Submitted by: Sarah Cohn, Communications
RiskMetrics has released the 2009 edition of its annual Board Practices study, which analyzes the structure and composition of boards of directors at S&P 1,500 companies. Most notably, the study finds a continuing increase in the prevalence of companies with board chairs who are not the CEO—46% now have that structure in place, with more than 150 companies having adopted the practice in the last five years.
Each year, RiskMetrics evaluates the practices of boards of directors to identify the latest trends. To access the key findings from RiskMetrics’ 2009 Board Practices study, please visit here. The entire study can be purchased here.
Thursday, January 08, 2009
U.S. Private Equity Firms Raise $265.6 Billion in 2008, 18% Less Than 2007 as Fund-Raising Pulls Back in 4Q
Dow Jones Private Equity Analyst: U.S. Firms Raise $40 Billion in 4Q08, Down 60%; Fund-Raising May Decline Further As Firms Cut Fund Sizes, Delay Closings
NEW YORK, Jan. 8 /PRNewswire/ -- After three strong quarters of resistance, private equity fund-raising slowed to a virtual standstill in the fourth quarter of 2008, according to analysis released today by Dow Jones Private Equity Analyst.
Based on statistics from the LP Source database (www.privateequity.dowjones.com), the newsletter reports that 99 funds raised approximately $43 billion in the fourth quarter, down significantly from the nearly $100 billion raised by 208 funds during the same period in 2007. Overall, 363 U.S.-based private equity funds raised $265.6 billion in 2008, 18% below the recorded $325.8 billion raised by 506 funds in 2007.
"The drop in fund-raising we saw in the 4th quarter marked a dramatic reversal from the first three quarters of the year, when private equity firms had been running slightly ahead of 2007's fund record pace," said Jennifer Rossa, Managing Editor of Dow Jones Private Equity Analyst. "While 2008 was still easily the second-best year on record, the decline we saw in the most recent quarter may steepen in the coming months, as some large buyout shops are considering fund size cuts and many limited partners are going to have trouble finding money to commit."
Economic Pains Felt Across Most of Private Equity Industry
According to Dow Jones Private Equity Analyst, very few areas of the private equity industry have proved immune from the economic crisis triggered by the Lehman Brothers bankruptcy in early September. In particular, the buyout industry has seen its problems compound with fund-raising down 26% from $244.6 billion across 222 funds in 2007 to $181 billion across 143 funds in 2008--on par with levels seen in 2006. At the nine-month mark, the buyout sector was only down 3% year-over-year.
For the first time in many years, buyout firms' proportion of overall fund-raising declined, from 75% in 2007 to 68% in 2008.
Venture capital fund-raising, which had been up by around 4% at the end of the third quarter, also saw a drop-off by the end of the year. Venture firms raked in $24.7 billion across 150 funds in 2008, down 25% from $33.1 billion raised by 182 funds in 2007. This also marks the lowest fund-raising total for the venture industry since 2004.
Mezzanine fund-raising was the lone bright spot, as fund-raising in this sector soared to record heights on the back of Goldman Sachs Capital Partners' $20-billion GS Mezzanine Partners V LP fund. Funds of funds and even secondary funds, normally considered well-positioned to benefit from market chaos, posted weak fund-raising totals, down 55% and 36%, respectively.
To learn more about Dow Jones Private Equity Analyst, view a sample issue or subscribe, visit www.privateequity.dowjones.com or call (877) 633-8663.
NEW YORK, Jan. 8 /PRNewswire/ -- After three strong quarters of resistance, private equity fund-raising slowed to a virtual standstill in the fourth quarter of 2008, according to analysis released today by Dow Jones Private Equity Analyst.
Based on statistics from the LP Source database (www.privateequity.dowjones.com), the newsletter reports that 99 funds raised approximately $43 billion in the fourth quarter, down significantly from the nearly $100 billion raised by 208 funds during the same period in 2007. Overall, 363 U.S.-based private equity funds raised $265.6 billion in 2008, 18% below the recorded $325.8 billion raised by 506 funds in 2007.
"The drop in fund-raising we saw in the 4th quarter marked a dramatic reversal from the first three quarters of the year, when private equity firms had been running slightly ahead of 2007's fund record pace," said Jennifer Rossa, Managing Editor of Dow Jones Private Equity Analyst. "While 2008 was still easily the second-best year on record, the decline we saw in the most recent quarter may steepen in the coming months, as some large buyout shops are considering fund size cuts and many limited partners are going to have trouble finding money to commit."
Economic Pains Felt Across Most of Private Equity Industry
According to Dow Jones Private Equity Analyst, very few areas of the private equity industry have proved immune from the economic crisis triggered by the Lehman Brothers bankruptcy in early September. In particular, the buyout industry has seen its problems compound with fund-raising down 26% from $244.6 billion across 222 funds in 2007 to $181 billion across 143 funds in 2008--on par with levels seen in 2006. At the nine-month mark, the buyout sector was only down 3% year-over-year.
For the first time in many years, buyout firms' proportion of overall fund-raising declined, from 75% in 2007 to 68% in 2008.
Venture capital fund-raising, which had been up by around 4% at the end of the third quarter, also saw a drop-off by the end of the year. Venture firms raked in $24.7 billion across 150 funds in 2008, down 25% from $33.1 billion raised by 182 funds in 2007. This also marks the lowest fund-raising total for the venture industry since 2004.
Mezzanine fund-raising was the lone bright spot, as fund-raising in this sector soared to record heights on the back of Goldman Sachs Capital Partners' $20-billion GS Mezzanine Partners V LP fund. Funds of funds and even secondary funds, normally considered well-positioned to benefit from market chaos, posted weak fund-raising totals, down 55% and 36%, respectively.
To learn more about Dow Jones Private Equity Analyst, view a sample issue or subscribe, visit www.privateequity.dowjones.com or call (877) 633-8663.
Wednesday, January 07, 2009
I.P.O. Chill May Last Through 2010, Analysts Say
The frozen market for initial public offerings won’t thaw in 2009 — or even the year after that, according to Bernstein Research. Bernstein’s analysts say they do not expect the market for new stock sales to bottom out until 2010 at the earliest, followed by a modest recovery.
If they are right, the result will be less fees for underwriters like Goldman Sachs and Morgan Stanley and hard times for companies and venture investors that have been patiently waiting to cash out by going public.
Companies tend to go public when stock markets are rising, volatility is low and equity fund flows are healthy. That clearly was not the case in 2008, as the global credit crisis roiled world markets and sent investors fleeing to the sidelines.
Last year, the number of initial public offerings experienced a huge downswing, with total I.P.O. volume declining 45 percent compared with the previous year. A record-setting 86 I.P.O.’s were canceled, and the average size of the I.P.O.’s shrank significantly.
Equity capital markets professionals at the investment banks shouldn’t expect a quick recovery, Bernstein says. Based on an analysis of historical data, Bernstein said it expects I.P.O. volumes to fall an additional 25 percent in 2009, followed by a 10 percent decline in 2010. This implies a 60 percent peak-to-trough decline in I.P.O. volumes from 2007 to 2010.
