Advisory Board

  • Cai Hongbin
  • Peking University Guanghua School of Management
  • Peter Clarke
  • Barry Diller
  • IAC/InterActiveCorp
  • Fu Chengyu
  • China National Petrochemical Corporation (Sinopec Group)
  • Richard J. Gnodde
  • Goldman Sachs International
  • Lodewijk Hijmans van den Bergh
  • De Brauw Blackstone Westbroek N.V.
  • Jiang Jianqing
  • Industrial and Commercial Bank of China, Ltd. (ICBC)
  • Handel Lee
  • King & Wood Mallesons
  • Richard Li
  • PCCW Limited
  • Pacific Century Group
  • Liew Mun Leong
  • Changi Airport Group
  • Martin Lipton
  • New York University
  • Wachtell, Lipton, Rosen & Katz
  • Liu Mingkang
  • China Banking Regulatory Commission (CBRC)
  • Dinesh C. Paliwal
  • Harman International Industries
  • Leon Pasternak
  • BCC Partners
  • Tim Payne
  • Brunswick Group
  • Joseph R. Perella
  • Perella Weinberg Partners
  • Baron David de Rothschild
  • N M Rothschild & Sons Limited
  • Dilhan Pillay Sandrasegara
  • Temasek International Pte. Ltd.
  • Shao Ning
  • State-owned Assets Supervision and Administration Commission of the State Council of China (SASAC)
  • John W. Snow
  • Cerberus Capital Management, L.P.
  • Former U.S. Secretary of Treasury
  • Bharat Vasani
  • Tata Group
  • Wang Junfeng
  • King & Wood Mallesons
  • Wang Kejin
  • China Banking Regulatory Commission (CBRC)
  • Wei Jiafu
  • Kazakhstan Potash Corporation Limited
  • Yang Chao
  • China Life Insurance Co. Ltd.
  • Zhu Min
  • International Monetary Fund

