In today’s email:

• Microsoft beats Apple

• How to know if a Banksy is real

• A perfect name for a lawyer’s kids

• Are you as good with words as you think?

• Why Apple’s App Store has to split into two

• Clifford Chance’s role in the biggest crypto shift ever

• Five questions you should ask at the end of an interview

… and more!

EDITOR’S RAMBLE 🗣

I always got so nervous when I had my law firm interviews.

At the end of each one the interviewer always asked “So, do you have any questions for us?”.

I’d just say “Nope” — I think cause I wanted the interview to be over as soon as possible.

BUT that was a wasted opportunity to really make a better impression on the interviewer.

I’ve made a video on what 5 questions you should ask an interviewer to ensure you make a good impression.

Check it out if you want 👇️ 

- Idin

FEATURED REPORT 📰

🥃 The Magic Circle delivers €1.2bn of cognac to Campari

What's going on here?

Italian spirits company Campari acquired Courvoisier, the fourth-largest cognac producer for €1.2bn (£1bn) from Beam Suntory, a global alcohol company.

What does this mean?

This is the biggest deal in Campari’s history.

Cognac producers have reported a slump in sales amid slowing demand, but Campari (which also owns Aperol and Wild Turkey whiskey) has a track record of re-energising struggling brands. It plans to re-establish Courvoisier as a "global icon of luxury" and make it a key part of its spirits portfolio.

How was the deal funded?

€1.2bn is a lot of money.

Campari raised the money in two main ways:

1. 💶 Issuing new shares: Campari, raised about €650m by selling new shares. They priced these shares at €9.33 each and sold enough to represent 5.6% of the company's total shares. These new shares were sold through a method called 'accelerated bookbuilding' — meaning they were sold quickly, with almost no marketing.

2. 📜 Issuing convertible bonds: Campari also generated an additional €550m by selling something called 'convertible bonds'. Think of these as loans that give the loan-holder interest and, after five years, can be turned into company shares. When these bonds are converted, they will equal 3.6% of Campari's total shares. This process of selling convertible bonds is a way for Campari to get money now, with the option for bond buyers to become shareholders in the future.

Who was involved?

• Campari Group was advised by Allen & Overy and McDermott Will & Emery 

• Beam Suntory (the owners of Courvoisier) were guided by Winston & Strawn on this deal

Why did this deal make sense for Campari?

There are a bunch of reasons why companies acquire other companies. Here are three reasons why this deal made sense for Campari:

• 🌎️ International expansion: The deal is a significant step toward increasing Campari’s US and Asia presence. The US market is a must-win for any alcohol powerhouse with global plans. By buying Courvoisier (which has 60% of its sales coming from the US), the Campari Group can become a bigger and more US-centric business overnight.

• 🍸 Portfolio diversity: This deal gives the Campari Group more portfolio diversity. Campari currently has a range of products — like an apéritif (Aperol), a tequila (Espolòn) and a whiskey (Wild Turkey). The addition of a traditional cognac to its portfolio will give it something new and de-risk its portfolio as a whole.

• ⚙️ Production efficiencies: This acquisition could create production efficiencies and synergies with Campari’s other French brands which including Grand Marnier (an orange-flavoured liqueur) and Champagne Lallier (a champagne, of course). For example, if Courvoisier has relationships to be able to do things cheaper, Campari can utilise these.

What’s the role of lawyers in a deal like this?

This is an example of an M&A deal (well, more of the ‘A’ — which stands for acquisitions).

Typically, these teams from within a law firm would be involved:

• 🏢 Corporate: The corporate team leads the transaction process. For the buyer, they’re in charge of coordinating ‘due diligence’ (the process of looking into the target to see if there are any red flag issues that the buyer should know about). Corporate lawyers on both sides will also negotiate and draft the main purchase contract for the company, called the Sale and Purchase Agreement (or SPA).