These predictions of an extended drought come as investment banks are suffering slowdowns in nearly every other segment of their business (merger advice, convertible and risk arbitrage, prime brokerage, asset management and retail brokerage).
Equity underwriting is one of the highest-margin businesses on Wall Street. Goldman Sachs and Morgan Stanley each generated about 4 to 5 percent of their total revenues from equity underwriting. That profit center will be taking quite a hit. Bernstein expects combined equity underwriting revenues for the two firms to decline by 35 percent annually in 2009 (after a 19 percent drop in 2008) and then fall by another by 5 percent in 2010, before a modest recovery of 15 percent in 2011 and 2012.
And then there are the private equity shops and venture investors that hoped to cash out of their investments and take their portfolio companies public.
The money these firms have wrapped up in their current investment will have to stay put until the I.P.O. market recovers, meaning there will be less money available for new projects. Entrepreneurs, who fear the shortage of funding could stifle innovation, are surely hoping Bernstein’s dire predictions don’t pan out.
– Cyrus Sanati, NYT DealBook, January 7, 2009
If they are right, the result will be less fees for underwriters like Goldman Sachs and Morgan Stanley and hard times for companies and venture investors that have been patiently waiting to cash out by going public.
Companies tend to go public when stock markets are rising, volatility is low and equity fund flows are healthy. That clearly was not the case in 2008, as the global credit crisis roiled world markets and sent investors fleeing to the sidelines.
Last year, the number of initial public offerings experienced a huge downswing, with total I.P.O. volume declining 45 percent compared with the previous year. A record-setting 86 I.P.O.’s were canceled, and the average size of the I.P.O.’s shrank significantly.
Equity capital markets professionals at the investment banks shouldn’t expect a quick recovery, Bernstein says. Based on an analysis of historical data, Bernstein said it expects I.P.O. volumes to fall an additional 25 percent in 2009, followed by a 10 percent decline in 2010. This implies a 60 percent peak-to-trough decline in I.P.O. volumes from 2007 to 2010.
These predictions of an extended drought come as investment banks are suffering slowdowns in nearly every other segment of their business (merger advice, convertible and risk arbitrage, prime brokerage, asset management and retail brokerage).
Equity underwriting is one of the highest-margin businesses on Wall Street. Goldman Sachs and Morgan Stanley each generated about 4 to 5 percent of their total revenues from equity underwriting. That profit center will be taking quite a hit. Bernstein expects combined equity underwriting revenues for the two firms to decline by 35 percent annually in 2009 (after a 19 percent drop in 2008) and then fall by another by 5 percent in 2010, before a modest recovery of 15 percent in 2011 and 2012.
And then there are the private equity shops and venture investors that hoped to cash out of their investments and take their portfolio companies public.
The money these firms have wrapped up in their current investment will have to stay put until the I.P.O. market recovers, meaning there will be less money available for new projects. Entrepreneurs, who fear the shortage of funding could stifle innovation, are surely hoping Bernstein’s dire predictions don’t pan out.
– Cyrus Sanati, NYT DealBook, January 7, 2009
Wednesday, December 31, 2008
PwC: 2009 M&A to be fueled by 'merger of necessity'
- Baz Hiralal, The Deal.com, December 31, 2009:
Robert Filek, a partner in PricewaterhouseCoopers' transaction services group -- and a former CD Forum moderator -- said "troubled companies will look to align with larger, stronger players in order to survive, creating the perfect storm for mergers of necessity," PwC said in a lengthy report that the deal landscape will be dominated by distressed investments across sectors including financial services, automotive, consumer products and retail.
The report analyzes major sectors including energy and healthcare, among others. It notes the new administration's goals include expanding access to quality and affordable health insurance, modernizing healthcare, reducing costs, and promoting public health, prevention and wellness. "This will create an uptick in 2009."
PwC also notes a "wild card," posing this question: Could public company valuations get so low that the public-to-private transaction could re-emerge? We'll see what the new year brings -- hopefully some looser credit markets.
Go to the PwC 2009 M&A report
Robert Filek, a partner in PricewaterhouseCoopers' transaction services group -- and a former CD Forum moderator -- said "troubled companies will look to align with larger, stronger players in order to survive, creating the perfect storm for mergers of necessity," PwC said in a lengthy report that the deal landscape will be dominated by distressed investments across sectors including financial services, automotive, consumer products and retail.
The report analyzes major sectors including energy and healthcare, among others. It notes the new administration's goals include expanding access to quality and affordable health insurance, modernizing healthcare, reducing costs, and promoting public health, prevention and wellness. "This will create an uptick in 2009."
PwC also notes a "wild card," posing this question: Could public company valuations get so low that the public-to-private transaction could re-emerge? We'll see what the new year brings -- hopefully some looser credit markets.
Go to the PwC 2009 M&A report
Friday, December 12, 2008
E&Y: 2008 M&A recap and '09 outlook
Ernst & Young has issued a report on mergers and acquisitions that shows 2008 deal volume slowed to 2003 levels, valuations fell, and cash rich corporations are shopping cautiously. The report notes even corporations with cash on hand and strong balance sheets -- which previously faced competition from PE firms -- are now confronted with new players arriving on the scene: sovereign wealth funds and other foreign buyers looking to acquire undervalued and distressed U.S. assets.
E&Y makes note that in 2009 that those without a certain level of liquidity will need to figure out a way to re-engineer their capital position to survive the current cycle.
The report also contains numbers on private equity, emerging markets and a breakdown for M&A in the financial services, pharmaceutical, oil and gas, media and entertainment, technology, and auto sectors.
E&Y makes note that in 2009 that those without a certain level of liquidity will need to figure out a way to re-engineer their capital position to survive the current cycle.
The report also contains numbers on private equity, emerging markets and a breakdown for M&A in the financial services, pharmaceutical, oil and gas, media and entertainment, technology, and auto sectors.
Wednesday, December 10, 2008
Global I.P.O. Activity Hits 13-Year Low
Ernst & Young has released its Global I.P.O. update and it should come as no surprise that the numbers are dismal.
The total number of global initial public offerings brought to market over the last 11 months was the lowest since 1995, according to the survey.
A total of 745 I.P.O.s worldwide raised $95.3 billion in capital in the first 11 months of 2008, compared with 1,790 I.P.O.s raising $256.9 billion over the same period last year.
So far this year, 298 I.P.O.s have been postponed or withdrawn and I.P.O. activity is at the lowest level recorded over the same 11-month period since 1995, which saw 374 I.P.O.s raise $52.4 billion in capital between 1 January and 30 November, according to data from Dealogic
Full-year figures for 2008 aren’t expected to show any improvement on the bleak performance thus far, the report said. The poor showing is particularly stark when compared with 2007, when a record-breaking 1,979 deals were completed, raising $287.1 billion.
