This document discusses trends in cross-border M&A and key issues based on Eversheds LLP's experience advising clients. It notes an increase in European deal volume and prevalence of deals in certain countries. It outlines common challenges including cultural integration, managing carve-outs, and ensuring thorough due diligence. It provides tips and analyzes case studies that illustrate lessons around properly investigating issues, planning integrations, and addressing cultural differences in acquisitions.
Streamlining for success: M&A divestment and separation trendsEversheds Sutherland
Divestments are a complex, challenging and necessary part of the business lifecycle. Despite this, up until the financial crisis they received little attention in strategic M&A reviews. We will consider the implications of the research published in our recent Global M&A report, Streamlining for success, along with the challenges of managing divestments and lessons learnt in recent years.
Measuring value is often seen as a challenging process for the in-house legal team. We will consider some practical approaches that will help you to clarify objectives, improve performance as well as measure value.
Eversheds 'Spotlight on the Cloud' - headline results presentation and key sp...Eversheds Sutherland
Eversheds 'Spotlight on the Cloud' headline results presentation and key speaker commentary. Eversheds held its Cloud Computing survey (in conjunction with The Lawyer) launch event in London on Tuesday 8 March. Headline results were presented by Charlotte Walker-Osborn, Global Head of Technology, Media and Telecoms and Paula Barrett, Global Head of Privacy and Information Law. Industry speakers included Alastair McAulay, Director of Disruptive IT, PA Consulting Group and Olivier Wolf, TMT Sector Head, EY Transaction Advisory Services.
Data Security Breach – knowing the risks and protecting your businessEversheds Sutherland
The impact of a breach in data security can be far reaching, with the risk of reputation damage affecting companies of any size. We will consider how to manage a security breach, its wider impact and building an effective cyber security for your infrastructure.
How technology and innovative processes can make your legal team more efficientEversheds Sutherland
It has never been a more exciting or challenging time to be an in-house lawyer or delivering legal work in-house. We will explore some of the key challenges and latest trends for delivering in-house legal work including; delivering more for less, increasing strategic focus, risk management, the use of technology, future planning and the increasing demand from the business to demonstrate value.
You can only manage what you can measure. How does the in house team have visibility, certainty and control over legal costs particularly in global decentralised business? The session will share models, ideas, solutions and case studies of examples of businesses who have, through technology, process and discipline, not only wrestled control of the external spend but used the data produced to make a material difference to the reduction of that spend. This session will touch on e-billing and other technology commonly employed to control cost and deliver financial reporting to the in house team.
IFAC and the World Bank Centre for Financial Reporting Reform hosted a joint Regional Small- and Medium-sized Practices (SMP) Forum for Europe and Central Asia on May 31 in Vienna, Austria.
The Forum provided the opportunity to discuss addressing the challenges and opportunities SMPs and medium-sized entities (SMEs) face. This is a presentation by Hilde Blomme, Deputy Chief Executive, Accountancy Europe.
Streamlining for success: M&A divestment and separation trendsEversheds Sutherland
Divestments are a complex, challenging and necessary part of the business lifecycle. Despite this, up until the financial crisis they received little attention in strategic M&A reviews. We will consider the implications of the research published in our recent Global M&A report, Streamlining for success, along with the challenges of managing divestments and lessons learnt in recent years.
Measuring value is often seen as a challenging process for the in-house legal team. We will consider some practical approaches that will help you to clarify objectives, improve performance as well as measure value.
Eversheds 'Spotlight on the Cloud' - headline results presentation and key sp...Eversheds Sutherland
Eversheds 'Spotlight on the Cloud' headline results presentation and key speaker commentary. Eversheds held its Cloud Computing survey (in conjunction with The Lawyer) launch event in London on Tuesday 8 March. Headline results were presented by Charlotte Walker-Osborn, Global Head of Technology, Media and Telecoms and Paula Barrett, Global Head of Privacy and Information Law. Industry speakers included Alastair McAulay, Director of Disruptive IT, PA Consulting Group and Olivier Wolf, TMT Sector Head, EY Transaction Advisory Services.
Data Security Breach – knowing the risks and protecting your businessEversheds Sutherland
The impact of a breach in data security can be far reaching, with the risk of reputation damage affecting companies of any size. We will consider how to manage a security breach, its wider impact and building an effective cyber security for your infrastructure.
How technology and innovative processes can make your legal team more efficientEversheds Sutherland
It has never been a more exciting or challenging time to be an in-house lawyer or delivering legal work in-house. We will explore some of the key challenges and latest trends for delivering in-house legal work including; delivering more for less, increasing strategic focus, risk management, the use of technology, future planning and the increasing demand from the business to demonstrate value.
You can only manage what you can measure. How does the in house team have visibility, certainty and control over legal costs particularly in global decentralised business? The session will share models, ideas, solutions and case studies of examples of businesses who have, through technology, process and discipline, not only wrestled control of the external spend but used the data produced to make a material difference to the reduction of that spend. This session will touch on e-billing and other technology commonly employed to control cost and deliver financial reporting to the in house team.
IFAC and the World Bank Centre for Financial Reporting Reform hosted a joint Regional Small- and Medium-sized Practices (SMP) Forum for Europe and Central Asia on May 31 in Vienna, Austria.
The Forum provided the opportunity to discuss addressing the challenges and opportunities SMPs and medium-sized entities (SMEs) face. This is a presentation by Hilde Blomme, Deputy Chief Executive, Accountancy Europe.
