July 2022 Issue - OUT NOW!
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COVER STORY
Creeping back: US bankruptcy filings on the up -Amid rising interest rates, growing inflation, worker shortages and supply chain disruption, companies are feeling the pinch.
FEATURES
Culture clashes in M&A: new perspectives - With global M&A hitting new highs, more companies are pursuing deals, thus more will likely fail because their leaders either make cursory attempts at cultural integration or do not address the requirement at all.
Still dancing: VC funding remains strong in 2022 - The outlook for the VC industry in 2022 appears strong. More venture funds were raised in 2021 and more start-ups received funding than ever before.
Battle for the planet: the UK net-zero challenge - From countries and companies to organisations and individuals, the need to tackle climate change is at the top of the agenda, with businesses across the globe tasked with reaching net-zero carbon by 2050.
In a world of risk: third party risk management in 2022 - It is vital for companies to have recourse to an effective TPRM programme – not only for identifying and reducing the third-party risks they face, but to ensure their ongoing safety and success.
Evaluating the UK’s Economic Crime Act - While it remains to be seen how effective the Act and any subsequent revisions will be, the reshaping of the UK’s economic crime architecture is underway.
ROUNDTABLE
Anti-money laundering trends - Despite efforts by authorities to detect and combat money laundering, such crime continues to plague global economies, with an estimated 5 percent of GDP laundered each year, approximately $2 trillion. The financial services sector is under pressure to ensure AML controls are sufficiently robust to deal with complex and evolving money laundering typologies. FW moderates a discussion between Abhishek Dawar at Arendt Regulatory and Consulting (ARC), Joydeep Sengupta at Mayer Brown, Nabeelah Begum at Norton Rose Fulbright LLP, Eric Russo at Quinn Emanuel Urquhart & Sullivan, LLP, and Eytan J. Fisch at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates.
SPECIAL REPORT
Q&A: Evolving antitrust: horizontal and vertical merger enforcement - The trade-off between the pros and cons of vertical mergers poses new intellectual challenges for policymakers wishing to update merger guidelines. The economic framework for analysing the immediate effects of standard horizontal mergers between competitors is well established. There is, of course, room for further development. FW moderates a discussion on horizontal and vertical merger enforcement between Joe Perkins, Salvatore Piccolo and Guillaume Duquesne at Compass Lexecon.
Outlook for acquisitions by SPACs - Cadwalader, Wickersham & Taft LLP For companies that are considering an IPO, or that are already publicly listed in a different market, the SPAC acquisition process still offers some advantages over a traditional IPO, and the competition in the market means targets are in a stronger negotiating position than ever.
Talent, tech and trade – the triarchy dictating M&A in 2022 - Eversheds Sutherland While some of the key trends currently driving the M&A landscape may be predictable, others may not be what we would have expected 12 months ago. In a recent report, we found that seven in 10 business leaders are focusing on a new ‘M&A triarchy’ to deliver future business success: talent, tech and trade.
Risk sharing in European M&A: is normal service resumed? - CMS An increase in the use of locked boxes and a decrease in liability caps might appear to reflect a move toward a more ‘seller-friendly’ environment, but this was counterbalanced by continued ‘buyer-friendly’ positions still trending in certain areas.
Carve outs drive M&A dealflow in the chemical industry - Mayer Brown The chemical industry is a busy M&A marketplace. Active portfolio management and the increasing sale of non-core activities are leading to a high level of M&A activity – increasingly in the form of carve-out transactions.
Financial services M&A in Spain: key features for private banking transactions - Cases & Lacambra The financial services sector in Spain has been extremely active in terms of M&A transactions in 2021, despite its generally perceived flatness.
The 101 of M&A transactions in Indonesia - Ali Budiardjo Nugroho Reksodiputro (ABNR) A key consideration for investors before entering into an M&A transaction is to determine their tax exposure when they exit from the investment and when the return from the investee is repatriated.