Go to Press Release from Ernst &Young via MarketWatch »
The total number of global initial public offerings brought to market over the last 11 months was the lowest since 1995, according to the survey.
A total of 745 I.P.O.s worldwide raised $95.3 billion in capital in the first 11 months of 2008, compared with 1,790 I.P.O.s raising $256.9 billion over the same period last year.
So far this year, 298 I.P.O.s have been postponed or withdrawn and I.P.O. activity is at the lowest level recorded over the same 11-month period since 1995, which saw 374 I.P.O.s raise $52.4 billion in capital between 1 January and 30 November, according to data from Dealogic
Full-year figures for 2008 aren’t expected to show any improvement on the bleak performance thus far, the report said. The poor showing is particularly stark when compared with 2007, when a record-breaking 1,979 deals were completed, raising $287.1 billion.
Go to Press Release from Ernst &Young via MarketWatch »
Monday, December 08, 2008
Predicting More Pain for M&A
The worst is yet to come for the mergers and acquisitions market: That is the conclusion of a new analysis by Bernstein Research, which projects that the drop-off in M&A activity will accelerate in 2009 and won’t bottom out until 2010.
Such a prolonged decay would be a blow to the bottom lines of Morgan Stanley and Goldman Sachs, which are now more dependent on the revenues generated from deal-making because they can no longer rely on their trading arms — until recently heavily leveraged — to rake in the dough. It could also have a devastating effect on boutique investment banks, such as Greenhill and Evercore, which draw the bulk of their income from advisory work, the report said.
For most industries, the merger game is a pro-cyclical business. Strategic M&A activity has historically been correlated with favorable economic conditions. The same seems to be true of private equity deals, according to Bernstein’s analysis.
Bernstein projects that total M&A volume, including private equity and strategic deals, will decline by 25 percent in 2009 from the previous year, followed by a 15 percent year-over-year decline in 2010. This implies that the trough of the M&A market will be in the second half of 2010 and will mark a 45 percent decline from the peak 2007 levels.
That drop-off implies that peak-to-trough advisory revenues will decline by 52 percent. That is apt to hurt Goldman Sachs more than Morgan Stanley, because Goldman is more dependent on advisory revenue than its uptown rival, the report suggested.
There is a bit of a silver lining. M&A activity is still hot in some sectors where there isn’t a lot of emphasis put on leverage — like energy. Also, industries such as health care, which are not as affected by the downturn in the economy, should continue to be a source of deals, the report said.
And it could have been worse. The projected 45 percent decline this cycle is nowhere near as steep as the one that occurred in the last downturn from 2000 to 2003, after the tech bubble burst. Back then, M&A activity saw a peak-to-trough decline of 70 percent.
– Cyrus Sanati, NYT DealBook
Such a prolonged decay would be a blow to the bottom lines of Morgan Stanley and Goldman Sachs, which are now more dependent on the revenues generated from deal-making because they can no longer rely on their trading arms — until recently heavily leveraged — to rake in the dough. It could also have a devastating effect on boutique investment banks, such as Greenhill and Evercore, which draw the bulk of their income from advisory work, the report said.
For most industries, the merger game is a pro-cyclical business. Strategic M&A activity has historically been correlated with favorable economic conditions. The same seems to be true of private equity deals, according to Bernstein’s analysis.
Bernstein projects that total M&A volume, including private equity and strategic deals, will decline by 25 percent in 2009 from the previous year, followed by a 15 percent year-over-year decline in 2010. This implies that the trough of the M&A market will be in the second half of 2010 and will mark a 45 percent decline from the peak 2007 levels.
That drop-off implies that peak-to-trough advisory revenues will decline by 52 percent. That is apt to hurt Goldman Sachs more than Morgan Stanley, because Goldman is more dependent on advisory revenue than its uptown rival, the report suggested.
There is a bit of a silver lining. M&A activity is still hot in some sectors where there isn’t a lot of emphasis put on leverage — like energy. Also, industries such as health care, which are not as affected by the downturn in the economy, should continue to be a source of deals, the report said.
And it could have been worse. The projected 45 percent decline this cycle is nowhere near as steep as the one that occurred in the last downturn from 2000 to 2003, after the tech bubble burst. Back then, M&A activity saw a peak-to-trough decline of 70 percent.
– Cyrus Sanati, NYT DealBook
Monday, December 01, 2008
Postmortem: Nearly as Many Cancelled Mergers as New Ones
Deal Journal - WSJ.com - December 1, 2008, 10:51 am
Postmortem: Nearly as Many Cancelled Mergers as New Ones
Posted by Heidi N. Moore
Deal Journal readers, welcome back from the Thanksgiving weekend. Let us catch you up on things in the deal world.
Monday’s disheartening statistic du jour comes from Thomson Reuters, which totted up the effect of last week’s abandoned $188 billion offer for Rio Tinto by BHP Billiton. (Deal Journal puts the acquisition price of that deal at $66 billion, but Thomson Reuters includes in the price the Rio Tinto debt BHP would have assumed in a deal as well as the value under the original share price.)
By that counting, the collapse of the BHP-Rio Tinto deal pushed the seesaw of merger volume to a rarely-seen balance: the value of busted mergers in the fourth quarter is nearly equal to the value of the mergers that were signed.
According to Thomson Reuters data, there have been $322 billion of withdrawn M&A deals in the fourth quarter, compared with $362 billion of announced deals. For every 100 mergers or acquisitions announced in the fourth quarter, seven were called off.
It probably won’t stop there. There are some gigantic proposed deals still very much on the wire. The squeeze in the credit markets has made it highly unlikely that Swiss pharmaceuticals giant Roche Holding will find banks willing to underwrite the $45 billion loan it needs to buy the majority of Genentech it doesn’t already own. The $42 billion takeover of BCE may be scuttled by an accounting firm’s preliminary opinion that the parent of Bell Canada wouldn’t be solvent after the deal.
Investment banks are already awash in losses and will dearly miss the accompanying lost merger fees. The BHP-Rio deal alone would have meant $304 million in fees spread out across a coterie of 16 banks including UBS, BNP Paribas, Goldman Sachs Group, Gresham Partners, Lazard, HSBC Holdings, Merrill Lynch and Citigroup, Rothschild, Deutsche Bank, Macquarie Group, Societe Generale, Morgan Stanley, JP Morgan Cazenove, Credit Suisse Group and Royal Bank of Scotland Group.
Of course, what the banks lose in merger fees on busted deals they often gain in peace of mind. A dead deal, after all, means that the banks don’t have to underwrite tens of billions of dollars of loans for which there are few buyers.
Postmortem: Nearly as Many Cancelled Mergers as New Ones
Posted by Heidi N. Moore
Deal Journal readers, welcome back from the Thanksgiving weekend. Let us catch you up on things in the deal world.
Monday’s disheartening statistic du jour comes from Thomson Reuters, which totted up the effect of last week’s abandoned $188 billion offer for Rio Tinto by BHP Billiton. (Deal Journal puts the acquisition price of that deal at $66 billion, but Thomson Reuters includes in the price the Rio Tinto debt BHP would have assumed in a deal as well as the value under the original share price.)
