The DealMakers Gala Awards is a must-attend event for the M&A and general corporate finance industry. The date is diarised 12 months in advance and the competition is fierce in a very tough environment. Deals are hard fought, the work is complex, the hours are long and those working on the deals need to have a special "something" in order to see what others may not, to be innovative while being meticulous and to be able to persuade all the parties that the vision is worth striving for. Lawyers are very much a part of this "sexy" industry.
As a member of a large business law firm which is very active in M&A one is often asked to comment on the extent to which the level of M&A activity is indicative of the state of the economy or nation. There's always an expectation that the level of M&A activity, whether represented by the number or value of deals, or a combination of both, holds the key to where the economy has been and where it is heading.
There is something magical about putting commercial transactions together and implementing them. It feeds into the primary instinct of people to strive constantly for growth and advancement. Unfortunately, the outcome is not always win-win and sometimes one is faced with a win-lose situation.
The Nigerian business climate recorded a significant level of both foreign and local participation in 2014 with respect to mergers and acquisitions (M&A) transactions in various sectors, such as banking, oil and gas, food and beverages and insurance among others. In certain sectors, M&A transactions were triggered by regulatory directives while in other sectors they were driven by foreign direct investments.
In 2014 we saw the long awaited recovery of the M&A market, with the value of global M&A deals at its highest since 2007. Global deal values in 2014 totalled over US$3.2 trillion, not far off double the US$1.75 trillion recorded in 2009, the lowest during the financial crisis.
The final nail in the coffin of Swiss banking-secrecy was the Swiss government's recent unveiling of draft legislation which will enable the automatic exchange of information regarding offshore accounts held in Switzerland. This marks the end of an era.
While most taxpayers were participating in the festivity of April Fool's Day on 1 April 2014, the not-so-funny amending provisions to s8F of the Income Tax Act (58 of 1962) became effective. The implication is that any interest incurred on or after that date, in respect of a "hybrid debt instrument", will be deemed to be a dividend in specie declared and paid by the company on the last day of the year of assessment. It is not deductible for income tax purposes. This may have unintended tax consequences where the holder of the instrument is not a shareholder of the issuer.
Leaders in all spheres of life face new challenges and greater uncertainties in a fluid political and economic environment. For law firm leaders, these challenges are arguably greater than those facing others due to the unique nature of professional services firm structures, and the continued existence of the law firm partnership model, even though many firms are technically incorporated.
When in-house legal teams run appointment processes to select law firms to act for them on their so-called panels, there are a small number of words in every tender document that result in a visceral shudder for partners and bid teams in law firms: "Please give examples of innovative pricing models".
Competition laws apply to economic activity – the economic actors who carry out this activity are the ones to whom the law confers rights and on whom the law imposes obligations. Different countries use different terms to describe these economic actors. In South Africa, the Competition Act borrows the word from economic literature that describes the most basic economic unit – the "firm". (Only in s5(1) of the Act is the word "party" used instead of "firm". This departure from the language used in s4(1) cannot be readily explained, other than as a drafting inconsistency.)
The Competition Commission has recognised a growing need various stakeholders have for the Commission to develop guidelines to determine administrative penalties. In response to this the Commission published for public comment its draft Guidelines for the Determination of Administrative Penalties for Prohibited Practices at the end of 2014.