In July 2014 the FCA published its discussion paper on the use of dealing commission regime which included the findings of its thematic review. This paper and the accompanying speech by Martin Wheatley publicly backed ESMA’s proposals for the full unbundling of research from execution as part of MiFID II. Should the MiFID II text be implemented as currently proposed, it would result in a major change of the way execution and research services are paid for in Europe.
Irrespective of where MiFID II comes out, the FCA’s recent banning of payments out of dealing commission for corporate access and the findings of the thematic review, will no doubt mean that some firms are unsure of what they should be doing to meet the FCA’s expectations. In response to this uncertainty, Cordium are hosting a webinar with Will Morrell who has recently joined Cordium from the FCA where he led the use of dealing commission thematic review and Michael Hufton, a former fund manager and CEO of a new type of investor relations company. During this webinar we will help firms understand what the FCA expects and share some of our experiences of what firms are doing to meet these expectations.
Topics for discussion include:
- What is the FCA concerned about?
- What does the FCA expect?
- How do you evidence to the FCA that you are meeting their expectations?
- The challenges and potential solutions of meeting these expectations
Presented by:
Will Morrell, Consultant, Cordium
Michael Hufton, Director, ingage
Date: Wednesday, 15th October 2014
Time: 2:00 - 3.00pm BST
Duration: 1 hour
The SEC's Risk Alert and a Guide to Third Party Due Diligence Best PracticeCordium
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) recently issued a Risk Alert describing current industry trends and practices in investment advisers’ due diligence on alternative investment vehicles, as well as certain deficiencies observed in several of the advisory firms examined.
In response, Cordium is hosting a Webinar which will cover the SEC observations as related to third party due diligence background checks and best practice for advisers that are fiduciaries acting in the best interest of their clients with an open Question and Answer session to follow.
Please join the team at Cordium as they discuss some suggested best practice guidelines regarding third party due diligence background checks and the observations highlighted by the SEC in their recently issued Risk Alert.
Topics for discussion will include:
- Conducting comprehensive background checks of managers, key personnel and entities
- Verifying critical service provider relationships
- Performing regulatory history checks
- Review of offering document materials, information and data directly from the managers of alternative investments
- Validating information provided by managers of alternative investments
- Formalizing due diligence policies and procedures
- Annual reviews
IFAC and the World Bank Centre for Financial Reporting Reform hosted a joint Regional Small- and Medium-sized Practices (SMP) Forum for Europe and Central Asia on May 31 in Vienna, Austria.
The Forum provided the opportunity to discuss addressing the challenges and opportunities SMPs and medium-sized entities (SMEs) face. This is a presentation by Paul Thompson, Director, European Federation of Accountants and Auditors for SMEs.
Eversheds SHINE Webinars - Multi jurisdictional compliance 23rd October 2014Eversheds Sutherland
New regulation is produced faster than most in house teams can keep up with it, businesses are expanding into new markets exposing them to novel and often extensive compliance obligations. How do you identify compliance obligations, then manage and monitor compliance effectively? What tools and systems can you deploy to avoid time consuming and reputation damaging breaches. This session will share case studies and examples of systems, approaches, policies, communication methods and tools used in practice to ensure cost effective risk management.
Choose a Business Entity: What’s the Right Fit for your Client?LexisNexis
There are many details to juggle when you’re creating a new business entity—and a lot is riding on those details. When a client approaches you with their idea for an exciting new business venture, will you know which form of entity is the right choice?
This complimentary webinar slides presented by the Lexis Practice Advisor® team, covers the pros and cons of different business entity types to ensure that you know which one is best suited for your transaction. We’ll also provide you with a three-step assessment to help you determine the right course of action while avoiding potential pitfalls. Don’t miss out on this important information!
This Webinar slides covers:
• The various types of entities available to you, including Sole Proprietorships, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Corporations and Limited Liability Companies
• The three basic questions you must ask when you begin to choose an entity
• The best choice for entrepreneurs seeking venture capital financing, and other common scenarios
Cybersecurity and the regulator, what you need to knowCordium
The U.S. Securities and Exchange Commission (“SEC”) has begun to focus in earnest on cybersecurity-related issues at the SEC’s regulated investment adviser and broker-dealer firms. In April 2014, the SEC Office of Compliance Inspections and Examinations (“OCIE”) announced its Cybersecurity Initiative in a National Exam Program (“NEP”) Risk Alert. In response, this presentation will cover compliance and technological aspects of a cybersecurity risk assessment and steps firms are taking to enhance cybersecurity protections.
NICSA Webinar | Reimaging the Future of the Fund Industry Through Emerging Te...NICSA
Technology innovation enables us to reimagine new ways of doing business and more importantly, how we service our clients. In this webinar, panelists will discuss recent research on new financial technologies with a specific focus on blockchain, robo-advisors, and machine learning.
CH&Co - Supporting the development and adoption of RegTechNicolas Heguy
This presentation was submitted in January 2016 as an answer to the UK Financial Conduct Authority’s Call for Input on Regtech.
We’re publishing it also here to foster wider discussion on development and adoption of RegTech in the UK.
Special thanks to @Stephane_eyraud, @Patrick_bucquet, @Ekaterina_diakonova, @Sebastien_meunier and @Jean-stephane_gourevitch
RegTech: Leveraging Alternative Data for ComplianceArcadia Data
Leading banks and asset managers are leveraging internal and external alternative data sources to improve compliance and regulatory oversight.