By that counting, the collapse of the BHP-Rio Tinto deal pushed the seesaw of merger volume to a rarely-seen balance: the value of busted mergers in the fourth quarter is nearly equal to the value of the mergers that were signed.
According to Thomson Reuters data, there have been $322 billion of withdrawn M&A deals in the fourth quarter, compared with $362 billion of announced deals. For every 100 mergers or acquisitions announced in the fourth quarter, seven were called off.
It probably won’t stop there. There are some gigantic proposed deals still very much on the wire. The squeeze in the credit markets has made it highly unlikely that Swiss pharmaceuticals giant Roche Holding will find banks willing to underwrite the $45 billion loan it needs to buy the majority of Genentech it doesn’t already own. The $42 billion takeover of BCE may be scuttled by an accounting firm’s preliminary opinion that the parent of Bell Canada wouldn’t be solvent after the deal.
Investment banks are already awash in losses and will dearly miss the accompanying lost merger fees. The BHP-Rio deal alone would have meant $304 million in fees spread out across a coterie of 16 banks including UBS, BNP Paribas, Goldman Sachs Group, Gresham Partners, Lazard, HSBC Holdings, Merrill Lynch and Citigroup, Rothschild, Deutsche Bank, Macquarie Group, Societe Generale, Morgan Stanley, JP Morgan Cazenove, Credit Suisse Group and Royal Bank of Scotland Group.
Of course, what the banks lose in merger fees on busted deals they often gain in peace of mind. A dead deal, after all, means that the banks don’t have to underwrite tens of billions of dollars of loans for which there are few buyers.
Wednesday, November 19, 2008
Broken Deals: Who’s to Blame?
Posted by Holger Spamann, co-editor, Harvard Law School Corporate Governance Blog, on Wednesday November 19, 2008 at 12:13 pm
Insights from Practice, Mergers and Acquisitions, Program Events -->
Who’s to blame when a signed deal falls through? This question is especially relevant with respect to LBO buyers these days. Deals negotiated when times were good and credit was easy look much less appealing if not disastrous now that the short term economic outlook is bleak and the credit environment has soured. In particular, banks are weary of lending into LBOs when their ability to securitize and sell off the loans has waned. Private equity buyers may want to extricate themselves from signed deals, or be forced to do so because debt financing is not forthcoming. What contractual rights do sellers, buyers, and financiers have against one another in such a situation? What reputational effects, if any, constrain them from exercising those rights? And how should a seller’s board trade off deal certainty against price when choosing between competing transactions? Isaac Corré of Eton Park, Steven Davidoff a/k/a The Deal Professor, John Finley of Simpson Thacher, and Jim Morphy of Sullivan & Cromwell debated these questions with Vice Chancellor Leo Strine, Jr. and Professor Robert C. Clark in their Mergers, Acquisitions, and Split-Ups class here at Harvard Law School last week.
The video of the event is available here.
Insights from Practice, Mergers and Acquisitions, Program Events -->
Who’s to blame when a signed deal falls through? This question is especially relevant with respect to LBO buyers these days. Deals negotiated when times were good and credit was easy look much less appealing if not disastrous now that the short term economic outlook is bleak and the credit environment has soured. In particular, banks are weary of lending into LBOs when their ability to securitize and sell off the loans has waned. Private equity buyers may want to extricate themselves from signed deals, or be forced to do so because debt financing is not forthcoming. What contractual rights do sellers, buyers, and financiers have against one another in such a situation? What reputational effects, if any, constrain them from exercising those rights? And how should a seller’s board trade off deal certainty against price when choosing between competing transactions? Isaac Corré of Eton Park, Steven Davidoff a/k/a The Deal Professor, John Finley of Simpson Thacher, and Jim Morphy of Sullivan & Cromwell debated these questions with Vice Chancellor Leo Strine, Jr. and Professor Robert C. Clark in their Mergers, Acquisitions, and Split-Ups class here at Harvard Law School last week.
The video of the event is available here.
Tuesday, November 11, 2008
More Oversight for Private Players?
Hedge funds and private equity firms may come in for more regulatory oversight, if Senator Charles Schumer has his way.
The Deal.com noted that the New York Democrat, speaking at the Securities Industry and Financial Markets Association’s Summit on the Troubled Asset Relief Program Monday, predicts that any regulatory reform would include more oversight of private capital players such as hedge funds or buyout shops, whose failure could present a systemic threat.
“All market participants [regulated and unregulated] are linked as counterparties,” he said.
Go to Article from The Deal.com »
The Deal.com noted that the New York Democrat, speaking at the Securities Industry and Financial Markets Association’s Summit on the Troubled Asset Relief Program Monday, predicts that any regulatory reform would include more oversight of private capital players such as hedge funds or buyout shops, whose failure could present a systemic threat.
“All market participants [regulated and unregulated] are linked as counterparties,” he said.
Go to Article from The Deal.com »
Tuesday, November 04, 2008
Middle-market tech deals getting done
Posted on November 4, 2008 at 10:39 AM, The Deal.com:
M&A activity slowed considerably over the past three months, and most analysts we've talked with, including Booz & Co.'s Gerald Adolph and Cravath, Swaine & Moore's Jim Woolery, expect more slowing through the end of the year. But our colleague Alain Sherter over at Tech Confidential reports Tuesday on one industry segment that's maintaining respectable levels of M&A: the middle-market technology sector.Referencing a report from the boutique investment bank TM Capital, Sherter writes that:
Providers of enterprise application software, infrastructure management tools and information technology services saw 439 deals in the third quarter, roughly level with deal activity in the previous quarter and slightly ahead of totals in the year-ago period.The total value of tech deals, however, is off from last year, as strategic acquirers focus on smaller deals. - Suzanne Stevens
M&A activity slowed considerably over the past three months, and most analysts we've talked with, including Booz & Co.'s Gerald Adolph and Cravath, Swaine & Moore's Jim Woolery, expect more slowing through the end of the year. But our colleague Alain Sherter over at Tech Confidential reports Tuesday on one industry segment that's maintaining respectable levels of M&A: the middle-market technology sector.Referencing a report from the boutique investment bank TM Capital, Sherter writes that:
Providers of enterprise application software, infrastructure management tools and information technology services saw 439 deals in the third quarter, roughly level with deal activity in the previous quarter and slightly ahead of totals in the year-ago period.The total value of tech deals, however, is off from last year, as strategic acquirers focus on smaller deals. - Suzanne Stevens
Friday, October 24, 2008
Lipton, Friedman and Rice on the Future of M&A
NYT DealBook, October 24, 2008
Three high-powered figures in the financial industry gathered at New York University’s law school on Thursday to discuss the future of mergers and acquisitions in the post-credit-bubble world.
