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

Trends & Statistics

IRISH UPDATE – Recent Trends in Corporate Migrations

Editor’s Note:  Brian O’Gorman specialises in corporate finance with a particular emphasis on mergers and acquisitions, public takeovers, equity capital markets and private equity.  Suzanne Kearney is a professional support lawyer at Arthur Cox.

Over the past decade a global trend of optimising holding company structures has developed amongst publicly traded multinational corporations. The strategic relocation of a holding company is, more often than not, conducted in tandem with a merger or other significant M&A transaction.

Ireland, alongside other jurisdictions such as the United Kingdom and Switzerland, has emerged as an attractive location, particularly for corporations seeking to expand into Europe.


There are often complex corporate, commercial, regu­latory, operational and tax structuring implications associated with the re-organisation of a global business to a new jurisdiction. The legal mechanisms employed in implementing such relocations will be driven by a range of diverse factors. In this note we explore some of the more interesting structures employed in recent transactions.


The migration of public limited companies incorporated in a common law jurisdiction into Ireland in conjunction with a merger of other significant M&A transaction is often carried out by way of a court sanctioned scheme of arrangement (“Scheme”).

A Scheme is a statutory procedure whereby a company can (with court approval) make a compromise or arrangement with its shareholders (or a class of its shareholders). A Scheme has a wide scope for implementation, and lends itself to two separate methods for effecting a takeover of an existing (foreign) parent company by a new (Irish) parent company:

Cancellation Scheme: involves the shareholders of the existing (non-Irish) target agreeing to all of their shares in the target being cancelled in return for an agreed cash consideration per share being paid by the acquiring (Irish) company to such shareholders. The acquiring company agrees to pay the cash consideration on the basis that the target will use the reserve created by the cancellation of its existing shares to issue an identical number of new shares to the acquiring company.

Transfer Scheme: involves the shareholders of the target company agreeing to transfer all of their shares in the target to the acquiring company in return for an agreed cash purchase price per share being paid to such shareholders.

Structures involving a Scheme have been favoured by companies from the UK, Cayman, Bermudian and other common jurisdictions with legislation which caters for the use of a Scheme. This structure, however, is not available to entities who originate in a civil law jurisdiction, and, as a result, European companies have typically used a variety of other structures in connection with a migration to Ireland.

PaddyPower (Ireland) and Betfair (UK) ‘merged’ pursuant to a Scheme sanctioned by the High Court of England and Wales under UK company legislation, creating a new Irish holding company with headquarters in Ireland, having its main listing on the London Stock Exchange, with a secondary listing on the Irish Stock Exchange.


The EU Cross-Border Merger (“CBM”) regime facilitates mergers between Irish companies and EU incorporated companies (and companies incorporated in EEA States that have implemented the EU CBM Directive). The CBM regime permitted true “mergers” for the first time under Irish law, providing a new mechanism for Irish companies to receive a transfer of assets and liabilities from companies in other European/EEA jurisdictions.

European limited companies that are capable of merger under national law can merge into Irish registered companies as a CBM, with the merging company dissolved without going into liquidation on completion of the merger. Shareholder approval is required, followed by court applications by the merging companies in their respective jurisdictions. A CBM into Ireland takes effect pursuant to an order of the Irish High Court. In a CBM all of the assets and liabilities, together with the rights and obligations (including commercial contracts, employees, legal proceedings) of the merging company transfer to the Irish surviving company by operation of law.

A key advantage of a CBM is that it provides a harmonised, streamlined and often familiar procedure for European companies, eliminating the need for individual transfer documents typical under the traditional business sale and purchase model.

Flamel Technologies SA (France), completed CBM into its wholly-owned Irish subsidiary, Avadel Pharmaceuticals plc, with Avadel surviving the merger as the public holding company.

In the UK, the merger of Technip and FMC Technologies into UK incorporated TechnipFMC was achieved by CBM.

In 2017 the High Court of England and Wales authorised the first “reverse cross border merger” whereby a UK parent company, Formenta Limited, was absorbed by its Italian subsidiary.


Only entities incorporated in EU/EEA member states can avail of the CBM regime (see above), however “mergers” by non-EU entities into Irish companies have been structured as a merger agreement pursuant to which the non-EU entity contractually agrees to merge into a newly incorporated Irish public limited company, which becomes the surviving entity post-merger. As such a merger is not governed by legislation, it is not subject to a court order, but approval of the merger agreement by the shareholders is required.

This structure has been used in connection with the merger of a Swiss public limited company into an Irish public limited company as the surviving entity. Following Brexit, this structure may prove useful in connection with the merger of UK companies into Ireland, as it is unlikely to be able to avail of the CBM regime.

Pentair Ltd. (Switzerland), a public limited company entered into a Merger Agreement with its Irish subsidiary Pentair plc., thereby changing its organisation jurisdiction from Switzerland to Ireland. The surviving entity Pentair-Ireland remained subject to U.S. Securities and Exchange Commission reporting requirements and the applicable corporate governance rules of the NYSE.