Legal Roundtable

  • Dimitry Afanasiev
  • Egorov Puginsky Afanasiev and Partners (Moscow)
  • William T. Allen
  • NYU Stern School of Business
  • Wachtell, Lipton, Rosen & Katz (New York)
  • Johan Aalto
  • Hannes Snellman Attorneys Ltd (Finland)
  • Nigel P. G. Boardman
  • Slaughter and May (London)
  • Willem J.L. Calkoen
  • NautaDutilh N.V. (Rotterdam)
  • Peter Callens
  • Loyens & Loeff (Brussels)
  • Bertrand Cardi
  • Darrois Villey Maillot & Brochier (Paris)
  • Santiago Carregal
  • Marval, O’Farrell & Mairal (Buenos Aires)
  • Martín Carrizosa
  • Philippi Prietocarrizosa & Uría (Bogotá)
  • Carlos G. Cordero G.
  • Aleman, Cordero, Galindo & Lee (Panama)
  • Ewen Crouch
  • Allens (Sydney)
  • Adam O. Emmerich
  • Wachtell, Lipton, Rosen & Katz (New York)
  • Rachel Eng
  • WongPartnership (Singapore)
  • Sergio Erede
  • BonelliErede (Milan)
  • Kenichi Fujinawa
  • Nagashima Ohno & Tsunematsu (Tokyo)
  • Manuel Galicia Romero
  • Galicia Abogados (Mexico City)
  • Danny Gilbert
  • Gilbert + Tobin (Sydney)
  • Vladimíra Glatzová
  • Glatzová & Co. (Prague)
  • Juan Miguel Goenechea
  • Uría Menéndez (Madrid)
  • Andrey A. Goltsblat
  • Goltsblat BLP (Moscow)
  • Juan Francisco Gutiérrez I.
  • Philippi Prietocarrizosa & Uría (Santiago)
  • Fang He
  • Jun He Law Offices (Beijing)
  • Christian Herbst
  • Schönherr (Vienna)
  • Lodewijk Hijmans van den Bergh
  • De Brauw Blackstone Westbroek N.V. (Amsterdam)
  • Hein Hooghoudt
  • NautaDutilh N.V. (Amsterdam)
  • Sameer Huda
  • Hadef & Partners (Dubai)
  • Masakazu Iwakura
  • TMI Associates (Tokyo)
  • Christof Jäckle
  • Hengeler Mueller (Frankfurt)
  • Michael Mervyn Katz
  • Edward Nathan Sonnenbergs (Johannesburg)
  • Handel Lee
  • King & Wood Mallesons (Beijing)
  • Martin Lipton
  • Wachtell, Lipton, Rosen & Katz (New York)
  • Alain Maillot
  • Darrois Villey Maillot Brochier (Paris)
  • Antônio Corrêa Meyer
  • Machado, Meyer, Sendacz e Opice (São Paulo)
  • Sergio Michelsen Jaramillo
  • Brigard & Urrutia (Bogotá)
  • Zia Mody
  • AZB & Partners (Mumbai)
  • Christopher Murray
  • Osler (Toronto)
  • Francisco Antunes Maciel Müssnich
  • Barbosa, Müssnich & Aragão (Rio de Janeiro)
  • I. Berl Nadler
  • Davies Ward Phillips & Vineberg LLP (Toronto)
  • Umberto Nicodano
  • BonelliErede (Milan)
  • Brian O'Gorman
  • Arthur Cox (Dublin)
  • Robin Panovka
  • Wachtell, Lipton, Rosen & Katz (New York)
  • Sang-Yeol Park
  • Park & Partners (Seoul)
  • José Antonio Payet Puccio
  • Payet Rey Cauvi (Lima)
  • Kees Peijster
  • COFRA Holding AG (Zug)
  • Juan Martín Perrotto
  • Uría & Menéndez (Madrid/Beijing)
  • Philip Podzebenko
  • Herbert Smith Freehills (Sydney)
  • Geert Potjewijd
  • De Brauw Blackstone Westbroek (Amsterdam/Beijing)
  • Qi Adam Li
  • Jun He Law Offices (Shanghai)
  • Biörn Riese
  • Jurie Advokat AB (Sweden)
  • Mark Rigotti
  • Herbert Smith Freehills (Sydney)
  • Rafael Robles Miaja
  • Robles Miaja (Mexico City)
  • Alberto Saravalle
  • BonelliErede (Milan)
  • Maximilian Schiessl
  • Hengeler Mueller (Düsseldorf)
  • Cyril S. Shroff
  • Cyril Amarchand Mangaldas (Mumbai)
  • Shardul S. Shroff
  • Shardul Amarchand Mangaldas & Co.(New Delhi)
  • Klaus Søgaard
  • Gorrissen Federspiel (Denmark)
  • Ezekiel Solomon
  • Allens (Sydney)
  • Emanuel P. Strehle
  • Hengeler Mueller (Munich)
  • David E. Tadmor
  • Tadmor & Co. (Tel Aviv)
  • Kevin J. Thomson
  • Barrick Gold Corporation (Toronto)
  • Yu Wakae
  • Nagashima Ohno & Tsunematsu (Tokyo)
  • Wang Junfeng
  • King & Wood Mallesons (Beijing)
  • Tomasz Wardynski
  • Wardynski & Partners (Warsaw)
  • Rolf Watter
  • Bär & Karrer AG (Zürich)
  • Xiao Wei
  • Jun He Law Offices (Beijing)
  • Xu Ping
  • King & Wood Mallesons (Beijing)
  • Shuji Yanase
  • OK Corporation (Tokyo)
  • Alvin Yeo
  • WongPartnership LLP (Singapore)

Founding Directors

  • William T. Allen
  • NYU Stern School of Business
  • Wachtell, Lipton, Rosen & Katz
  • Nigel P.G. Boardman
  • Slaughter and May
  • Cai Hongbin
  • Peking University Guanghua School of Management
  • Adam O. Emmerich
  • Wachtell, Lipton, Rosen & Katz
  • Robin Panovka
  • Wachtell, Lipton, Rosen & Katz
  • Peter Williamson
  • Cambridge Judge Business School
  • Franny Yao
  • Ernst & Young

Monthly Archives: March 2013

AUSTRALIAN UPDATE – State of the M&A Nation: 2013 Forecasts

Editors’ Note:  This article was contributed by Danny Gilbert, co-founder and Managing Partner of Gilbert + Tobin, non-executive director of National Australia Bank, and a member of XBMA’s Legal Roundtable.  Peter Cook, recognized as one of Australia’s leading Mergers & Acquisitions, Capital Markets and Private Equity lawyers, and Neil Pathak, head of Gilbert + Tobin Mergers and Acquisitions team in the Melbourne office, co-authored this article.