Join Richard Johnson of Greenwich Associates and Paul Lashmet of Arcadia Data for an informative panel discussion with industry experts from Nordea and RBC Capital Markets discussing how to:
Rapidly access and analyse numerous different data sources
Develop RegTech solutions while managing total cost of ownership
Optimize internal data management through Big Data capabilities
Enhance compliance processes using alternative data
Meet heightened regulatory expectations around timeliness and quality of data
The global cards market was valued at over $250 billion in 2017. North America was the largest region in the cards market in 2017, accounting for around 60% of the global market. The USA was the largest country in the market in 2017, accounting for nearly 55% of the market.
Spring and Easter Material Package 2012 by learnwellVeronica Gelfgren
Ready-to-print Spring and Easter worksheets, sets of fun flashcards and an A4 Easter scene picture. Happy Teaching! More material available on our website: www.learnwell.fi
organización del consejo nacional electoral en Venezuela, la jurisdicción contenciosa administrativa, atribuciones de la junta electoral en Venezuela, comisión de registro civil y electoral y comisión de participación política y financiera.
In July 2014 the FCA published its discussion paper on the use of dealing commission regime which included the findings of its thematic review. This paper and the accompanying speech by Martin Wheatley publicly backed ESMA’s proposals for the full unbundling of research from execution as part of MiFID II. Should the MiFID II text be implemented as currently proposed, it would result in a major change of the way execution and research services are paid for in Europe.
Irrespective of where MiFID II comes out, the FCA’s recent banning of payments out of dealing commission for corporate access and the findings of the thematic review, will no doubt mean that some firms are unsure of what they should be doing to meet the FCA’s expectations. In response to this uncertainty, Cordium are hosting a webinar with Will Morrell who has recently joined Cordium from the FCA where he led the use of dealing commission thematic review and Michael Hufton, a former fund manager and CEO of a new type of investor relations company. During this webinar we will help firms understand what the FCA expects and share some of our experiences of what firms are doing to meet these expectations.
Topics for discussion include:
- What is the FCA concerned about?
- What does the FCA expect?
- How do you evidence to the FCA that you are meeting their expectations?
- The challenges and potential solutions of meeting these expectations
Presented by:
Will Morrell, Consultant, Cordium
Michael Hufton, Director, ingage
Date: Wednesday, 15th October 2014
Time: 2:00 - 3.00pm BST
Duration: 1 hour
The SEC's Risk Alert and a Guide to Third Party Due Diligence Best PracticeCordium
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) recently issued a Risk Alert describing current industry trends and practices in investment advisers’ due diligence on alternative investment vehicles, as well as certain deficiencies observed in several of the advisory firms examined.
In response, Cordium is hosting a Webinar which will cover the SEC observations as related to third party due diligence background checks and best practice for advisers that are fiduciaries acting in the best interest of their clients with an open Question and Answer session to follow.
Please join the team at Cordium as they discuss some suggested best practice guidelines regarding third party due diligence background checks and the observations highlighted by the SEC in their recently issued Risk Alert.
Topics for discussion will include:
- Conducting comprehensive background checks of managers, key personnel and entities
- Verifying critical service provider relationships
- Performing regulatory history checks
- Review of offering document materials, information and data directly from the managers of alternative investments
- Validating information provided by managers of alternative investments
- Formalizing due diligence policies and procedures
- Annual reviews
IFAC and the World Bank Centre for Financial Reporting Reform hosted a joint Regional Small- and Medium-sized Practices (SMP) Forum for Europe and Central Asia on May 31 in Vienna, Austria.
The Forum provided the opportunity to discuss addressing the challenges and opportunities SMPs and medium-sized entities (SMEs) face. This is a presentation by Paul Thompson, Director, European Federation of Accountants and Auditors for SMEs.
Eversheds SHINE Webinars - Multi jurisdictional compliance 23rd October 2014Eversheds Sutherland
New regulation is produced faster than most in house teams can keep up with it, businesses are expanding into new markets exposing them to novel and often extensive compliance obligations. How do you identify compliance obligations, then manage and monitor compliance effectively? What tools and systems can you deploy to avoid time consuming and reputation damaging breaches. This session will share case studies and examples of systems, approaches, policies, communication methods and tools used in practice to ensure cost effective risk management.
Choose a Business Entity: What’s the Right Fit for your Client?LexisNexis
There are many details to juggle when you’re creating a new business entity—and a lot is riding on those details. When a client approaches you with their idea for an exciting new business venture, will you know which form of entity is the right choice?
This complimentary webinar slides presented by the Lexis Practice Advisor® team, covers the pros and cons of different business entity types to ensure that you know which one is best suited for your transaction. We’ll also provide you with a three-step assessment to help you determine the right course of action while avoiding potential pitfalls. Don’t miss out on this important information!
This Webinar slides covers:
• The various types of entities available to you, including Sole Proprietorships, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Corporations and Limited Liability Companies
• The three basic questions you must ask when you begin to choose an entity
• The best choice for entrepreneurs seeking venture capital financing, and other common scenarios
Cybersecurity and the regulator, what you need to knowCordium
The U.S. Securities and Exchange Commission (“SEC”) has begun to focus in earnest on cybersecurity-related issues at the SEC’s regulated investment adviser and broker-dealer firms. In April 2014, the SEC Office of Compliance Inspections and Examinations (“OCIE”) announced its Cybersecurity Initiative in a National Exam Program (“NEP”) Risk Alert. In response, this presentation will cover compliance and technological aspects of a cybersecurity risk assessment and steps firms are taking to enhance cybersecurity protections.