• 💼 Tax: Tax lawyers are usually involved in most corporate deals. Tax due diligence will give the buyer an understanding of any tax-related issues for the buyer. They’ll also negotiate and draft the tax-related points of the SPA.

• 🧠 Intellectual property (IP): Think copyrights, patents and trademarks. Amongst other things, the buyer’s IP lawyers will be conducting searches to identify what IP the target company has and find out whether there are any existing or threatened infringement actions.

• 🏁 Competition: Competition and regulatory scrutiny of acquisitions has been increasing in recent years. So lawyers will be assessing whether a potential acquisition could trigger any issues — especially in a deal like this where too big companies in the same industry and becoming one even bigger company.

• 👥 Employment: The buyer’s employment lawyers will be reviewing the target to ensure there are no employee-related issues. It will be feeding whatever it finds into the due diligence report to make the buyer aware. They’ll also be advising on complying with the relevant regulation when bringing the employees from the target company on to join.

A BIT OF FUN 😄

the perfect name for a lawyer's kids doesn't exi-

IN OTHER NEWS 🗞

• 🇪🇺 Big changes ahead for Apple's App Store — to meet new European Union rules, Apple's splitting its App Store into two versions. The EU's Digital Markets Act demands app sideloading (using apps that aren’t from the approved app store) to be enabled. The EU also calls for more general flexibility for developers, like using third-party payment systems. Apple's got until 7 March to make it happen. This could reshape how the App Store, FaceTime, and Siri operate in Europe.

• 🛩️ The Federal Aviation Administration (a US government agency) is cranking up inspections after a panel on a new 737 Max 9 fell off mid-flight. They're even considering independent safety checks, breaking away from using Boeing's own staff. This follows 2018 and 2019 737 Max crashes and other production issues. The result? Grounded planes and a closer watch on Boeing and its suppliers. Here’s the insane video of the panel coming off the plane!

• 🧹 Dyson's decade-long legal fight with the EU ends in disappointment. The UK appliance maker sought £151.5m for alleged damages from "unfair" energy label testing, claiming it favoured bagged over its bagless vacuums. The EU court, however, wasn't convinced. Dyson, which was represented by US-law firm Skadden, argued these tests misled customers and gave rivals an edge. But the final verdict was no compensation for Dyson. The company’s founder, Sir James Dyson, criticised the regulation as costly and distracting from innovation.

• 🔗 Clifford Chance has successfully guided VanEck (a US investment firm) in launching the first US spot bitcoin ETF. An ETF, or exchange-traded fund, is exactly that — a fund that operates on a public stock exchange. The VanEck Bitcoin Trust will now trading under "HODL" on the Cboe BZX Exchange in Chicago, US. This ETF lets investors dabble in bitcoin without owning it directly, marking a significant shift in the crypto investment landscape. Plus, 10 other bitcoin ETFs got the nod, sparking a potential investment influx estimated between $50-$100bn this year.

• 📈 Microsoft's outpacing Apple to become the world's most valuable company. With a market cap nearing $3tn (£2.3tn), Microsoft's diverse portfolio, including AI, Xbox, Windows, and cloud solutions, is its winning card. Meanwhile, Apple's reliance on smartphones seems riskier as the market cools. Microsoft's also eyeing a revenue boost from its pending Activision-Blizzard acquisition (we covered that in this newsletter), potentially making Xbox a top earner. With Apple betting on VR, Microsoft's focus on AI and cloud solutions seems to be the investor's favourite for now. - Also, check out this cool infographic which shows where Microsoft makes its money from! 👇️ 

AROUND THE WEB 🌐

• 🖼️ Interesting: The street artist Banksy has a site that authenticates whether a piece is an ‘original Banksy’. It’s really interesting to read!

• ⌨️ Fun: Lawyers are good with words, right? See how many rhyming words you can guess in this freestyle game.

• 💪 Growth: If one of your 2024 goals is personal growth, this newsletter could help — it’s written by the #1 NY Times best-selling author, Mark Manson.*

Credit: r/internetisbeautiful

* This is sponsored content

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