Financier Worldwide Magazine - August 2022 Issue

The August 2022 issue of Financier Worldwide Magazine is OUT NOW!

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COVER STORY

Ultimate goal: value creation in M&A - With companies under increasing pressure to deliver more value from their M&A activities, those that establish rigorous criteria for value creation early in the buying process are the ones best positioned to maximise returns from a transaction.

FEATURES

Successfully spinning off - A number of factors are driving the rise in spin-off activity. Perhaps the most telling has been pressure from shareholder activists, many of whom are keen to break-up large conglomerates so the company can focus on operational improvements rather than maintaining control over a sprawling, diverse organisation.

Record-breakers: European PE and VC hits new heights - With robust deal activity over the past 12 months setting new records on both the deal value and volume fronts, such investment has done much to shape the PE and VC ecosystem across the continent.

Tackling financial crime: challenges facing UK challenger banks - Given the obstacles that challenger banks face, many practitioners believe that recourse to technology represents the best solution toward improving anti-money laundering controls.

Assessing the EU’s AI Act - The AI Act places technical, monitoring and compliance obligations on companies providing or using AI systems. These obligations are more or less extensive depending on the risks arising from those AI systems.

Risk of obsolescence: digitalising the real estate sector - Digitalisation is rapidly entrenching itself within the sector. PropTech encompasses a wide variety of tools to optimise the way people and organisations buy, sell, research, market and manage property.

ROUNDTABLE

Managing transactional risk - Regarded as a critical enabler by both buyers and sellers alike, transactional risk insurance is now an established deal solution in the M&A marketplace, with new entrants moving into the market and established insurers growing their existing capabilities. FW moderates a discussion between Marc Sherman at Alvarez & Marsal, Charles Turnham at Ambridge Europe Limited, Alex Luxenburg at CAC Specialty, David S. De Berry at Concord Specialty Risk, Jon Friedman at Euclid Transactional, Scott G. Pegram at Liberty Global Transaction Solutions, Toria Lessman at QBE, and Nancy Rodrigues at Vanbridge Solutions Group.

SPECIAL REPORT

Competition & antitrust

Q&A: Competition law and sustainability - Competition authorities can complement regulation by ensuring that antitrust does not curtail cooperative agreements that will allow sustainability goals to be achieved more quickly. FW discusses competition law and sustainability with Nadine Watson, Soledad Pereiras and Frédéric Palomino at Compass Lexecon.

Criminal enforcement of labour market antitrust violations: assessing the DOJ’s record - Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Since late 2020, the DOJ has obtained grand jury indictments in a series of no-poach and wage fixing cases around the country, and this past April the first two cases went to trial.

Enhanced antitrust enforcement extends to scrutiny of interlocking directorates - Gibson, Dunn & Crutcher In outlining its enforcement priorities, the federal government has recently expressed renewed interest in section 8 of the Clayton Act, an oft-overlooked (or ignored) statute which prohibits interlocking directorates.

The turning of the tide in price fixing class actions? - Cassels Brock & Blackwell There are signs that the tide may be turning in favour of a more balanced, less plaintiff-friendly, approach to certification in Canada. Three decisions suggest that Canadian courts are now more willing to take a somewhat harder look at pleadings and evidence at the certification stage

Leap before you look: significant amendments to Canada’s Competition Act - McCarthy Tétrault LLP The new criminal provisions for wage fixing and no-poach agreements will come into force 12 months after enactment, in June 2023. At least this moratorium provides a welcome pause in which businesses operating in Canada can review their employment practices.

Limitation periods in cartel follow-on damages claims - Latham & Watkins A recent judgment provides affirmation of the application of the worthwhile claim test to competition damages claims.

UK merger control: learnings from Meta’s prohibited acquisition of Giphy - Gowling WLG The case brings to the fore a number of significant trends in the context of UK merger control, including the CMA’s approach to enforcement action in relation to procedural breaches; and its assessment of dynamic competition between merger parties.

FDI regulation tightens in France - Clifford Chance While in principle open to foreign investment, the French government has, in recent years, applied and strengthened the French Foreign Investment Regime.

Belgian Competition Authority priorities: what to expect in the coming year - CMS Belgium The end of the pandemic, the arrival of a new competition prosecutor general and additional financial resources should herald a new era for the BCA.

Reaching milestones: ASEAN competition law developments in 2022 - Drew & Napier LLC With all 10 ASEAN member states having competition laws in place, what remains to be seen is how ASEAN will deal with the differences in the legal frameworks and procedures of its member states.

Q&A: Antitrust due diligence in M&A - Sellers and buyers need to understand that a merger investigation can expose them to unrelated civil or criminal antitrust investigations and prosecutions, as well as costly private litigation. FW discusses antitrust due diligence in M&A with David Cardwell at Baker Botts LLP and Ilana Kattan at Hogan Lovells LLP.

TALKINGpoint

Evolution of the automotive sector – data privacy and cyber security - As in other sectors, security threats will continue to be a core risk for the automotive sector. This risk continues to increase as vehicles become more autonomous, and the potential damages continue to increase. ?FW discusses the evolution of data privacy and cyber security in the automotive sector with Miriam Ballhausen and Natallia Karniyevich at Bird & Bird.

Wireless infrastructure – ESG and environmental challenges - ESG is quickly evolving from a discrete compliance obligation to a transformational agenda that touches every aspect of how companies are run. Employees are increasingly focused on the authenticity of companies’ ESG commitments and want to see action and progress, not just rhetoric. FW discusses ESG and environmental challenges for wireless infrastructure with Rolf Meakin, Florian Gr?ne, Ralf Grammel and Barry Murphy at PwC.

DEALfront

Mergers & acquisitions -

Oracle agrees to acquire Cerner for $28bn - In a deal designed to transform healthcare delivery, US multinational technology company Oracle Corporation is to acquire electronic health records firm Cerner Corporation in a transaction valued at $28.3bn.

Wood Plc to sell unit for $1.9bn - Energy services provider John Wood Group Plc has agreed to sell its built environment consulting division to Canadian firm WSP Global Inc., in a deal worth $1.9bn.

Private equity & venture capital

Covetrus taken private in $4bn deal - In a transaction that will take the firm public, animal-health technology and services company Covetrus is to be acquired by funds affiliated with global private investment firm Clayton, Dubilier & Rice and TPG Capital.

DSM sells subsidiary to PE firm for €3.85bn - Global private equity firm Advent International and specialty chemicals company LANXESS have agreed to acquire the DSM Engineering Materials business from Dutch group Royal DSM in a deal worth €3.85bn.

Bankruptcy & corporate restructuring

EV maker Electric Last Mile Solutions files for Chapter 7 - Twelve months after its initial public offering, electric vehicle company Electric Last Mile Solutions, Inc. has filed for Chapter 7 bankruptcy.

National Realty files for Chapter 11 protection - In June, New Jersey-based developer National Realty Investment Advisors and several of its subsidiaries filed for Chapter 11 bankruptcy protection in the District of New Jersey.

SPOTlight

The integration of ESG into M&A: managing hidden risks and unlocking new opportunities - Wachtell, Lipton, Rosen & Katz ESG considerations are shaping target selection and assessments of strategic fit, with acquirers looking for targets that can enhance ESG performance.

Managing ESG risks: align compliance, risk and corporate sustainability - The Conference Board Compliance, risk management and corporate sustainability have traditionally been viewed as three distinct disciplines. But as the importance of ESG issues grows, there is a need for greater alignment for these areas.