Highlights:

  • The article below presents Gilbert + Tobin’s tips and forecasts for M&A in Australia in 2013.  The key to successful M&A is simplicity and speed.  Acquiring pre-bid stakes outright up front gives bidder a strong strategic advantage.  Cash is preferable to scrip consideration.  Avoid deal structures which will attract regulatory scrutiny and lengthy approval processes, and obtain a target board recommendation early.
  • Shareholder activists will continue to increase their activity.  The tip for companies may be to engage early and constructively with them.  Often activists and dissenters just want to have their view or opinion heard and taken into account.
  • A rebound in the Chinese economy should reignite demand for resources.  Expect greater Chinese and other Asian interest in other sectors including infrastructure, agribusiness and companies in the broader industrials section.
  • In companies burdened by highly geared structures of yesteryear the equity can be worth little. That is not to say the company doesn’t have a strong business. Under the right financial structure, owners of the debt can take control and make a killing by threatening to kill i.e. threatening to put the company into liquidation or receivership.
  • Some of the considered changes to takeover law, such as a “put up or shut up rule”, may inhibit M&A activity by putting more constraints on bidders and frustrated minority shareholders, making it harder to get a successful bid up. Given the difficult financial and economic conditions, it would not help to further regulate bids.  There is a real need for bright line rules and guidance on the “Truth in Takeovers” policy.
  • M&A in these times may require even greater planning to give acquirers confidence to deal with uncertainty and regulatory red-tape.  Regulatory scrutiny appears to be increasingly active.

MAIN ARTICLE

Read the full article here.

The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA or any of the editors of XBMA Forum, nor by XBMA’s founders, members, contributors, academic partners, advisory board members, or others. No inference to the contrary should be drawn.

EU UPDATE – European Commission Signs Memorandum of Understanding with China on Antitrust

Editors’ Note:  Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.  This article was authored by Slaughter and May associates Anna Battersby and Ingrid Lauwers.

Highlights:

  • The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce.
  • These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance.
  • In recent years, the European Commission has engaged a variety of jurisdictions outside of the EU, such as an MOU with Russia in March of 2011 and other bi-lateral arrangements with other non-EU countries.
  • The article also discusses several elements of cooperation agreements on competition.  The European Commission’s appetite for formal cooperation agreements and its engagement with broader international competition issues demonstrates a commitment to promote the international harmonization of competition policy and improved coordination of completion law enforcement.

Click here to read the article.

The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA or any of the editors of XBMA Forum, nor by XBMA’s founders, members, contributors, academic partners, advisory board members, or others. No inference to the contrary should be drawn.

CANADIAN UPDATE – Breakfast with John Pecman: Key Messages from the Competition Bureau

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.

Highlights:

  • Recently, interim Commissioner of Competition John Pecman provided several insights into the direction of competition law enforcement under his leadership.  Mr. Pecman emphasized his intention to incrementally increase the Bureau’s “strategic and targeted regulatory interventions” in Canada’s regulated sectors in order to advocate for the promotion of competition.
  • To address the challenges faced by merging parties whose transactions are subject to scrutiny by multiple regulators, Mr. Pecman intends to conclude memoranda of understanding or protocols between the Bureau and other regulatory agencies that would give companies a better indication of how these various agencies will carry out and coordinate their concurrent mandates.
  • On the international side, the Bureau’s policy remains that it will not share a business’s confidential information with a foreign agency unless the agency offers sufficient confidentiality protections.
  • The Bureau will seek court-issued production orders (section 11 orders) to obtain information from the targets of non-merger inquiries (principally involving allegations of abuse of dominance and misleading representations), and will rely on voluntary requests for information only on an exceptional basis. As a result, Bureau investigations may become public much earlier.
  • To increase Bureau transparency and coordination with stakeholders, the Bureau will continue the publication of more detailed analyses of complex merger cases that the Bureau decides not to challenge and the Bureau is reviving its practice of holding “sector days” to consult with specific industries on relevant competition issues.