The panelists — Stephen Friedman, the retired chairman of Goldman Sachs and the current Chairman of the Federal Reserve Bank of New York; Martin Lipton, the founding partner of the law firm Wachtell, Lipton, Rosen & Katz; and Joseph Rice III, the founder and chairman of private equity firm Clayton Dubilier & Rice — took turns discussing the challenges and opportunities ahead, as well as reflecting on the current economic crisis.
Mr. Rice said he was convinced that “human greed” took control of the system. But the bubble was egged on, he added, because “there was clearly too much capital around” and “people needed to find something to do with it.” He went on to say that “there is no question that there will be more regulation.”
As for the future of private equity, Mr. Rice sounded optimistic and expressed no doubt that it would make a comeback. “As respect to the buyout business, it is not going away — it’s comatose right now,” he said. “We will see a series of small deals next year and then they will grow in size… It is a perfectly good business, and it’s going to be around as long as there is a financial institution.”
Mr. Friedman spoke at length about the current crisis, which he described as the greatest financial panic since the Great Depression. Part of the problem, he said, was that “people will play the way you pay them,” meaning that the incentive structures that were in place encouraged bad lending and faulty business practices. He said he blamed the banks, consumers and the rating agencies for playing a part in the financial debacle.
He also lashed out at Wall Street bonuses, which he described as a “perverse incentive” that were “structured in a sort of way that you don’t have to give it back.”
Mr. Friedman praised regulators for their decisive and strong actions in 2008, calling them “heroic.” But he said that no one can say they had “done a first-rate job before then.”
Mr. Lipton, pictured above, spoke of a new financial order that he said will be dominated by large banks and filled with lots of smaller boutiques. “Capital raising will be in the hands of the big universal bank,” he said. “They will have the capital and the networks to do it.”
He said he believes the current economic crisis will last between three to five years, but was upbeat about the future of M&A.
“There will always be M&A,” he said, but added that “M&A is very psychological, and C.E.O.’s don’t like to go their boards in this type of economy” and ask to do a deal.
Three high-powered figures in the financial industry gathered at New York University’s law school on Thursday to discuss the future of mergers and acquisitions in the post-credit-bubble world.
The panelists — Stephen Friedman, the retired chairman of Goldman Sachs and the current Chairman of the Federal Reserve Bank of New York; Martin Lipton, the founding partner of the law firm Wachtell, Lipton, Rosen & Katz; and Joseph Rice III, the founder and chairman of private equity firm Clayton Dubilier & Rice — took turns discussing the challenges and opportunities ahead, as well as reflecting on the current economic crisis.
Mr. Rice said he was convinced that “human greed” took control of the system. But the bubble was egged on, he added, because “there was clearly too much capital around” and “people needed to find something to do with it.” He went on to say that “there is no question that there will be more regulation.”
As for the future of private equity, Mr. Rice sounded optimistic and expressed no doubt that it would make a comeback. “As respect to the buyout business, it is not going away — it’s comatose right now,” he said. “We will see a series of small deals next year and then they will grow in size… It is a perfectly good business, and it’s going to be around as long as there is a financial institution.”
Mr. Friedman spoke at length about the current crisis, which he described as the greatest financial panic since the Great Depression. Part of the problem, he said, was that “people will play the way you pay them,” meaning that the incentive structures that were in place encouraged bad lending and faulty business practices. He said he blamed the banks, consumers and the rating agencies for playing a part in the financial debacle.
He also lashed out at Wall Street bonuses, which he described as a “perverse incentive” that were “structured in a sort of way that you don’t have to give it back.”
Mr. Friedman praised regulators for their decisive and strong actions in 2008, calling them “heroic.” But he said that no one can say they had “done a first-rate job before then.”
Mr. Lipton, pictured above, spoke of a new financial order that he said will be dominated by large banks and filled with lots of smaller boutiques. “Capital raising will be in the hands of the big universal bank,” he said. “They will have the capital and the networks to do it.”
He said he believes the current economic crisis will last between three to five years, but was upbeat about the future of M&A.
“There will always be M&A,” he said, but added that “M&A is very psychological, and C.E.O.’s don’t like to go their boards in this type of economy” and ask to do a deal.
Tuesday, October 21, 2008
Deal Making Surpasses $3 Trillion
October 21, 2008, 1:12 pm
Posted by Stephen Grocer - DealJournal - WSJ.com
Perhaps you didn’t hear the M&A gong Monday, but global deal volume has passed $3 trillion–the fifth time that has happened though, not surprisingly, it took roughly three months longer than it did last year.
It did so on the backs of the new kings of deal making. No, not Henry Kravis or Stephen Schwarzman or Steve Ballmer or any other titan of industry, for that matter. No, this year’s M&A king makers earn far less, but wield far more power and capital. They are Hank Paulson and Ben Bernanke and, across the pond, Gordon Brown and Alistair Darling.
At a time when the financial crisis is sapping the life out of M&A–$149.1 billion of announced deals have been withdrawn since Sept. 1–the dramatic interventions of the U.S. and British governments have helped propel M&A activity in the financial sector, according to Dealogic.
Government investment in financial institutions has reached $76 billion this year, according to the data. That is almost eight times as much as in all of 2007, the previous high water mark. And this year’s total doesn’t include the planned U.S. investments in nine banks, which will top $120 billion, or the number of deals the federal government had a hand in orchestrating–think J.P. Morgan-Bear Stearns and J.P. Morgan Chase-Washington Mutual.
At the very least, the increased role of governments is representative of numerous issues buffeting the M&A marketplace. With the credit markets and global financial industry both frozen, governments are lenders and buyers of last resort.
Posted by Stephen Grocer - DealJournal - WSJ.com
Perhaps you didn’t hear the M&A gong Monday, but global deal volume has passed $3 trillion–the fifth time that has happened though, not surprisingly, it took roughly three months longer than it did last year.
It did so on the backs of the new kings of deal making. No, not Henry Kravis or Stephen Schwarzman or Steve Ballmer or any other titan of industry, for that matter. No, this year’s M&A king makers earn far less, but wield far more power and capital. They are Hank Paulson and Ben Bernanke and, across the pond, Gordon Brown and Alistair Darling.
At a time when the financial crisis is sapping the life out of M&A–$149.1 billion of announced deals have been withdrawn since Sept. 1–the dramatic interventions of the U.S. and British governments have helped propel M&A activity in the financial sector, according to Dealogic.
Government investment in financial institutions has reached $76 billion this year, according to the data. That is almost eight times as much as in all of 2007, the previous high water mark. And this year’s total doesn’t include the planned U.S. investments in nine banks, which will top $120 billion, or the number of deals the federal government had a hand in orchestrating–think J.P. Morgan-Bear Stearns and J.P. Morgan Chase-Washington Mutual.
At the very least, the increased role of governments is representative of numerous issues buffeting the M&A marketplace. With the credit markets and global financial industry both frozen, governments are lenders and buyers of last resort.