NICSA Webinar | Reimaging the Future of the Fund Industry Through Emerging Te...NICSA
Technology innovation enables us to reimagine new ways of doing business and more importantly, how we service our clients. In this webinar, panelists will discuss recent research on new financial technologies with a specific focus on blockchain, robo-advisors, and machine learning.
CH&Co - Supporting the development and adoption of RegTechNicolas Heguy
This presentation was submitted in January 2016 as an answer to the UK Financial Conduct Authority’s Call for Input on Regtech.
We’re publishing it also here to foster wider discussion on development and adoption of RegTech in the UK.
Special thanks to @Stephane_eyraud, @Patrick_bucquet, @Ekaterina_diakonova, @Sebastien_meunier and @Jean-stephane_gourevitch
RegTech: Leveraging Alternative Data for ComplianceArcadia Data
Leading banks and asset managers are leveraging internal and external alternative data sources to improve compliance and regulatory oversight.
Join Richard Johnson of Greenwich Associates and Paul Lashmet of Arcadia Data for an informative panel discussion with industry experts from Nordea and RBC Capital Markets discussing how to:
Rapidly access and analyse numerous different data sources
Develop RegTech solutions while managing total cost of ownership
Optimize internal data management through Big Data capabilities
Enhance compliance processes using alternative data
Meet heightened regulatory expectations around timeliness and quality of data
The global cards market was valued at over $250 billion in 2017. North America was the largest region in the cards market in 2017, accounting for around 60% of the global market. The USA was the largest country in the market in 2017, accounting for nearly 55% of the market.
Spring and Easter Material Package 2012 by learnwellVeronica Gelfgren
Ready-to-print Spring and Easter worksheets, sets of fun flashcards and an A4 Easter scene picture. Happy Teaching! More material available on our website: www.learnwell.fi
organización del consejo nacional electoral en Venezuela, la jurisdicción contenciosa administrativa, atribuciones de la junta electoral en Venezuela, comisión de registro civil y electoral y comisión de participación política y financiera.
HIGHLIGHTS
• Ihr Hotel für Erwachsene & junge Erwachsene ab 16 J.
• 128 Zimmer & Suiten
• 2.500 m² Acquapura SPA Wellness- & Wasserwelt mit
35°C warmen, vitalisierendem Thermalwasser
• 18-Loch-Golfplatz direkt vor der Haustür
• „Langschläfer-Frühstück à la carte“ bis 14 Uhr
• „That’s Life“: das tägliche Highlight, 7 Tage die Woche
• „Toppings, please“: außergewöhnliche Zusatzleistungen
und Packages
• „I feel good“: Vorteile für Alleinreisende
Red Ant: Digital Strategy Whitepaper 2011Brian Crotty
In 2009, the IAB (Internet Advertising Bureau) predicted that internet advertising – just one small part of a digital strategy - would
overtake TV advertising by the end of the year. This was inaccurate – according to the IAB’s own figures, internet ad spend
outstripped TV ad spend a good three months before the end of 2009. The UK is now the world’s first major economy to spend
more on online advertising than on TV – currently, the internet takes 23% of all advertising spend, compared with 21.9% for TV.
And, according to analysis by business consultants Price Waterhouse Coopers, over the last 12 months most digital media
categories grew by more than originally forecast, despite a challenging economic climate which frequently had a devastating
effect on other, more traditional marketing activities. Digital is clearly still the fastest growing area of marketing, customer
retention and engagement. Inevitably, digital channels and engagement through digital channels are now not only an expected
part of audience experience when connecting with a brand - they are often at the core of an audience member’s engagement
with a brand. Audience expectation has increased to such a level when considering brand engagement that:
• it is no longer acceptable for a brand to wait for the audience to visit
• brands must actively communicate to prosper
• positive engagement snowballs, arrogance creates stagnancy
Our September breakfast club covered the following points:
- making procurement rules work for you
- innovative procurement
- social value
- making contracts fit for purpose
- avoiding a Carillion
- contracting for the challenges ahead.
To view further information and resources visit our webpage - https://www.brownejacobson.com/sectors-and-services/sectors/public-sector
This Masterclass is used to provide an introduction to the world off multi-national consulting, problem solving, client relationship skills and project management for first year post MBA Associate Consultants. We have used this introductory module and others in the series to help McKinsey, BCG, Deloitte and KPMG in Africa, China and Australia bring their new hires up to speed
This presentation gives an in-depth look at the comprehensive due diligence process. It covers the framework for due diligence, its purpose, and types. This presentation is incrediably valuable for anyone doing or looking to do transactional work.
I recently delivered a webinar to 800+ MIT students and affiliates about my perspective of a career in Strategy work.
Suggestions welcome. Please feel free to share.
Operational risk and risk management across multi-jurisdictions for internati...Compliance Consultant
A multi-jurisdictional banking group needed their Operational Risk Framework (designed by their parent company) to be rolled out and training given n risk reporting.
The fourth industrial revolution – Understanding the opportunities and threats
With the speed of change that the new wave of technology represents we will consider the changing impact on business.