For public companies incorporated in the EU a corporate migration may be achieved by using a Societas Europaea. The Societas Europaea or “SE” is a European public limited company formed under EU legislation. The SE was initially developed as a new “pan-European” form of company with the objective of enabling companies to operate on a cross border basis under a unified framework, without the obstacles posed by disparities in domestic company law in each member state.

One of the key advantages of an SE is its ability to relocate by moving its registered office to another EU member state without requiring dissolution or the creation of a new legal entity.

It was hoped that SEs would provide a cost efficient mechanism facilitating the restructuring of European businesses by reducing the administrative burden and legal costs associated with establishing in a new jurisdiction. Despite the perceived advantages of this supra-national structure, outside of Germany (where the SE has been more widely availed of, including amongst groups such as Allianz, Porsche, BASF), uptake across Europe has generally been low. The reasons for this may be due to the complexities in creating an SE, which cannot be incorporated on a stand-alone basis, but must be formed from a pre-existing limited liability entity (by merger, as a holding company or subsidiary, or by the conversion from an existing public limited company). Establishing an SE involves an employee consultation process, which at best can take up to several months to complete.

The SE remains an option for European companies considering a relocation within the EU. However, it is likely to be more attractive to those entities which are already registered as an SE and would therefore only be required to undergo the process of transferring its registered office. Other forms of existing companies, would be obliged to follow a two stage process; first, registration as a “Societas Europaea,” followed by a relocation of its registration to Ireland.

James Hardie Industries migrated its parent holding company to Ireland using a Societas Europaea structure.


Another possible structure for effecting a cross border migration is through an exchange offer whereby an Irish public limited company offers to acquire all of the issued securities of the non-Irish target in exchange for issue of new securities in the Irish plc, resulting in the Irish plc becoming the new parent company of the group.

An exchange offer made to shareholders of the non-Irish target will be subject to the form, content and timing restrictions of any local law takeover regime (where applicable).

Exchange offers have to date proved less popular, perhaps due to the 90% acceptance level required to secure full implementation of the merger/ acquisition.

The exchange offer structure was used in the re-domiciliation of Strongbridge (formerly Cortendo AB) from Sweden to Ireland, whereby a newly incorporated Irish plc acquired all of the issued shares of the original Swedish parent company. A prospectus which set out the terms of the exchange offer (approved by the Central Bank of Ireland, the Irish competent authority) was made available to all eligible shareholders of Cortendo AB. The exchange offer was conditional on its acceptance by 90% shareholders in the Cotendo AB. Following completion of the transaction, the original Swedish parent company became a subsidiary of the new Irish ultimate parent company.

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.


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 deal volume in 2017 exceeded US$3.6 trillion, just US$80 billion shy of 2016’s volume. 2015, 2016, and 2017 have been the three strongest years of deal-making since the financial crisis, with 2015 representing the high water mark of US$4.4 trillion.
  • Consistent with the trend over the previous two years, global M&A accelerated in Q4, as deal volume exceeded US$1.1 trillion, an increase of almost US$300 billion (or approximately 33%) versus Q3. The acceleration of M&A activity in Q4, driven by robust global economies, tax reform in the United States, and strategic responses to disruptive technologies, provides momentum for continued robust deal-making in 2018, including cross-border M&A.
  • Cross-border M&A activity exceeded US$1.2 trillion in 2017, accounting for approximately 35% of global M&A volume, consistent with recent historical proportions, and accounted for five of the 10 largest deals of 2017.
  • The United States continued to claim the largest share of global deal volume in Q4 and in full-year 2017. Over 46% of global M&A volume (more than US$500 billion) in Q4 consisted of deals involving U.S. targets. For full-year 2017, U.S. targets accounted for $1.4 trillion (40%) of deal volume, with approximately 18% of U.S. deals involving non-U.S. acquirors.
  • Deals for European targets remained the second most active segment in Q4, constituting almost 20% of global M&A volume (but less than the recent historical average of 24%). The market for Chinese targets also continued to demonstrate strength, accounting for more than 17% of global deal volume in Q4 (up from its recent historical average of 15%).
  • For each year since 2012, Q1 has had the lowest quarterly volume of M&A globally (and in North America, excepting 2017, when Q2 was the year’s least active quarter).
  • Global M&A volume in 2017 was led by the Real Estate sector, which topped US$525 billion for the year, driven by a strong Q4. The Energy & Power and High Technology sectors were also among the most active sectors in 2017, with US$482 billion and US$462 billion in deal volume, respectively.
  • Cross-border deals were an especially large component of activity in the Telecommunications sector and the Consumer Products sector, in which cross-border deals accounted for nearly 51% and 45% of global M&A volume, respectively, in 2017. In other sectors, the shares of global M&A volume attributable to cross-border deals ranged from 24% to 39%.

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.

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