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)
  • 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

Europe

GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2019

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.
Executive Summary/Highlights:
  • Global M&A volume, which exceeded US$4.0 trillion in 2018, continued at a similar pace in Q1 2019, reaching US$958 billion.
  • Global M&A volume in the first quarter of the year has been primarily driven by record levels of deal activity in the United States. It was the most active first quarter for U.S. M&A in recent history, with more than US$500 billion in announced transactions. Acquisitions of U.S. companies accounted for more than half of global deal volume in Q1 2019 (compared to 40% over the period 2007-2019).
  • While M&A in the United States was robust in Q1 2019, cross-border M&A activity has not been as strong in the face of trade anxiety and macroeconomic concerns. The volume of cross-border transactions was US$240 billion in Q1 2019, 25% of the quarter’s overall transaction volume, as compared to 39% of all deal volume in 2018 and an average of 36% of each year’s deal volume over the years 2007-2018.
  • Large deals drove global M&A activity in Q1 2019. Large deals valued in excess of US$500 million accounted for 81% (US$780 billion) of all global deal volume in Q1 2019, compared to 73% of all deal volume over the years 2007-2018. The 10 largest deals of Q1 2019 contributed more than 35% of the quarter’s total global deal volume.
  • Highlights in Q1 included Bristol-Myers Squibb’s US$93 billion acquisition of Celgene and two transactions in the financial payments industry of approximately US$40 billion each: FIS’s acquisition of Worldpay and Fiserv’s combination with First Data.

Click here to see the Review.

 

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

GLOBAL M&A Statistical Update – XBMA Annual Review for 2018

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.
Executive Summary/Highlights:
  • Global M&A volume in 2018 reached US$4.0 trillion, a level achieved only once before in the last decade (2015).
  • 2018 was a notably strong year for cross-border M&A, despite escalating trade tensions and anti-globalist rhetoric. US$1.6 trillion (39%) of deals in 2018 were cross-border transactions, approximating recent highs in terms of both dollar value and percentage of global deal volume.
  • Takeda Pharmaceutical’s US$77 billion cross-border acquisition of Shire was the largest deal of the year in global M&A. 2018’s other cross-border mega-deals included T-Mobile and Deutsche Telekom’s US$60 billion deal with Sprint and Comcast’s US$48 billion acquisition of Sky.
  • M&A was propelled by strong economic growth and an abundance of corporate cash (including from tax reform in the U.S.), the continued availability of inexpensive debt through Q3, and strategic imperatives to address or anticipate technological disruption. In the second half of 2018, however, global trade tensions, rising interest rates in the U.S., and equity market volatility combined to slow global M&A activity from its record-setting pace.
  • With Bristol-Myers Squibb’s US$95 billion acquisition of Celgene announced just after year end, M&A in 2019 looks to be off to a promising start, although it is too early to tell if the torrid pace of M&A over the past few years will continue unabated in 2019.

Click here to see the Review.

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

GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2018

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.
Executive Summary/Highlights:
  • Global M&A in 2018 is at record levels, and at the current pace could approach 2007’s all-time high of almost US$5 trillion.
  • Cross-border dealmaking has surged, with the volume of cross-border M&A over the first three quarters of 2018 already far surpassing that of all of 2017.
  • Likewise, the market for mega-deals remains strong, and each of the three largest deals announced in 2018 is larger than any deal announced in 2017.
  • European M&A volume has already exceeded US$940 billion through the first three quarters of 2018, well in excess of any full year since the beginning of 2009, including 2015 when European M&A reached a recent peak of US$914 billion.
  • Dealmaking has been helped by the strong global economy, robust corporate earnings, the continued availability of relatively inexpensive debt capital, the search for growth through acquisition of new products or markets and the need to adapt to technological disruption. A significant wild card that may dampen or disrupt the trend is the risk of a serious trade war or other geo-political instability.

Click here to see the Review.

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

GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2018

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

Executive Summary/Highlights:

  • The global M&A environment continued to show historic strength in 2018, as global deal volume reached nearly US$1.3 trillion for the second quarter and US$2.5 trillion for the first half of the year.
  • Global M&A activity has enjoyed a steady climb over the last several quarters and has increased sharply since Q3 2017, with global deal volume exceeding US$1.0 trillion in each of the ensuing three quarters. Q1 and Q2 2018 were two of the most active quarters for global M&A ever.
  • Cross-border transactions have continued to comprise a significant portion of global deal volume, accounting for 41% of overall M&A in Q2 2018. Cross-border M&A activity has already exceeded US$1.0 trillion for the first half of 2018.
  • In emerging markets, inbound M&A volume into the BRIC countries reached US$63 billion in aggregate in Q2 2018. Most notably, the volume of inbound M&A activity increased significantly in China and India during Q2 2018 as compared to prior quarters.
  • Q2 was highlighted by a number of headline-grabbing mega-deals across sectors, including T‑Mobile’s combination with Sprint. The volume of transactions with values of more than US$500 million is on pace to increase approximately 65% in 2018 compared to 2017.
  • The blistering pace of global M&A activity in 2018 continues to be driven by the impact and the anticipation of disruptive technologies across industries, and in the media and entertainment, telecommunications and healthcare sectors, in particular.