Q&A: Technology due diligence - With every business increasing its reliance on data, an acquisition target can be a potential gold mine or land mine depending on the maturity of its technology. Understanding the IT environment will always allow a buyer to get a better insight into risks and costs, in addition to providing a head start in planning for successful integration. FW discusses technology due diligence with Jenna Aira-Ventrella, Adam Bartnik, Jared Crafton and Mike McDermott at BDO USA, LLP.
TALKINGpoint
Biometric liability risk - Businesses using, collecting and storing biometric data face real and evolving risks and liabilities. Companies that seek to take advantage of biometric technologies must assess their risks as early as possible and seek outside expertise when needed. FW discusses biometric liability risk with Jim Davis, Selena J. Linde, Debra R. Bernard and Bradley Dlatt at Perkins Coie LLP.
Regulating the digital economy - The ESG agenda will shape the evolution of the digital economy. Meanwhile, much of the focus of competition policy in the digital sector has shifted away from long investigations of anticompetitive conduct and toward ex-ante regulation. FW discusses regulating the digital economy with Meera Ragha, Diego Ballon Ossio, Daniel Schwarz, Jamie Andrew and Nicola Hemsley at Clifford Chance LLP.
DEALfront
mergers & acquisitions
ICE agrees $13.1bn Black Knight takeover - In a $13.1bn deal that significantly strengthens its mortgage technology ecosystem, global provider of data, technology and market infrastructure Intercontinental Exchange, Inc. has acquired software, data and analytics company Black Knight, Inc.
Pfizer makes $11.6bn migraine bet - Pfizer Inc has entered into a definitive agreement to acquire Biohaven Pharmaceutical Holding Company in an all-cash deal worth $11.6bn, its biggest deal since the 2016 purchase of Medivation for $14.3bn.
private equity & venture capital
Astorg to acquire CordenPharma - In one of the year’s largest private equity deals in European healthcare, PE firm Astorg Partners has acquired contract drug development and manufacturing company CordenPharma from privately owned industrial group International Chemical Investors.
Permira to exit Althea - Private equity firm Permira has agreed to sell Althea Group, an Italian provider of technology management services to the European healthcare industry, to F2i and DWS.
bankruptcy & corporate restructuring
Talen Energy files for Chapter 11 - In a bid to substantially reduce its $4.5bn debt, independent power producer Talen Energy Corporation has entered into a restructuring support agreement to strengthen the financial position of its subsidiary, Talen Energy Supply LLC.
Armstrong Flooring Inc. enters bankruptcy Armstrong Flooring Inc, a publicly traded flooring manufacturer founded in 1860, has filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the District of Delaware, noting that it could not raise prices enough to counter supply chain disruptions and higher costs for materials and transportation.
SPOTlight
Sustainability-linked bonds: the sustainable financial product transforming debt capital raising - Latham & Watkins LLP What if a company’s financing costs could be tied to its progress in reaching certain ESG targets, thereby incentivising not just prudent financial policies but also stewardship in a broader sense? In September 2019, an Italian utility answered this question through the launch of the world’s first sustainability-linked bond.
ESG implementation for companies looking to become more responsible - Reed Smith Successful companies across all industries and markets are comprised of individuals who understand that a strong ESG framework is essential to maximise productivity and to minimise legal, corporate and financial risk.
Breaking the myth of meritocracy - Women Corporate Directors Foundation A policy for increasing gender diversity in the boardroom and in the executive suite should be expected of every board by all stakeholders, from shareholders, to employees, to government. More importantly, targets with transparent reporting and links to executive compensation will be critical to moving from platitudes to results.
Shareholder activism in the regulated utility sector - Sullivan & Cromwell LLP Historically, regulated utilities in the US were more insulated from the scrutiny of shareholder activists than companies in other industries. Starting in the late 1970s, however, the regulated utility industry began to restructure.
Environmental justice and enforcement in America: what investors need to know - Bergeson & Campbell, P.C. Investors need to know the implications of the Biden administration’s commitment to the twin goals of environmental protection and environmental justice.