Conduct Risk – What Corporates Can Learn From The Financial SectorEversheds Sutherland
Over the last few years the financial services industry has wrestled with the impact of poor conduct. Fines and penalties have soared, franchises have been damaged and the legal and regulatory burden has forced a complete rewriting of business models. As a result there has been a sharpened focus from both a regulatory and governance perspective on “conduct risk” – the pro-active management of anything in which an institution might engage which could impact on customer outcomes, or market integrity. We look into what corporates in other sectors can learn from financial institutions in terms of compliance, culture, governance and ”conduct risk”.
The most significant changes to insurance law in 110 years came into effect in August 2016. The Insurance Act 2015 makes some fundamental changes to what businesses have to do to ensure that their insurance policies are effective and that their claims are paid in full. This webinar looks at the changes that have been made, what businesses need to do in order to comply with new rules on disclosure and how the new remedies for breach are to be applied. The Act applies to all policies governed by the laws of England, Wales, Scotland and Northern Ireland which are taken out, renewed or varied on or after 12 August 2016. Accordingly, it is essential that all UK businesses have a full understanding of the new rules.
To address the future separation of UK and EU law, all contracts should now include transitional Brexit and change/divergence of law provisions. This webinar is an update on the key areas including currency risk, customs and trade assumptions.
The implications of State Aid can affect businesses operating within the EU, to protect your business it is vital to understand the risks in terms of both tax and corporate arrangements.
Opportunities and challenges of managing a globally mobile workforceEversheds Sutherland
Exploring the challenges and opportunities of managing a globally mobile workforce as well as guidance on dealing with complex legal requirements and cultural backgrounds.
Getting over ‘Regrexit’ - Post Brexit Real Estate OpportunitiesEversheds Sutherland
On 8 July 2016 Eversheds Head of London Real Estate Bruce Dear led a discussion on the post-Brexit market and emerging real estate opportunities that the market should be aware of. Our panel of in-house experts included Stuart Andrews on infrastructure and housing matters, Mukhtiar Tanda from a development angle, along with Andrew Henderson on an Financial Institutions and constitutional perspective and Ros Kellaway, the head of our EU Competition and Regulatory group.
Over the last couple of years, EU State Aid rules have been increasingly invoked to overturn tax rulings given by tax authorities to businesses operating in the EU. Although it is the actions of Member States that have been challenged, it is the affected businesses that have paid the cost in the form of multi-million Euro tax bills.
In the current tax climate, it is anticipated that the European Commission will look to apply the State Aid rules more widely. Having a good understanding of the issues and risks is, therefore, essential for business, in terms of both tax and of ther corporate arrangements.
Eversheds recently held a State Aid and Tax discussion which was lead by our tax experts Totis Kotsonis, Ben jones and Giles Salmond who were joined by barrister Kelly Stricklin-Coutinho from 39 Essex Chambers and a representative from HM Treasury who together discussed the implications of State Aid tax challenges for businesses operating in the EU and what might be coming next.
Areas that we covered included:
- an overview of how State Aid operates and its application to -tax
- what tax areas may be at risk of State Aid challenge
- what are the potential costs of a State Aid challenge and how could these costs be mitigated?
- how can businesses operating in the EU assess their risk of challenge and prepare for any such challenge?
- what is the reaction of the UK Government to such challenges and is the UK itself at risk of challenge?
Intellectual property is an important business asset and needs to be properly protected. We will consider the issues that businesses need to be aware of when operating globally and how to develop a strategy for managing and protecting your Intellectual Property portfolios.
Join this webinar to hear the latest developments, including how businesses are addressing their human rights impacts and are reporting progress, for example, in accordance the Modern Slavery Act and UN Guiding Principles on business and human rights. We will also share the results of our comprehensive survey of General Counsels. The survey addresses their involvement in human rights risks and management, as well as providing practical insight into their challenges and priorities.
AIMA Hedge Fund Manager Training, 13th April 2016. Hosted by Mike Booth and Andrew Henderson this session was focused towards portfolio managers, dealers and compliance teams. We had 70+ hedge fund managers register and we covered topics including:
• The FCA’s rules applicable for front office controls
• The lessons that can be learned from the recent front office controls fines
• The respective roles of compliance and front office teams
• What firms are doing in practice
• A brief overview of the new MAD II / MiFID II rules in the context of front office controls
Eversheds CREATE Workshop #1: Real estate holding structuresEversheds Sutherland
Corporate Real Estate Academy Training at Eversheds (CREATE) is a series of workshops designed to further your knowledge of indirect real estate and corporatised real estate transactions.
CREATE Workshop #1: Real Estate Holding Structures explored:
• typical structures used for holding real estate and real estate joint ventures
• why each structure is used and by whom
• trends and how the status quo is changing
Each year, student teams are assigned a “Project of Worth”. Their task is to create an innovative startup solving a real problem in legal education or practice. Here is a list of the 2016 Projects of Worth.
Neill Blundell provides an update of recent bribery activity around the world and discusses whether it is a real issue for business or merely an overstated problem.
Managing and retaining talent is one of the biggest challenges facing management, particularly in terms of attracting and retaining the right people, building high performance teams, as well as dealing with the risks associated with compliance and employment regulation. Our webinar will consider these issues and strategies you can develop to manage them.