Main Article:

At a breakfast event held at the Toronto offices of Davies Ward Phillips and Vineberg LLP on February 7, 2013, Interim Commissioner of Competition John Pecman provided several insights into the direction of competition law enforcement under his leadership, particularly insofar as regulated sectors of the Canadian economy are concerned. Mr. Pecman also offered a spirited justification for why vigorous competition law enforcement “matters” to Canadians, noting that “when the Bureau does its job well”, the Canadian economy flourishes, and individual consumers and businesses benefit.

Here are the top take-away messages from the session (including the Q&A portion following Mr. Pecman’s prepared remarks):

  1. Promoting Competition in Regulated Industries – Mr. Pecman emphasized his intention to incrementally increase the Bureau’s “strategic and targeted regulatory interventions” in Canada’s regulated sectors. The Bureau is authorized under sections 125 and 126 of the Competition Act to make representations to federal and (on consent) provincial boards, commissions and tribunals, and Mr. Pecman stated that he plans to use this power more frequently to advocate for the promotion of competition. Mr. Pecman noted that regulated industries account for roughly 25% of the Canadian economy which is why, in his view, reducing “inefficient and ineffective” regulations in these sectors could lead to substantial benefits for the Canadian economy and consumers.

    As an example of this reinvigorated effort, Mr. Pecman noted that the Bureau submitted comments to the CRTC on February 6, 2013 regarding the CRTC’s proposed code of conduct for mobile wireless service providers. Mr. Pecman also sees the retail and health sectors as potential areas for regulatory interventions, with the Bureau looking specifically at issues such as beer distribution in Ontario and the restrictions on advertising pharmacy dispensing fees. Given the Bureau’s limited resources, however, Mr. Pecman stressed that the Bureau will intervene only to address issues that are important to the Canadian public and where it believes it can make a difference.

    Although Mr. Pecman focussed on regulatory interventions in his remarks, he also mentioned the desirability of clarifying the common law “regulated conduct defence” (RCD), which shields industry conduct from the Competition Act to the extent that this conduct is directed or authorized by statute or regulation. Doing so, however, would likely mean having to take on a case where the issue can be litigated. Mr. Pecman gave no indication that the Bureau has any specific cases in mind, but clarifying the RCD issue is clearly part of Mr. Pecman’s agenda going forward.

  2. Clarifying the Overlapping Roles of the Competition Bureau and Other Regulators – Recent transactions such as BCE/Astral and Maple/TMX have driven home the challenges faced by merging parties whose transactions are subject to scrutiny by multiple regulators. Mr. Pecman recognizes the inefficiencies inherent in multiple review processes and indicated that he has reached out to some regulatory authorities including the CRTC and Transport Canada, to discuss avenues for coordination. On the criminal side, Mr. Pecman has also had discussions with Public Works and Government Services Canada (PWGSC) regarding coordination on the prosecution of bid-rigging offences and on leniency-related issues arising from PWGSC’s new rules on eligibility for bidding on federal government contracts. Mr. Pecman’s goal is to conclude memoranda of understanding or protocols between the Bureau and other agencies that would give companies a better indication of how these various agencies will carry out and coordinate their concurrent mandates, such as which agency is likely to take the lead in reviewing a transaction that is subject to review by multiple agencies.

    On the international side, Mr. Pecman confirmed that, while the Bureau remains committed to cooperation with foreign competition law agencies, the Bureau’s policy is not to share a business’s confidential information with a foreign agency unless the agency offers sufficient confidentiality protections. Mr. Pecman also noted that information sharing is typically limited to exchanges of details on process and the discussion of case theories at a general level without the actual sharing of evidence.

  3. Expect More Contested Criminal Cases – Mr. Pecman confirmed the Bureau’s intention to seek jail sentences for individuals in criminal cartel cases, particularly now that amendments to the Criminal Code have eliminated the availability of conditional sentences for the bid-rigging, conspiracy and criminal misleading advertising offences under the Competition Act. Mr. Pecman acknowledged that this more aggressive approach (combined with the higher stakes associated with a guilty verdict or plea) may mean more contested prosecutions and fewer plea settlements than has been the case in the recent past.
  4. Recent Wins and Losses – Mr. Pecman announced that the Competition Bureau had recently suffered a setback in its prosecution of a bid-rigging case involving five high-rise construction projects in Montréal. The case was dismissed at the preliminary hearing on the basis that the prosecution failed to provide sufficient evidence for each of the relevant projects to show the existence of a “call or request for bids or tenders” as is required in the bid-rigging provision in the Competition Act. Nonetheless, Mr. Pecman affirmed that the Bureau remains “steadfast” that its approach in this case was “just” and also noted his understanding that the Public Prosecution Service intends to seek a review of the Court’s decision.