Click here to see the Review.

The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA, 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 Danish Capital Markets Act

Editors’ Note: Mattias Vilhelm Warnøe Nielsen is a Partner at Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark where he is Head of Venture Capital and Startup Companies. Mattias is a highly regarded specialist and advises Danish startup companies on fundraising through private investors and seed investments. Mattias also advises Danish and multinational corporations on mergers and acquisitions. Andreas is a Junior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab where he primarily advises Danish and multinational corporations, both publicly traded and private, on mergers and acquisitions. Andreas also advises both Danish and multinational corporations on litigation, arbitration and bankruptcy proceedings.

1. Highlights:

   a) Prospectuses

         The Danish Securities Trading Act (Past)

         The obligation to prepare and make public a prospectus when offering securities to the public applies if the value of the offering to the public is equal to or above EUR 1,000,000. Only prospectuses prepared for offerings to the public with a value equal to or above EUR 5,000,000 are recognizable in other EU member states.

         The Danish Capital Markets Act (Present)

         The obligation to prepare and make public a prospectus when offering securities to the public applies if the value of the offering to the public is equal to or above EUR 5,000,000. All prospectuses are recognizable in other EU member states.

         Summary of Amendment: The Danish Capital Markets Act repeals the obligation to prepare and make public a prospectus when offering securities to the public at a value between EUR 1,000,000 and 5,000,000 (i.e. small prospectuses), see item 3 below.

 

   b) Public Announcement of Own Shares

         The Danish Securities Trading Act (Past)

         Issuers are obligated to make public their ownership of own shares in the event that such ownership reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the voting rights or share capital.

         The Danish Capital Markets Act (Present)

         Issuers are obligated to make public their ownership of own shares in the event that such ownership reaches, exceeds or falls below 5% or 10% of the voting rights or share capital.

         Summary of Amendment: The Danish Capital Markets Act repeals the higher thresholds for the issuer’s obligation to make public their ownership. Thus, the obligation solely applies when the issuer’s ownership of own shares reaches, exceeds or falls below 5% or 10% of the voting rights or the share capital, see item 4 below.

 

   c) Equal Treatment of Shareholders

         The Danish Securities Trading Act (Past)

         An offeror making a takeover bid, whether mandatory or voluntary, shall treat all shareholders within the same share class equally.

         The Danish Capital Markets Act (Present)

         An offeror making a voluntary takeover bid with the objective of acquiring control over the issuer shall treat all shareholders equally, regardless of any division of share classes. For mandatory and other voluntary takeover bids, the offeror shall treat all shareholders within the same share class equally.

         Summary of Amendment: The Danish Capital Markets Act introduces a specific requirement of equal treatment of all shareholders in the issuer, regardless of share classes, in the event that the offeror makes a voluntary takeover to the shareholders in the issuer with the objective of acquiring control of the issuer, see item 5 below.

 

2. Introduction

The Danish Capital Markets Act, including certain executive orders, entered into force on 3 January 2018, replacing the former Danish Securities Trading Act and amending certain material aspects of the capital markets regulation in Denmark. Apart from certain amendments to the provisions of the Danish Securities Trading Act, the Danish Capital Markets Act contains provisions similar to those of the Danish Securities Trading Act with some language changes. This XBMA contribution highlights the material changes as a result of the Danish Capital Markets Act.

 

3. Prospectuses

The provisions in the Danish Securities Trading Act regarding the obligation to prepare and make public a prospectus for offerings to the public of a value between EUR 1,000,000 and EUR 5,000,000 have been repealed with the Danish Capital Markets Act which entered into force 3 January 2018.

The Danish Securities Trading Act contained both an obligation to prepare prospectuses for offerings between 1,000,000 and EUR 5,000,000 (i.e. small prospectuses) and an obligation to prepare prospectuses for offerings of or above EUR 5,000,000 (i.e. large prospectuses). The reason for the two different provisions was that the small prospectuses were subject only to Danish national regulation and did not enjoy the so-called EU passport for prospectuses (recognition in other EU member states than Denmark), as the small prospectuses were not prepared in accordance with the regulation as implemented from the Prospectus Directive (2003/71/EC).

As of 3 January 2018, issuers or offerors are only obliged to prepare and make public a prospectus when making offerings to the public of a value of EUR 5,000,000 or above. These are recognizable throughout all EU member states.

