The Phoenix “What’s Going On?” Series
Inspired by my 2 year old’s current favorite question, my latest blog series, “What’s Going On?” provides a high-level summary of recent/ news stories which caught my eye - whether from a talent, legal & compliance, financial services, or wider economic perspective.
Cuckoos
Cuckoo funds are the latest avian-themed investment vehicles to hit the headlines. Attracting investment from “cuckoo funds” to fund the building of new houses and apartments in the Irish market was something which the Government actively encouraged and incentivised over the last 10 years to increase much needed housing supply.
However, a recent Business Post report on the acquisition by Round Hill Capital of 135 homes at a new development in Maynooth, Co Kildare, has resulted in a wave of public backlash. A further report has revealed that more than €225 million of government funding was ultimately used by such funds to purchase housing before they could be put on the open market for regular buyers. The Government is now under pressure to make progress with Ireland’s housing crisis.
Whilst not a new phenomenon, there is concern around the speed of the increase of the number of cuckoo funds acquiring large housing portfolios and the impact this has on accessibility to housing stock, particularly for first-time buyers.
The current Government is examining this issue and Housing Minister Darragh O’Brien has discussed the possible re-introduction of a 2019 Bill which would prevent such cuckoo funds acquiring large tranches of newly or nearly-completed housing estates. However, in a recent interview the Minister said he “isn’t ruling anything out”. Watch this space...
SPACs
Special Purpose Acquisition Vehicles or SPACs, whilst not a new phenomenon, are featuring more frequently in the media. Celebrities from Serena Williams to Alex Rodriguez, as well as the likes of Richard Branson, are fans of these blank-cheque shell (as they don’t have any actual business) companies.
Essentially, SPACs allow private companies to be brought onto the public markets via a SPAC as opposed to the more traditional IPO route.
The SPAC raises money from investors and is listed on a stock exchange. The SPAC then merges with an established company that actually has a business, which in turn takes that company public. Investors in SPACs generally invest under an agreement that the shell company will find a target for a merger within a set period of time – usually 18-24 months. Once a target is found, this approach can be a quicker and more cost-effective way of bringing a company public rather than the traditional route of an IPO.
In January 2021 alone, SPACs raised $25.6bn - up from $1bn in January 2020. Closer to home, an Irish-fronted ‘blank cheque’ company, North Atlantic Acquisition Corporation (NAAC), that raised almost $400m (€340m) in January via a New York flotation has told investors that it is continuing to hunt for an acquisition. The company has a particular interest in e-commerce and the impact of Covid-19 on consumers' online shopping habits.
Some regulators have expressed concerns however. Jay Clayton, ex chair of the US SEC, said last September that he had concerns around disclosures during SPAC mergers and that there needs to be assurances that these deals are going through the “same rigorous disclosure that you get in connection with bringing an IPO to market”. Also, SPACs have been shown to typically fall in value once the merger is complete, according to researchers at Stanford Law School and New York University School of Law.
However, for now, their popularity continues to rise and M&A experts expect them to remain a feature of the M&A landscape for the foreseeable.
The Banking Industry & Alternatives
It has not been a good couple of months for the Irish banking sector between the Davy bond deal fall out, the fining of Ulster Bank, the exit of Ulster Bank and more recently, KBC Bank. This has raised concerns as to the competitiveness and financial attractiveness of the Irish banking market to potential new institutions, which some attribute in part to the disproportionately onerous capital requirements.
Conversely, the alternative banking providers/ cryptocurrencies / payments company sectors continue to boom in Ireland. This is evident from events such as the on-going expansion of Stripe and Revolut, the surge in cryptocurrencies, the recent £50 million investment by Goldmans Sachs in Starling Bank and the partnership of the new Revenue-based eCommerce financier Wayflyer with renowned giant, Adobe.
Certainly, on the recruitment front, we are witnessing an increase in demand for legal, compliance, risk and finance professionals with Fintech / Payments/ Crypto experience.
The WRC - Open to the Public!
Following a Supreme Court judgment and order of 15 April 2021 in a case brought by shop worker Tomasz Zalewski against the WRC questioning aspects of the constitutionality of the Workplace Relations Act 2015, the WRC is operating on the following basis:
Hearings will be open to the public.
Decisions will be published including the names of the parties (names of the parties will no longer be anonymised)
except where the investigation or hearing does not amount to the administration of justice, such as a dispute under the Industrial Relations legislation or mediation.
Members of the public, including members of the media, will be permitted to attend hearings subject to Covid restrictions. It will be very interesting to see if this increases an appetite for mediation given the additional new public element both parties to a case must now consider.
And finally - Further New Global Law Firm Entrants
In addition, to the newer entrants such DLA Piper and Dentons, a further wave of new global law firm entrants has taken place including Hogan Lovells, Linklaters, Ashurst, Taylor Messing and Cadwalader. Interestingly, many of these are being led by Partners (some Irish/with Irish connections) from the firm’s UK office, as opposed to with a laterally hired Dublin-based Partner. Some are specialising in specific areas (e.g. competition), whilst others adopting a broader service offering approach. The full effect of this announcement remains to be seen but certainly, it is likely to increase demand for experienced commercial firm lawyers, particularly in Corporate, Tech and Employment.