From 6 April 2016, the pensions annual allowance will be reduced for many individuals with taxable income over £150,000 per year. For individuals with taxable income over £210,000 per year the pensions annual allowance could be reduced to as low as £10,000. In advance of this, employers need to assess which of their staff may be affected, decide whether to limit pension contributions and re-shape the benefits they pay to higher earners and implement and communicate any changes to their staff.
An update on China’s commitment to building an infrastructure in countries covered by this initiative, and the challenges and opportunities it represents to General Counsel.
Eversheds Head of Global Privacy, Paula Barrett, hosts a discussion on key developments and practical advice following the ruling against the validity of Safe Harbor by the Court of Justice of the European Union (“CJEU”).
Paula is joined by data protection experts from Germany, Ireland and Switzerland:
• Dr. Alexander Niethammer – Partner – Eversheds Munich office
• Marie McGinley – Partner – Eversheds Dublin office
• Monika McQuillen – Partner – Eversheds Switzerland office
they discuss the impact of the ruling in their country and some of the comments/actions of their respective local data protection authorities.
The finding of invalidity in respect of Safe Harbor has huge implications for businesses both in the EU and the US, and many have been left asking “What do we do now?!”. This webinar aims to answer this question and also provide guidance on the future landscape for the transfer of personal data outside of Europe, so that you have a good idea of what is to come and can start preparing accordingly.
Topics discussed include:
A brief summary of the CJEU ruling in the Schrems case (including the rationale for ruling against the validity of Safe Harbor).
• Consideration of statements made by local regulators across Europe (particularly in Germany) in the wake of the ruling.
• A review of the recently released Article 29 Working Party statement – what does it say and what does this mean for local data protection authorities and affected businesses?
• What is the state of EU-US negotiations – is there hope for Safe Harbor 2.0?
• What should businesses be doing in order to ensure compliance with EU law?
• Looking at the horizon – impact on the GDPR.
Update on what the easing of sanctions in Iran means for international business which, if all goes well, will provide investment opportunities in oil as well as areas such as financial services, aviation, and infrastructure development, to name but a few
Matthew Professional CV experienced Government LiaisonMattGardner52
As an experienced Government Liaison, I have demonstrated expertise in Corporate Governance. My skill set includes senior-level management in Contract Management, Legal Support, and Diplomatic Relations. I have also gained proficiency as a Corporate Liaison, utilizing my strong background in accounting, finance, and legal, with a Bachelor's degree (B.A.) from California State University. My Administrative Skills further strengthen my ability to contribute to the growth and success of any organization.
Defending Weapons Offence Charges: Role of Mississauga Criminal Defence LawyersHarpreetSaini48
Discover how Mississauga criminal defence lawyers defend clients facing weapon offence charges with expert legal guidance and courtroom representation.
To know more visit: https://www.saini-law.com/
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
Synopsis On Annual General Meeting/Extra Ordinary General Meeting With Ordinary And Special Businesses And Ordinary And Special Resolutions with Companies (Postal Ballot) Regulations, 2018
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
1. A 2015 Perspective
Robin Johnson – Partner, Eversheds LLP
Marc Nufer - Partner, Eversheds Switzerland
Cross Border M&A
2. 1. Market Overview
2. Trends
3. Key Issues
4. Integration
5. Tips
Introduction
6. Process
7. Dealmaster
8. Case Studies
9. Eversheds
Information
3. The Mid-Market View
• 30% up in volume in Europe year-on-year
2013 to 2014
• Median EBITDA 8x with an average of 7x
for deals below 100 million in value
• 60% of all European deals are in UK and
Germany followed by France, Spain, Italy,
Netherlands, Ireland, Belgium, Sweden
and Switzerland
• North America still is the key big strategic inward
investor in Europe. The Asian Tiger has yet to
roar though in 2015 we are already seeing some
increased activity.
4. 1. Appetite for risk – is there are a difference
between strategics and financial sponsors?
2. Do low interest rates create an opportunity
for financial sponsors or strategics?
3. PE Exits IPO? Is there a preference for
secondaries due to appetite of risk?
Triple track process
4. The PE/strategic issue. A clean exit against
corporate risk – what does this mean in practice?
5. Warranty and indemnity insurance,
lockbox and leakage
Non-Financial Trends
5. 6. Role of VDD and approach to due diligence.
7. Auction processes, issues with data room,
redaction and content and process, markups
and liability caps and costs pre “exclusivity”.
8. How to avoid an auction if at all possible.
Fair market opinions.
9. General against specific disclosures.
10.Indemnity basis against common law basis
of damage.
11.Non-compete and carve-outs.
12.Conditionality, anti trust, financing,
MAC, regulatory consents (local).
13.Governing law clauses and arbitration.
Non-Financial Trends
6. 1. Centralised project management
2. Commitments: time, quality, fees
3. Levels and materiality both in terms of due
diligence and transactional
4. Understanding local nuances
(eg. notary, language, documentation,
consultation, authorities etc.)
5. Time and expectations: meaningful and
achievable timetable. Assume 50% longer
on a cross-border deal and 75% more time.
Because deals will never go as planned!
Key issues on multi-jurisdictional deals
7. • Eversheds Blueprint Report
• Unsuccessful deals because of
– lack of connection between planning,
execution and integration of a
transaction
– Cultural differences
– Poor project management
• Core team throughout the transaction.
• Getting buy-in from local management
(communication, setting out rationale for the
transaction).