Friday, October 17, 2008
Lehman Brothers Sale
FRI 17 Oct 2008
An auction of Lehman’s Neuberger Berman unit and other investment management bits and pieces moved closer yesterday with bid procedures getting clearance from a New York judge.Private equity groups Bain Capital and Hellman & Friedman agreed last month to purchase Lehman’s prized asset management unit for $2.15 billion, and they will be the lead bidders at an auction for the unit in December.In a status update prior to the judge’s ruling, Lehman’s lead attorney, Harvey Miller, said prosecutors had opened three grand jury investigations into the investment bank’s demise. The New York Post reported that disgraced CEO Dick Fuld is among 12 Lehman executives being subpoenaed. Fuld, questioned by a U.S. congressional panel earlier this month, denied deceiving shareholders.Politicians and the public are calling for heads to roll on Wall Street. Looking into Lehman are federal prosecutors as well as at least one state attorney general. And the FBI is in the early stages of examining mortgage finance companies Fannie Mae and Freddie Mac and insurer American International Group, which were bailed out by the government after getting caught in the credit crunch.Did anyone actually understand the rocket science behind the engineering of the credit default swaps and other complex financial tools that blew up behind the scenes? If not, then it might be a hard sell to convince anyone that investors were intentionally misled.In the brave new financial world that emerges from the chaos of the ‘08 crash, will Wall Street executives be expected to understand everything their firms are doing? Sounds reasonable, if unlikely.
An auction of Lehman’s Neuberger Berman unit and other investment management bits and pieces moved closer yesterday with bid procedures getting clearance from a New York judge.Private equity groups Bain Capital and Hellman & Friedman agreed last month to purchase Lehman’s prized asset management unit for $2.15 billion, and they will be the lead bidders at an auction for the unit in December.In a status update prior to the judge’s ruling, Lehman’s lead attorney, Harvey Miller, said prosecutors had opened three grand jury investigations into the investment bank’s demise. The New York Post reported that disgraced CEO Dick Fuld is among 12 Lehman executives being subpoenaed. Fuld, questioned by a U.S. congressional panel earlier this month, denied deceiving shareholders.Politicians and the public are calling for heads to roll on Wall Street. Looking into Lehman are federal prosecutors as well as at least one state attorney general. And the FBI is in the early stages of examining mortgage finance companies Fannie Mae and Freddie Mac and insurer American International Group, which were bailed out by the government after getting caught in the credit crunch.Did anyone actually understand the rocket science behind the engineering of the credit default swaps and other complex financial tools that blew up behind the scenes? If not, then it might be a hard sell to convince anyone that investors were intentionally misled.In the brave new financial world that emerges from the chaos of the ‘08 crash, will Wall Street executives be expected to understand everything their firms are doing? Sounds reasonable, if unlikely.
Monday, October 13, 2008
United Technologies Withdraws Bid for Diebold
United Technologies said on Monday that it has withdrawn its $2.6 billion offer for Diebold, the maker of automated teller machines and electronic voting machines.
It is the second offer withdrawn on Monday, after Waste Management withdrew a hostile offer for fellow garbage collector Republic Services. Waste Management cited the turbulent markets as its reason for pulling its tender offer.
In a short letter sent to Diebold, United Technologies’ chairman, George David, cited Diebold’s continued refusal to hold talks or release financial information to its unwanted suitor. United Technologies had offered $40 a share, after having pursued Diebold for two years.
“We had hoped we could negotiate a transaction that would have created substantial value for both your and our shareholders,” Mr. David wrote in the letter. “It’s unfortunate this won’t happen.”
In Diebold, United Technologies sought to expand its electronic security business with one of the field’s largest players. Last year, United Technologies bought Initial Electronic Security Systems for about $1.2 billion.
It is the second offer withdrawn on Monday, after Waste Management withdrew a hostile offer for fellow garbage collector Republic Services. Waste Management cited the turbulent markets as its reason for pulling its tender offer.
In a short letter sent to Diebold, United Technologies’ chairman, George David, cited Diebold’s continued refusal to hold talks or release financial information to its unwanted suitor. United Technologies had offered $40 a share, after having pursued Diebold for two years.
“We had hoped we could negotiate a transaction that would have created substantial value for both your and our shareholders,” Mr. David wrote in the letter. “It’s unfortunate this won’t happen.”
In Diebold, United Technologies sought to expand its electronic security business with one of the field’s largest players. Last year, United Technologies bought Initial Electronic Security Systems for about $1.2 billion.
Tuesday, October 07, 2008
PE Fund-Raising Still Going Strong. Buyout Shops, Not So Much
October 7, 2008, 6:30 am
Posted by Deal Journal
The investors who give private-equity firms the money to do deals still are plowing cash into the asset class, but increasingly it is being funneled away from buyout funds to more specialized investors.
Three-quarters of the way through the year, fund-raising by North American private-equity firms–a category that includes buyout, venture capital, mezzanine, distressed and several other types of firms–is ahead of last year’s pace. Through the end of September, 264 funds had raked in $222.6 billion, well ahead of the $200.4 billion raised by 298 funds at this time last year, according to data from LPSource.
That may seem a little nutty, given that the freeze-up in credit markets and the slower-growing economy stand to have a big impact on the private-equity asset class. But after the last downturn, in 2001 and 2002, many investors, known as limited partners, stopped investing in private equity, which turned out to be a bad move, as funds raised at that time eventually proved to be big winners. LPs say they have learned that lesson and will keep investing this time around.
That isn’t to say they aren’t hedging their bets. Buyout firms, which have been hardest hit by the credit crunch, raised $103.3 billion across 77 funds, down 12% from 98 funds that raised $118 billion last year. And venture capital fund-raising was flat, with 107 funds raising $19.7 billion compared with 103 funds raising $19 billion a year earlier.
Other types of firms–those perceived as most likely to benefit in the current environment–gained ground. Mezzanine funds, which invest in debt that also carries characteristics of equity, continue to have a strong year, gathering in $36.9 billion across 13 funds, compared with the $3 billion across nine funds through the third quarter of last year. Distressed firms also have well exceeded last year’s total through the third quarter. Eighteen funds have raised $37.9 billion, up 28% from $29.5 billion raised by 16 funds at this time last year.
“Instead of halting or materially decreasing investing in private equity–as was done in 2000 to 2002–this time around investors are looking to be more tactical investing capital in areas which may benefit in the current economic and business cycle,” said Brett Nelson, head of private equity at consulting firm Ennis Knupp + Associates.
–Keenan Skelly is a reporter for Private Equity Analyst, a Dow Jones publication and a contributor to Deal Journal.
Posted by Deal Journal
The investors who give private-equity firms the money to do deals still are plowing cash into the asset class, but increasingly it is being funneled away from buyout funds to more specialized investors.
Three-quarters of the way through the year, fund-raising by North American private-equity firms–a category that includes buyout, venture capital, mezzanine, distressed and several other types of firms–is ahead of last year’s pace. Through the end of September, 264 funds had raked in $222.6 billion, well ahead of the $200.4 billion raised by 298 funds at this time last year, according to data from LPSource.