    While noting this loss, Mr. Pecman also discussed the Bureau’s victory in an Ontario Court of Appeal decision which recently upheld the lower court’s ruling imposing penalties on a set of related companies and their principals for contravening the Competition Act‘s misleading advertising provisions. The case concerned unsolicited faxes sent to Canadian businesses that, through the unauthorized use of “Yellow Pages” and “Walking Fingers” designs, were designed to lead consumers into unknowingly committing to significant subscription fees. One of the individual defendants appealed the lower court’s imposition of an administrative monetary penalty of $500,000 (the statutory maximum for an individual is $750,000). In upholding the lower court’s decision, the Court of Appeal noted that the companies were only vehicles for their principals and that the individuals had used the companies to net many millions of dollars with very low costs. Furthermore, in this particular case, the individuals involved were found to have blatantly disregarded attempts from other jurisdictions to enforce compliance, as well as an order of the Ontario Superior Court of Justice.

  5. Reliance on Court Orders in Place of Voluntary Information Requests – Mr. Pecman reiterated his recent announcement that the Bureau will now seek court-issued production orders (section 11 orders) to obtain information from the targets of non-merger inquiries (principally involving allegations of abuse of dominance and misleading representations), and will rely on voluntary requests for information only on an exceptional basis. Aside from the compulsory nature of such orders, another practical impact of this change is that Bureau investigations may become public much earlier, since court filings required to obtain section 11 orders are generally available to the public upon request. Companies that find themselves the subject of such investigations should be prepared to face the adverse publicity and perhaps even class actions, that sometimes follow the announcement (or leak) of Bureau investigations.
  6. Transparency and Outreach – Mr. Pecman repeated the message that he wants to increase Bureau transparency and coordination with stakeholders. In addition to continuing the publication of more detailed analyses of complex merger cases that the Bureau decides not to challenge, Mr. Pecman indicated that the Bureau is reviving its practice of holding “sector days” to consult with specific industries on relevant competition issues. On the issue of advisory opinions, Mr. Pecman said that he is not inclined to provide more robust opinions to parties seeking guidance on specific non-merger conduct. He said that advisory opinions are a significant drain on resources and that their utility is limited because they address specific fact scenarios. In addition, Mr. Pecman observed that advisory opinions have been used in litigation against the Bureau, even in cases where the circumstances had changed since the advisory opinion was issued.

Mr. Pecman’s prepared remarks are available on the Bureau’s website.

The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA or any of the editors of XBMA Forum, nor by XBMA’s founders, members, contributors, academic partners, advisory board members, or others. No inference to the contrary should be drawn.

DANISH UPDATE – New Rules On Gender Quotas In Boards Of Directors

Editor’s Note: Nicolai Hesgaard is a partner of Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark where he is Head of Employment and Data Privacy. Nicolai is a highly regarded specialist and advises Danish and multinational corporations and financial institutions on employment and data privacy law issues. This article was co-authored by Pernille Nørkær, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

Highlights:

  • Due to a just adopted amendment of the Danish Companies Act, the Danish Financial Statements Act and the Danish Act on Gender Equality, the approximately 1,100 largest Danish companies will be obligated to set up targets for the quota of the underrepresented gender in the supreme governing body.
  • The Companies affected are ordered to report on both targets and policies annually, and companies may be fined if they fail to act or report in accordance with the rules.

Introduction

This article presents the main consequences of the amendments to the Danish Companies Act, the Danish Financial Statements Act and the Danish Act on Gender Equality adopted by the Danish Parliament on 14 December 2012 with effect from 1 April 2013. The main purpose of the amendments is to effectively create a more equal distribution of women and men in the supreme governing bodies of the approximately 1,100 largest Danish companies.

Executive Summary

Companies covered by this new regulation are under an obligation to implement targets and policies for the quota of the underrepresented gender in the supreme governing body in 2013.

