio company, compared to a direct investment.

OECD transfer pricing chapter seven rewrite: modernisation or more disputes?

The success of the revised chapter seven will ultimately be measured by its ability to increase legal certainty, reduce disputes and promote consistent outcomes across jurisdictions.

Spain intensifies its scrutiny of transfer pricing

J&A Garrigues Transfer pricing in Spain is being tested with increasing rigour, both administratively and judicially, and multinational groups that revisit their intragroup arrangements now, rather than waiting for an inspection, are in a far stronger position to manage the likely risk they could face in the future.

Canada’s EIFEL rules in practice

Davies Ward Phillips & Vineberg LLP Traditional cross-border financing structures may no longer be viable under EIFEL and it may be necessary to alter the capital structure of Canadian subsidiaries or make various tax elections to increase interest deduction capacity.

Q&A: Tax disputes in Africa

Tax dispute activity across Africa has intensified, driven by fiscal pressures and revenue authorities’ efforts to maximise domestic collections. FW discusses tax disputes in Africa with Dominic Stuttaford at Norton Rose Fulbright, Elle-Sarah Rossato at PwC South Africa and Jashwin Baijoo at Tax Consulting South Africa (Pty) Ltd.

TALKINGpoint

Operational resilience in the current global environment

The most effective organisations look at resilience through the lens of total landed cost and long-term value creation. FW discusses operational resilience in the current global environment with Piers Bowley, Craig Edge and Alessandra Alleto at KPMG.

Evolving AML for the digital payments era

AML programmes are not stagnant and failure to timely invest can create compounding problems down the line. The question becomes: how is that investment spent? FW discusses how AML is evolving for the digital payments era with Anna Kostus, Michael Peters, Dylan Ryan, Jaco Sadie and Michael Buffardi at FTI Consulting LLP.

MARKETpulse

The energy transition at a crossroads

Grid modernisation, nuclear development, advanced transmission technologies, critical minerals supply chains, resilience investments and digital infrastructure all represent significant areas for long-term capital deployment. With Clint Vince and Jennifer Morrissey at Dentons.

DEALfront

mergers & acquisitions

Uber launches $14.8bn takeover of Delivery Hero to create global delivery giant

Uber Technologies has agreed to acquire rival Delivery Hero in a $14.8bn deal that would further consolidate the global food-delivery market and expand the reach of Uber Eats across Europe, the Middle East, Asia and Latin America.

ABB agrees £4.1bn acquisition of Rotork to strengthen automation business

Seeking to strengthen its capabilities in electrification and automation technologies, Swiss multinational ABB has agreed to acquire UK engineering firm Rotork in a transaction valued at approximately $5.5bn (£4.1bn).

private equity & venture capital

Brookfield agrees $7bn acquisition of battery storage leader Aypa Power

Canadian investment manager Brookfield has agreed to acquire battery storage developer and operator Aypa Power from funds managed by Blackstone Energy Transition Partners in a transaction valued at approximately $7bn, expanding its ability to provide integrated energy solutions across North America.

Brookfield and CPP Investments strike $5.2bn deal to take LXP Industrial Trust private

LXP Industrial Trust has agreed to be acquired by Brookfield Asset Management and Canada Pension Plan Investment Board in a $5.2bn all-cash transaction that will take the industrial real estate investment trust private.

bankruptcy & corporate restructuring

Alkegen files prepackaged Chapter 11 after securing deal to eliminate $3.1bn of debt

Specialty materials manufacturer Alkegen has entered a restructuring support agreement with its lenders and subsequently filed a prepackaged Chapter 11 bankruptcy case aimed at reducing its debt burden, strengthening its balance sheet and supporting future growth.

GoHealth completes restructuring and exits Chapter 11 as lender-owned private company

US insurance brokerage GoHealth has successfully completed its financial restructuring and emerged from Chapter 11 bankruptcy protection following confirmation of its prepackaged plan of reorganisation by the US Bankruptcy Court for the District of Delaware.

SPOTlight

Avoiding IP pitfalls that can sink M&A deals

RPC Premier Law In a world where the value of IP is constantly increasing, IP counsel and valuation experts should be involved from the early stages of an M&A transaction, not as an afterthought, especially on deals where the core value of the target lies in its intangible assets.

Navigating global restructurings – three key considerations for multinational employers

Bryan Cave Leighton Paisner Given the complex legal landscapes within which global companies must conduct workforce restructurings, it is critical that employers take the time to develop and implement nimble reorganisation programmes.

Trade secret law and noncompete restrictions: navigating an evolving landscape

Faegre Drinker Biddle & Reath LLP Recent developments in trade secret law have accelerated two complementary trends: courts are demanding greater precision from trade secret plaintiffs and legislatures are continuing to narrow the enforceability of noncompete agreements.

Sovereign immunity and ICSID award enforcement in the UK and Singapore

King & Spalding (Singapore) LLP The question of adjudicative immunity at the recognition and enforcement stage has been decisively resolved in favour of ICSID award creditors in two of the world’s leading arbitration seats.

CONTRIBUTORS

ATOZ Tax Advisers

Bryan Cave Leighton Paisner

Davies Ward Phillips & Vineberg LLP

Dentons

Eversheds Sutherland (US) LLP

Faegre Drinker Biddle & Reath LLP

FTI Consulting LLP

Ibrachy & Dermarkar

J&A Garrigues

King & Spalding (Singapore) LLP

KPMG

Linklaters LLP

Norton Rose Fulbright

Prager Dreifuss Ltd.

PwC South Africa

RPC Premier Law

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

Tax Consulting South Africa (Pty) Ltd.