That may seem a little nutty, given that the freeze-up in credit markets and the slower-growing economy stand to have a big impact on the private-equity asset class. But after the last downturn, in 2001 and 2002, many investors, known as limited partners, stopped investing in private equity, which turned out to be a bad move, as funds raised at that time eventually proved to be big winners. LPs say they have learned that lesson and will keep investing this time around.
That isn’t to say they aren’t hedging their bets. Buyout firms, which have been hardest hit by the credit crunch, raised $103.3 billion across 77 funds, down 12% from 98 funds that raised $118 billion last year. And venture capital fund-raising was flat, with 107 funds raising $19.7 billion compared with 103 funds raising $19 billion a year earlier.
Other types of firms–those perceived as most likely to benefit in the current environment–gained ground. Mezzanine funds, which invest in debt that also carries characteristics of equity, continue to have a strong year, gathering in $36.9 billion across 13 funds, compared with the $3 billion across nine funds through the third quarter of last year. Distressed firms also have well exceeded last year’s total through the third quarter. Eighteen funds have raised $37.9 billion, up 28% from $29.5 billion raised by 16 funds at this time last year.
“Instead of halting or materially decreasing investing in private equity–as was done in 2000 to 2002–this time around investors are looking to be more tactical investing capital in areas which may benefit in the current economic and business cycle,” said Brett Nelson, head of private equity at consulting firm Ennis Knupp + Associates.
–Keenan Skelly is a reporter for Private Equity Analyst, a Dow Jones publication and a contributor to Deal Journal.
Thursday, October 02, 2008
CD Forum: Dealmakers take a measure of the market
From The Deal.com, October 2, 2008:
The opening panel at The Deal's Corporate Dealmaker Forum reviewed the current state of an M&A market going through one of its most turbulent times in years.
Dealmakers Kenneth R. Meyers, the vice president of mergers and acquisitions at Siemens Corp.; David Drake, president of Georgeson Inc.; and Douglas L. Braunstein, J.P. Morgan Chase & Co.'s head of investment banking discussed the raft of opportunities opening up to corporate buyers.
"Debt is more expansive," said Drake, "but the prices are cheaper."
"Capital on balance sheet and liquidity are critical," Braunstein added. "Having access to liquidity and cash creates a great opportunity for certain corporate buyers. Those that are prepared for this are going to have some great buying opportunities."
Siemens' Meyers agreed, commenting, "These are the kinds of times that it paid off to be conservative and have a strong balance sheet. There are structural advantages to being a large corporate now."
All of the panelists agreed that the best opportunities for acquirers lay in the future since valuations will likely continue to fall, although the mindset of shareholders at target companies is proving resistant to change.
"Over the past year we've seen old habits dying hard," said Georgeson's Drake. "A lot of arbs and hedge funds are really getting burned as private equity firms and others walk away from deals." Citing the Microsoft Corp.-Yahoo! Inc. and Take-Two Interactive Software Inc.-Electronic Arts Inc. cases, he said, "In both cases some investors lost a lot. I do think it's going to be a game of chicken between the buyer's and the target's shareholders now that prices are coming down." "Pricing hasn't come down enough for people to take advantage of opportunities, but I think we're only about three to four months away from that," Braunstein added. "The buying power of strategics are eventually going to align [with valuations]. The problem is that prices haven't yet fallen enough for that to happen. When those align, I think you're going to see a lot more activity at that point." - George White
The opening panel at The Deal's Corporate Dealmaker Forum reviewed the current state of an M&A market going through one of its most turbulent times in years.
Dealmakers Kenneth R. Meyers, the vice president of mergers and acquisitions at Siemens Corp.; David Drake, president of Georgeson Inc.; and Douglas L. Braunstein, J.P. Morgan Chase & Co.'s head of investment banking discussed the raft of opportunities opening up to corporate buyers.
"Debt is more expansive," said Drake, "but the prices are cheaper."
"Capital on balance sheet and liquidity are critical," Braunstein added. "Having access to liquidity and cash creates a great opportunity for certain corporate buyers. Those that are prepared for this are going to have some great buying opportunities."
Siemens' Meyers agreed, commenting, "These are the kinds of times that it paid off to be conservative and have a strong balance sheet. There are structural advantages to being a large corporate now."
All of the panelists agreed that the best opportunities for acquirers lay in the future since valuations will likely continue to fall, although the mindset of shareholders at target companies is proving resistant to change.
"Over the past year we've seen old habits dying hard," said Georgeson's Drake. "A lot of arbs and hedge funds are really getting burned as private equity firms and others walk away from deals." Citing the Microsoft Corp.-Yahoo! Inc. and Take-Two Interactive Software Inc.-Electronic Arts Inc. cases, he said, "In both cases some investors lost a lot. I do think it's going to be a game of chicken between the buyer's and the target's shareholders now that prices are coming down." "Pricing hasn't come down enough for people to take advantage of opportunities, but I think we're only about three to four months away from that," Braunstein added. "The buying power of strategics are eventually going to align [with valuations]. The problem is that prices haven't yet fallen enough for that to happen. When those align, I think you're going to see a lot more activity at that point." - George White
Wednesday, September 24, 2008
What We Really Need from a Bailout Bill: 58 Trillion Reasons
The CorporateCounsel.Net blog, Sept. 24, 2008:
Predictably, the bare-boned Treasury proposal for a bailout bill - frought with Constitutional problems - is receiving backlash on the Hill. Also predictable - given that elections are coming up - many key Republicans have come around to the notion that the bailout bill should include limits on executive pay (see this Washington Post article and NY Times' article).
However, the bailout plan is missing a strategy to fix the problems that caused all the problems that the market faces. Without a going-forward plan, I don't see an end to shoveling money to the bailout. Simply banning short sales ain't gonna do it. Yesterday, SEC Chairman Cox testified about some of these problems before the Senate Banking Committee - here is an excerpt:
"The failure of the Gramm-Leach-Bliley Act to give regulatory authority over investment bank holding companies to any agency of government was, based on the experience of the last several months, a costly mistake. There is another similar regulatory hole that must be immediately addressed to avoid similar consequences. The $58 trillion notional market in credit default swaps - double the amount outstanding in 2006 - is regulated by no one. Neither the SEC nor any regulator has authority over the CDS market, even to require minimal disclosure to the market.
Economically, a CDS buyer is tantamount to a short seller of the bond underlying the CDS. Whereas a person who owns a bond profits when its issuer is in a position to repay the bond, a short seller profits when, among other things, the bond goes into default. Importantly, CDS buyers do not have to own the bond or other debt instrument upon which a CDS contract is based. This means CDS buyers can “naked short” the debt of companies without restriction. This potential for unfettered naked shorting and the lack of regulation in this market are cause for great concern. As the Congress considers fundamental reform of the financial system, I urge you to provide in statute the authority to regulate these products to enhance investor protection and ensure the operation of fair and orderly markets."
Predictably, the bare-boned Treasury proposal for a bailout bill - frought with Constitutional problems - is receiving backlash on the Hill. Also predictable - given that elections are coming up - many key Republicans have come around to the notion that the bailout bill should include limits on executive pay (see this Washington Post article and NY Times' article).