The threshold of EUR 5,000,000 is calculated on offerings made by the entity in question over a period of 12 months and on the basis of the market value of the securities in question and the costs associated with the offering to be paid by the investors, including e.g. levies. If the offering is made in DKK, the EUR 5,000,000 threshold is calculated based on the Danish National Bank’s public currency rate at the time of the commencement of the offering.

The Danish Capital Markets Act does not alter the obligation to prepare and make public a prospectus when securities are listed, and no threshold regarding value etc. applies to such obligation.

On 14 June 2017, the European Parliament and the Council adopted a new Prospectus Regulation (EU/2017/1129) that enters into force 21 July 2019. Certain exemptions to the obligation to prepare and make public a prospectus for public offerings entered into force on 20 July 2019, however; these specific exemptions are not the subject of this XBMA contribution.

In connection with the new Prospectus Regulation, the member states are authorized to increase the threshold for the obligation to prepare and make public a prospectus to offerings of a value on or above EUR 8,000,000. The Danish Parliament is currently treating an amendment to the Danish Capital Markets Act which will increase the Danish threshold from EUR 5,000,000 to EUR 8,000,000. If passed, the new threshold will apply from 21 July 2018.

Our opinion: As offerings in Denmark are usually smaller compared to offerings in other EU member states, the repeal of the requirement of small prospectuses and – if passed – the increase of the threshold for the requirement to larger prospectuses certainly lifts an administrative burden for offerors when making public offerings. This might mean that Denmark would become a more attractive forum for making public offerings, and in the future we might experience an increase in offerings.

 

4. Public Announcement of Own Shares

In accordance with the Danish Securities Trading Act, any shareholder in an issuer of listed shares was obligated to notify the Danish Financial Supervisory Agency (the FSA) and the issuer of the shareholder’s holding of shares in the issuer in the event that the holdings reached, exceeded or fell below 5%, 10%, 15%, 20%, 25%, 33%, 1/3, 50%, 66%, 2/3 or 90% of the voting rights or the share capital. The issuer should also notify the FSA in the event that the issuer’s holding of own shares reached, exceeded or fell below the aforementioned thresholds.

This provision has been implemented into the Danish Capital Markets Act. As of 3 January 2018, however, the issuer is only obligated to notify the FSA in the event that the issuer’s holding of own shares reaches, exceeds or falls below 5% and 10% of the voting rights and share capital. Other shareholders are still obligated to notify the issuer and the FSA regarding the holdings of shares in the issuer in the event that their holdings reach, exceed or fall below the old thresholds.

The issuer’s obligation has been amended in that the previous requirement, subject to the higher threshold, was a result of goldplating in Denmark, i.e. a national implementation of the Transparency Directive (2004/109/EC) in excess of the requirements in the directive.

Our opinion: As issuers most often do not hold a large bulk of own shares, the removal of the higher thresholds only has a practical value for a few issuers on the Danish capital markets. However, the amendments may prove to be an improvement of the administrative burden for such issuers. Moreover, should an issuer hold e.g. 20% of its own shares, such information will not be publically available in the future, unless the circumstances under which the issuer came to hold such shares have been disclosed in connection with the disclosure of inside information under the Market Abuse Regulation (EU/596/2014).

 

5. Equal Treatment of Shareholders

The Danish Securities Trading Act contained a requirement on offerors when making takeover bids to treat shareholders within the same share class equally.

The same requirement is adopted in the Danish Capital Markets Act, with exception, however, of a specific requirement on offerors making a voluntary takeover bid to the shareholders of a listed issuer with the objective of acquiring control over the issuer in question. In such event, the offeror shall treat all shareholders equally, irrespective of share classes and whether all or merely some of the share classes are listed on a regulated market place.

The requirement does not apply to a situation where the offeror makes a voluntary takeover bid without the objective of acquiring control over the issuer, nor does it apply to a situation where the offeror already has control over the issuer before making the takeover bid or where the offeror makes a mandatory takeover bid. In such events, the requirement of equal treatment of shareholders within the same share class applies.

Our opinion: There are certain scenarios in which this new requirement may be relevant, however, the most relevant scenario would be where an offeror makes a takeover bid for one share class with voting rights and intends to exclude another share class without voting rights from the takeover bid. In this event, and provided that control is the offeror’s objective, the offeror is forced to offer to purchase the other shareholders’ shares without voting rights on the same terms, including in relation to price etc., as the shareholders’ holding of shares with voting rights. As the shares with voting rights are more valuable to the offeror, we may see less favourable terms for purchasing shares during voluntary takeover bids in the future, seeing as an offeror shall compensate for the obligation of purchasing all shares on the same terms.

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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