• Local compliance training in local language.
Integration
8. • Obtaining corporate, real estate and
other records as soon as possible.
• Talking to suppliers and customers.
Understanding local permits and local
regulatory requirements.
• Time and cost.
Talking rather than e-mailing.
Integration (cont…)
9. • Identify targets
• Following targets
• Getting to know targets
• Avoiding a process
• Standard confidentiality agreement
• Reviewing information memoranda
• Standard bid letters
• Process, plan, team, methodology
Some tips to an M&A process
10. Initial work in place before transaction:
1. Confidentiality undertaking
2. Review terms of engagement to advisors
3. Review transaction structure, identify key issues
and list of documents
4. Heads of terms, scope,
lockout, exclusivity
5. Competition issues, have
processes in place,
internal information to hand
Process
11. 8. Due diligence questionnaire and data room
rules
9. Approach to redaction and lack of information
10.Standard due diligence report:
using report going forward as a
live document for use of
SPA value discussion,
review of disclosures
and integration.
Process (cont…)
12. Polling Question:
• Do you think your business would benefit from
having standardised bespoke documents of the
types we discussed?
14. Preparation for Disposal - Solutions
Preparation
Sourcing
Documentation
Processing
Information
Preliminary
Transaction
Structure
• Getting to know one
another – kick-off
calls and briefing
• Bespoke information
request list
• Establishing a
transaction timeline
– carve-out and
disposal
• Experienced
project
management team
• Clear and focused
parameters for
documentation
required
• Building a well
structured virtual
data room
• Commercial
considerations
(translation
/redaction/stages
for release of
confidential
information)
• Analysing
documentation and
obtaining further
information
• DealMaster –
customisable
• Local lawyer input
• Running the legal
Q&A
• Disposal: umbrella
sale agreement
together with
template
mechanical sale
agreements
• Clear and concise
reporting in a
format which suits
you
• Identifying
timetable issues and
providing solutions
15. Project Dealmaster
This document has been prepared in relation to the proposed sale of ●.
Specifically this document is intended to:
1.constitute a reference document for each internal and external legal
counsel to access in order to understand the applicable jurisdiction-specific
transfer requirements in each of the relevant jurisdictions (the “Local
Transfer Protocol”); and
2. assist management in reviewing assets and determining which are to
be transferred to the purchaser (“Jurisdiction-Specific Asset Lists”).
Managing the Disposal - DealMaster
• Intelligent and customisable
project management tool
for multi-jurisdictional
transactions
• Time saving – easy
identification of assets
relevant to each jurisdiction
• Cost saving - Quick/easy
ready built reference guide
for understanding transfer
mechanics in relation to
assets
• Real-time map of the
business throughout the
transaction
16. • Easy to use format –
suitable for use by
management as well
as external advisers
• Simple user guide,
showing the link
between asset lists
for each
jurisdiction/entity
and the
local transfer
requirements
in relation to
those assets
• Navigating around
the tool is
straightforward –
it is all interlinked
DealMaster - User Guide overview
19. • Asset lists can be uploaded and updated throughout the transaction
or on an ongoing basis
• Customisable e.g. can list contracts or use this tool to capture key terms
for all contracts in an easily ‘searchable/filterable’ format
• Enables management to:
• assess what is owned/used in each jurisdiction
• easily identify which assets will be carved-out of the transaction
• effectively evaluate bids
DealMaster - Asset Lists
20. • Large multi-national corporate acquiring
a company from private ownership
• Due diligence undertaken
– not focused enough
• Pension letters disclosed
– technical issues would have been understood
by an actuary
• Post completion: scheme underfunded
at time of acquisition by €3m. If properly
invested €21m (loss to fund)
Case Study One
21. • Court case. No breach of
warranty, no recovery.
Reasonable purchaser would
have sought expert actuarial,
advice on meaning of letters.
• Onus on purchaser to
comprehend the disclosures,
and if unclear, raise further
queries.
Case Study One (cont…)
22. • Lack of focus to due diligence
or maybe too focused on
the “wrong issues”
• Did not understand significance
of the matters disclosed
• Relied on own assessment without fully
understanding the risk [Court: The fact
significance of disclosure would only be
apparent to an actuary was irrelevant.]
• Post deal issues that came out of this approach
Issues coming out of Case Study One
23. (cont…)
• Lack of understanding of
technical issue disclosed
Key Lesson Learnt:
Do not underestimate the importance of
due diligence and having the
correct people review the
relevant documentation!
Issues coming out of Case Study One
24. • A large business acquiring
a division of another large
business
• Thorough due diligence
done but the pitfalls of
buying out of a large business
Case Study Two
25. • Transitional services issues –
how long should it take
• Tax and legal structuring issues –
opposing views – but control tax!!
• Hidden costs eg software licences, “rental” cash
• Stock options and other labour law issues
• Ownership of assets
Key Lesson Learnt: Importance of deal
planning and realistic bid timetable.
Focus on the carve out with the right team
Issues coming out of Case Study Two
26. • Acquisition by a large
corporate of an
entrepreneurial private
business
Case Study Three
27. • Cultural
• Understanding what made
the target business “click”
• The original owners role post deal
• Employees view of becoming part of
a large corporate and the organisational
changes that resulted
• Relationship with third party vendors
Key Lesson Learnt: Integrating culture
and incentivisation package
Issues coming out of Case Study Three
28. • Fixing the valuation
“gap” on a technology
Case Study Four
29. • Earn out arrangements
• Issues associated with earn out arrangements
including short term focus of vendors against
long term focus of buyers and what happens if
the buyer changes their mind.