However, the bailout plan is missing a strategy to fix the problems that caused all the problems that the market faces. Without a going-forward plan, I don't see an end to shoveling money to the bailout. Simply banning short sales ain't gonna do it. Yesterday, SEC Chairman Cox testified about some of these problems before the Senate Banking Committee - here is an excerpt:
"The failure of the Gramm-Leach-Bliley Act to give regulatory authority over investment bank holding companies to any agency of government was, based on the experience of the last several months, a costly mistake. There is another similar regulatory hole that must be immediately addressed to avoid similar consequences. The $58 trillion notional market in credit default swaps - double the amount outstanding in 2006 - is regulated by no one. Neither the SEC nor any regulator has authority over the CDS market, even to require minimal disclosure to the market.
Economically, a CDS buyer is tantamount to a short seller of the bond underlying the CDS. Whereas a person who owns a bond profits when its issuer is in a position to repay the bond, a short seller profits when, among other things, the bond goes into default. Importantly, CDS buyers do not have to own the bond or other debt instrument upon which a CDS contract is based. This means CDS buyers can “naked short” the debt of companies without restriction. This potential for unfettered naked shorting and the lack of regulation in this market are cause for great concern. As the Congress considers fundamental reform of the financial system, I urge you to provide in statute the authority to regulate these products to enhance investor protection and ensure the operation of fair and orderly markets."
Wednesday, September 03, 2008
Sovereign Funds Agree on Voluntary Rules
NYT DealBook, September 3, 2008:
A working group of the International Monetary Fund said it reached a preliminary agreement on guidelines for sovereign wealth funds that invest abroad. It didn’t disclose specifics of the voluntary code of conduct, which is to be presented to I.M.F. members in October.
Government-run funds in the Mideast and Asia have recently stepped up their investments in overseas assets, taking minority stakes in companies — and especially troubled financial firms — in the United States, Europe and elsewhere.
This trend has created concern in some circles, because these sovereign funds generally disclose little information about their strategies or holdings. In some cases, these investments have generated a debate about potential national security implications.
The International Working Group of Sovereign Wealth Funds, whose members include representatives from more than 20 countries, including the United States and the United Arab Emirates, agreed on a set of principles after a two-day meeting in Santiago, Chile, that ended Tuesday.
In a joint statement, the group’s two co-chairs, Hamad al Suwaidi of the Abu Dhabi Investment Authority and Jaime Caruana, director of the International Monetary Funds Monetary and Capital Markets department, said, “These principles and practices will promote a clearer understanding of the institutional framework, governance, and investment operations of SWFs, thereby fostering trust and confidence in the international financial system.”
The details of the new guidelines weren’t revealed, but some are already speculating that they may not address all of the concerns out there.
“A voluntary set of principles and practices goes a long way to help de-mystify the methodology of sovereign wealth funds and how they invest, Debbie Fuller of law firm Eversheds told the BBC News. “However, a voluntary code will not satisfy certain governments who were hoping for some form of compulsory transparency rules.”
Go to Article from BBC News »Go to Press Release from the International Working Group of Sovereign Wealth Funds »
A working group of the International Monetary Fund said it reached a preliminary agreement on guidelines for sovereign wealth funds that invest abroad. It didn’t disclose specifics of the voluntary code of conduct, which is to be presented to I.M.F. members in October.
Government-run funds in the Mideast and Asia have recently stepped up their investments in overseas assets, taking minority stakes in companies — and especially troubled financial firms — in the United States, Europe and elsewhere.
This trend has created concern in some circles, because these sovereign funds generally disclose little information about their strategies or holdings. In some cases, these investments have generated a debate about potential national security implications.
The International Working Group of Sovereign Wealth Funds, whose members include representatives from more than 20 countries, including the United States and the United Arab Emirates, agreed on a set of principles after a two-day meeting in Santiago, Chile, that ended Tuesday.
In a joint statement, the group’s two co-chairs, Hamad al Suwaidi of the Abu Dhabi Investment Authority and Jaime Caruana, director of the International Monetary Funds Monetary and Capital Markets department, said, “These principles and practices will promote a clearer understanding of the institutional framework, governance, and investment operations of SWFs, thereby fostering trust and confidence in the international financial system.”
The details of the new guidelines weren’t revealed, but some are already speculating that they may not address all of the concerns out there.
“A voluntary set of principles and practices goes a long way to help de-mystify the methodology of sovereign wealth funds and how they invest, Debbie Fuller of law firm Eversheds told the BBC News. “However, a voluntary code will not satisfy certain governments who were hoping for some form of compulsory transparency rules.”
Go to Article from BBC News »Go to Press Release from the International Working Group of Sovereign Wealth Funds »
Tuesday, September 02, 2008
With Much Applause: DOJ Revises Attorney-Client Privilege Guidelines
Last Thursday, the DOJ released a new set of guidelines regarding how it would charge companies. The new guidelines are effective immediately and they revoke earlier - and heavily criticized - guidelines issued under then-Deputy Attorney General Larry Thompson, which were then subsequently revised by then-Deputy Attorney General Paul McNulty. Here is the DOJ press release - and remarks from Deputy Attorney General Mark Filip.
The new guidelines parallel the legislative proposals contained in the reborn "Attorney-Client Privilege Protection Act of 2008," which has passed in the House and pending in the Senate. So we ponder the big question: whether the new guidance sufficently protects the attorney-client privilege and work product protection, or whether congressional legislation is still desirable?
Apparently, the sponsor of the legislation thinks so. Sen. Arlen Specter issued a statement Thursday that says: “The revised guidelines are a step in the right direction but they leave many problems unresolved so that legislation will still be necessary. For example, there is no change in the benefit to corporations to waive the privilege by giving facts obtained by the corporate attorneys from the individuals in order to escape prosecution or to have a deferred prosecution agreement. The new guidelines expressly encourage corporations to comply with the waiver and disclosure programs of other agencies including the SEC and EPA. Legislation, of course, would bind all federal agencies and could not be changed except by an Act of Congress.”
The new guidelines parallel the legislative proposals contained in the reborn "Attorney-Client Privilege Protection Act of 2008," which has passed in the House and pending in the Senate. So we ponder the big question: whether the new guidance sufficently protects the attorney-client privilege and work product protection, or whether congressional legislation is still desirable?
Apparently, the sponsor of the legislation thinks so. Sen. Arlen Specter issued a statement Thursday that says: “The revised guidelines are a step in the right direction but they leave many problems unresolved so that legislation will still be necessary. For example, there is no change in the benefit to corporations to waive the privilege by giving facts obtained by the corporate attorneys from the individuals in order to escape prosecution or to have a deferred prosecution agreement. The new guidelines expressly encourage corporations to comply with the waiver and disclosure programs of other agencies including the SEC and EPA. Legislation, of course, would bind all federal agencies and could not be changed except by an Act of Congress.”
Subscribe to:
Posts (Atom)