Companies that do not have a gender distribution of 40/60 per cent between the genders must prepare concrete, realistic and ambitious targets, taking the business of the company into account. Further, the companies must prepare a policy on how to achieve the targets. At all annual meetings after 1 April 2013, the companies must take the targets into consideration when electing members of the supreme governing bodies.

As of the financial year 2013, the companies must also report on whether the target has been reached. However, if the company has not set up targets due to the gender distribution already being equal, it is sufficient for the company to report that no gender is underrepresented.

Failure to set a target and/or to prepare a policy for achieving such a target may result in a fine, and against that background we expect these new rules to create real improvements in the quota of women in the supreme governing bodies.

Companies covered

The new obligations apply to the following types of companies etc.:

  • Listed companies
  • Companies, businesses, foundations etc., who have debt instruments or other types of securities listed for trade on a regulated market in an EU/EEA country
  • Large public and private limited companies and limited partnership companies
  • Large partnerships and limited partnerships, in which all partners and general partners, respectively, are public or private limited companies, limited partnership companies or a similar type of company
  • Large foundations
  • State-owned public limited companies

A company, business or foundation is regarded as large if two of the following criteria are exceeded in two consecutive financial years:

  • A balance sheet total of DKK 143 million (approximately USD 25 million)
  • A net turnover of DKK 286 million (approximately USD 50 million)
  • An average number of full-time employees of 250

Additionally, the obligations apply to the Danish Ship Finance, financial companies, financial holding companies, payment institutes, investment associations, SIKAVs, special purpose associations, hedge associations, operators of regulated markets, clearing centres and securities centres if certain criteria are met. 

Obligations of the Companies covered

Companies covered by this new regulation are under an obligation to set up a target for the quota of the underrepresented gender in the supreme governing body and must prepare a policy to increase the quota of the underrepresented gender at the other levels of management. Further, the companies must in the annual report, as part of the management’s review, state a status of the fulfilment of the set target, including, if the set target has not been reached, why the company has failed to reach the target. The rules for reporting follow the principles for reporting on civic responsibility.

The company itself must set what, taking the company’s situation into account, is a realistic target. When setting the target, the business of the company may, among other things, be taken into account, as it is recognised that some branches of trade are more attractive to women than others. The target must indicate the quota set as target as well as the time frame within which the company intends to achieve the indicated quotas. It appears from the explanatory notes to the bill that the time frame should generally not be longer than four years.

The company’s policy for increasing the quota of the underrepresented gender may for instance contain a description of the company’s efforts and concrete initiatives in the area. Such initiatives may include cooperating with other companies, creating a framework for career development as well as initiatives to make the company attractive to both genders. The company will determine the relevant initiatives itself, taking the situation of the individual company into account. However, the company must under all circumstances take positive steps to reach the target.

Failure to set targets or to prepare the mentioned policy may result in a fine. In contrast, there is no penalty if a company should fail to reach a set target.

Exceptions

A gender distribution of 40/60 per cent between the genders is regarded as equal, regardless of which gender is in the majority. If this requirement is already met, there is no obligation for the company to set targets and to prepare the mentioned policy. In such cases, it is adequate to indicate the equal gender distribution in the annual report in the management’s review. However, if the distribution subsequently changes, the company will be obligated both to set targets and to prepare a policy to re-establish the gender distribution.

In groups of companies it is possible to set targets and to prepare a policy as a part of the consolidated accounts for the entire group. Therefore, subsidiaries in a group may omit setting a target and to prepare a policy, if the parent company sets a target and prepares a policy for the entire group.

Furthermore, there is a special trifle threshold, entailing that companies etc., who have employed less than 50 employees in the latest financial year may omit preparing a policy for increasing the quota of the underrepresented gender at their other levels of management.

Our opinion

The amendments imply a number of new obligations for the companies covered. The obligations are flexible, but it is necessary for each individual company to perform an actual assessment of what is a realistic and ambitious target for the company and thereafter take positive steps to reach this target.

Failure to set a target and/or to prepare a policy for achieving such a target may result in a fine, and against that background, there is reason to believe that the amendment in the course of a few years will contribute to creating real improvements in the quota of women in supreme company management bodies.

The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA or any of the editors of XBMA Forum, nor by XBMA’s founders, members, contributors, academic partners, advisory board members, or others. No inference to the contrary should be drawn.

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