The Allen & Overy Podcast archive

Pillar Two and structured finance – What impact is the new global minimum rate of tax having on structured finance transactions?

In this podcast, our tax experts look into the implications of Pillar Two, the OECD/G20’s initiative to introduce a global minimum tax, for structured finance transactions.

Tax partners Chris Harrison, Esther Lemmon and Charles Yorke speak to tax knowledge counsel Brin Rajathurai about various topics including:

• A recap of the global minimum tax – what is Pillar Two and how does it work?
• The tax consequences of the new rules in the context of structured finance transactions and the potential commercial repercussions
• The significance of consolidation for Pillar Two purposes and unexpected grouping of orphan vehicles
• How the UK and other jurisdictions are addressing some of the potential issues for structured finance transactions

Arriva il timer per la posta elettronica aziendale: verso una nuova era di tutela?

Livio Bossotto e Giorgia Giorgetti, rispettivamente partner e counsel del dipartimento Employment di Allen & Overy in Italia, parlano del recente provvedimento con cui il Garante della Privacy ha chiarito i limiti per il trattamento dei metadati contenuti nella posta elettronica dei dipendenti da parte del datore di lavoro e della portata di tale provvedimento per le aziende.

A conversation with East Asian Leaders at A&O, presented by SEAL

In this podcast, Godwin Tan and Vicky Chen from A&O’s Society of East Asian Lawyers (SEAL) chat with Grace Wang and Miao Wang, two recently promoted A&O partners based in New York and Luxembourg respectively.

Grace and Miao discuss their career journeys, the challenges and opportunities they faced as lawyers of East Asian ethnicity, and their advice for junior lawyers. Tune in to hear about the experiences and achievements of two East Asian lawyers across three continents!

2024 Outlook on global ESG and sustainability regulatory developments

In this podcast, members from our global ESG and sustainability team discuss what lies ahead on the sustainability agenda and the key regulatory developments to watch in 2024. 

The main themes include:

• Political and economic drivers of market activity and regulation, including the implications of 2024's “year of elections” and of the commitments made at COP28 [01:23];
• Sustainability data and reporting – key trends in the global sustainability reporting landscape [17:26], and three significant challenges for business, namely: scope 3 GHG emissions, transition plans, and nature [26:17].
• Supply chains – significant regulatory initiatives focusing on adverse impacts on human rights and the environment [31:56], deforestation [40:09], and critical minerals for the net zero transition [35:08].
• Carbon pricing, carbon trading and related measures, including carbon border adjustment mechanisms [44:05], voluntary carbon markets and Article 6 of the Paris Agreement [47:47].
• Closing thoughts [50:26], including on ESG litigation, greenwashing claims and enforcement, the weaponisation of ESG, PFAS regulatory enforcement and litigation, and the interplay between taxonomies, reporting frameworks and transition plans.

This podcast was recorded on 31 January 2024. 

Reverse hybrid mismatches: A-Tad too complex?

In this episode, Johanna Tschurtschenthaler (Counsel, Tax), Stephanie Yiolitou (Senior Associate, Tax) and Chiara Wolf (Junior Associate, Tax) uncover the impact of ATAD 2’s reverse hybrid mismatch rule on Luxembourg fund structures and dive deep into the implications of this rule for Luxembourg fund entities.

They share best practices related to tax structuring and risk management for Luxembourg funds and give an update on the latest guidance from tax authorities regarding the respective tax forms.

An episode full of practical examples and answers to the market’s most common questions!

Reverse hybrid mismatches: A-Tad too complex?

In this episode, Johanna Tschurtschenthaler (Counsel, Tax), Stephanie Yiolitou (Senior Associate, Tax) and Chiara Wolf (Junior Associate, Tax) uncover the impact of ATAD 2’s reverse hybrid mismatch rule on Luxembourg fund structures and dive deep into the implications of this rule for Luxembourg fund entities.

They share best practices related to tax structuring and risk management for Luxembourg funds and give an update on the latest guidance from tax authorities regarding the respective tax forms.

An episode full of practical examples and answers to the market’s most common questions!

 

Global M&A Talk: Key U.S. tech M&A and regulatory trends

Join Allen & Overy U.S M&A partner Dario de Martino, Senior Counsel Kuang Chiang, Associate Puja Patel and Associate Mara Goodman, and as they analyze key tech M&A and regulatory trends of 2023 and discuss predictions for 2024.

The panel discusses the downturn in tech M&A during 2023, attributing it to macroeconomic factors, including geopolitical conflicts and heightened regulatory scrutiny.

A key issue highlighted is the valuation discrepancies between buyers and sellers in 2023, often bridged by earnouts.

Mara Goodman delves into the increased adoption of earnouts in tech and life sciences M&A. These arrangements, generally pegged to financial metrics like revenue, earnings or EBITDA targets, have been pivotal in reconciling differing valuation expectations. However, Dario de Martino and Mara Goodman caution that one of the issues in the use of earnout provisions is the complexity of these provisions. If not drafted simply, with clear language and objective criteria, they can lead to post-transaction disputes that are costly and time consuming. They further discuss the use of arbitration clauses for dispute resolution in the event of a post-transaction dispute.

The conversation also highlights the vital role of tech M&A in corporate growth strategies, emphasizing drivers such as AI (including AI-enabled enterprise software), cybersecurity and Web3, which are poised to propel future M&A activities in 2024.

The team also discusses the aggressive antitrust merger enforcement regime seen in the U.S. in 2023 and how it has affected dealmakings. Anti-trust specialist Puja Patel examines expected developments in 2024, including the release of new FTC/DOJ Merger Guidelines and the proposed changes to the HSR Act notification form, and discusses how these changes will influence dealmaking.

Lastly, the team discusses the outlook for cross-border tech M&A deals in 2024 and evaluates how the recent increase in scrutiny of inbound investments for national security issues may impact tech transactions. CFIUS specialist Kuang Chiang analyzes how the current regulatory regime, including mandatory filing requirements, the increase in foreign direct investment regimes, and new regulation on outbound investments, impacts dealmakers. 

Voices for Change podcast: a community of inclusive thinkers and doers – Episode 3, part 2: interview with Tuvia Borok, Goldman Sachs

In this episode, we continue our discussion with Tuvia Borok, Goldman Sachs’ Managing Director and Global Head of Policy and Document who shares his career journey and insights, as well as the importance of inclusive leadership and theories including stereotype threat.

Voices for Change podcast: a community of inclusive thinkers and doers – Episode 3, part 2: interview with Tuvia Borok, Goldman Sachs (video)

In this episode, we continue our discussion with Tuvia Borok, Goldman Sachs’ Managing Director and Global Head of Policy and Document who shares his career journey and insights, as well as the importance of inclusive leadership and theories including stereotype threat.

Great Fund Insights: New Year, New Regulation – What does the funds and asset management regulatory landscape look like as we enter 2024?

In this podcast Emma Danforth, Vittoria Faraone and Joseph Ray discuss some of the key European and UK regulatory changes on the horizon which asset managers and funds should have on their radar as we move towards 2024, including the hot topics of ESG, AIFMD II and retailisation of funds.

This podcast forms part of the Great Fund Insights series, a global resource providing practical insights into legal and regulatory developments affecting fund managers and institutional investors across Europe, Asia, Africa, the Middle East and the U.S.