• What happens when the synergies aren’t there
Issues Coming out of Case Study Four
30. Committed locally, connected globally
• Our team of international M&A lawyers comprises 350+ M&A lawyers across our global network
• We are one of the leading European midmarket corporate transactional teams,
extending beyond to the Middle East, Asia and Africa.
• Over 50% of our transactions involve more than 3 jurisdictions
• Advised on over US$95 billion of deals in 2012/13
• Our commitment to project management ensures we deliver consistent high quality across
our international network and control when it comes to timing and costs. We aim to provide
the most transparent and predictable international corporate legal offering available
• We have invested millions of Euros in internal training
• We adopt a multidisciplinary approach – no silo mentality
• Extensive use of technology
• Cost budgeting, transparency and certainty
The Eversheds’ M&A Group
31. • Chemtura on the $1bn sale of its agrochemicals business
across 36 jurisdictions
• China National Nuclear Corporation (CNNC) on its
investment in the £16bn Hinkley Point C nuclear power station
• DuPont on the European aspects of the US$4.9 billion disposal
of its performance coatings business across 18 jurisdictions
• Cisco in connection with its $5bn acquisition of NDS
• AID Partners Capital on the acquisition of the HMV business
in Hong Kong and Singapore
• May Gurney on the £221m takeover by Kier
• Anglo American on the sale of a portfolio of UK assets for £285m
• Dairy Crest on the sale of its French spreads business
for £344 million.
Highlight recent deals
We provide strategic advice to international leaders
and household names
32. Electra Partners on its
£160m acquisition of UBM's
Data Services businesses
across 28 jurisdictions
AID Partners Capital
Limited on its acquisition of
the entire stake in HMV
Hong Kong, Singapore and
Greater China
DuPont on the European
aspects of its US$4.9bn
disposal of its performance
coatings business across 18
jurisdictions
Oaktree Capital on its
€175m acquisition of
Milpro and Evac from
Zodiac Marine &
Pool across 11
jurisdictions
Sunrise Senior Living,
leading care home
operator, on its
acquisition by US group
Health Care REIT in a
deal valued at $4.3bn
(£2.7bn)
Cisco on the $5bn
acquisition of NDS
Flybe in connection with
its €150m (£128m)
acquisition of 43 short-
haul routes operated
by Aer Lingus
AID Partners Capital Ltd
on a US$10m investment
in Prime Focus World
N.V.
Tech Data Corporation
on the strategic £220m
purchase of several
distribution companies
from Specialist Computer
Holdings in the UK
Rutland Partners on the
sale of Advantage
Healthcare and the
acquisition of Timbmet
Door Solutions
M&A track record
Experience you can trust
33. The management team
of Metronet UK in
relation to the MBO of
Metronet backed by LDC
The management team
of Four Seasons
Healthcare in relation to
Terra Firma’s £825m
acquisition of Four
Seasons
Rhapsody on its
acquisition of Napster
Europe
Isis Equity Partners and
management on the sale
and secondary buy-out
of online retailer Wiggle
for £180m
3M on its acquisition of
the DIY and professional
division of French group
Gergonne/GPI
Hampson Industries on
the USD84m sale of its
shims business
Jardine Lloyd Thompson
Group plc on the partial
offer from Jardine
Matheson to take its
shareholding to approx
40%
ECI Partners LLP on the
£50m secondary
management buy out of
rail travel company
Amber Travel from
Primary Capital
ghd management team
on its sale from Montagu
Private Equity to Lion
Capital
May Gurney on the
£221m takeover offer
from Kier
M&A track record
Experience you can trust
34. • We are able to develop and add value to our client relationships
through our collaborative approach and range of innovative tools,
reports and training
Innovative thought leaders
Expertise and insight for clients
35. • Designed to emphasise the global
capability of the Eversheds M&A
offering
• One document to showcase our
international team, cross border
work and high profile projects
• Includes a front end commentary –
“our take” – on the current market
• Excellent firm and client feedback
• Second edition being planned for
Q1 2015
Corporate marketing and BD tools
International M&A Dealbook
36. Robin Johnson
Client Partner, Corporate
International Lead (UK)
robinjohnson@eversheds.com
+44 207 919 4754
+44 783 141 4079
Marc Nufer
Partner, Corporate (Switzerland)
Marc.nufer@eversheds.ch
+41 31 32 87 58 0
David Williams
Partner, Corporate (Spain)
dwilliams@evershedsnicea.com
+34 60 80 98 44 4
Paul Cotton
Partner, Labour Law
International Lead (UK)
paulcotton@eversheds.com
+44 113 200 4745
+44 777 558 6259
International M&A Team
37. Tom Bridgford
Partner, International Commercial
Lead (UK)
tombridgford@eversheds.com
+44 161 831 8231
+44 776 651 1501
Charlotte Chambers
Project Manager , Corporate (UK)
charlottechambers@eversheds.com
+44 207 919 4964
+44 755 701 4315
International M&A Team
38. For further information, please
contact:
Robin Johnson
robinjohnson@Eversheds.com
+ 44 20 7919 4754
Marc Nufer
marc.nufer@Eversheds.ch
+ 41 31 32 87 58 0