March 2012

SINGAPOREAN UPDATE – Proposed Changes to Singapore’s Guidelines for Merger Control

Highlights: Changes have been proposed to the Competition Commission of Singapore’s Guidelines on Merger Procedures. The changes give parties greater guidance on the self-assessment of mergers, obtaining a confidential opinion, and the treatment of confidential information. MAIN ARTICLE On 20 February 2012, the Competition Commission of Singapore (“CCS”) issued a consultation paper (“Consultation Paper”) proposing … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable.  Ms. Eng is a leading expert in both domestic and cross-border M&A in Singapore and other jurisdictions in Southeast Asia.  The author is Ameera Ashraf, head of WongPartnership’s Competition & Regulatory Practice.

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UAE UPDATE – Merger of Two Public Joint Stock Companies

Highlights:  This article looks at the legal processes involved in amalgamating (merging) two public joint stock companies listed on either of the main stock exchanges in the UAE. The Companies Law provides that an amalgamation can be implemented either by an “acquisition” or by a “merger”. One of the two main stock exchanges, the ADX, … Continued

Editors’ Note:  This paper was contributed by Sameer Huda, a partner at Hadef & Partners and a member of the XBMA Legal Roundtable.  A leader in M&A, private equity and restructuring, Sameer heads the corporate, M&A and private equity teams of Hadef & Partners in Dubai.

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UK UPDATE – Overview of the Process for Making Legislation in the EU

Executive summary: The attached memorandum provides an overview of the process for making legislation in the European Union which, once made, will either apply directly to the UK or which the UK government is required to transpose into UK domestic law. Click here to read the Memorandum

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.  The paper was authored by Philip Bennett, a senior partner in Slaughter and May’s Pensions and Employment group and associates Tolek Petch and Samay Shahn.

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GLOBAL INFRASTRUCTURE REPORT – Setting Strategic Priorities

China China’s unprecedented infrastructure building spree is stampeding ahead. The country is able to fund projects totaling trillions of dollars because it was largely unaffected by the recent global economic downturn. Infrastructure growth plans on a large scale Beijing, Shanghai and Guangzhou have some of the most sophisticated and integrated transport systems in the world. … Continued

Editors’ Note:  Franny Yao (Yao Fang), who contributed this article, is a Partner & Leader at Ernst & Young in Beijing, responsible for Key Accounts and Government Relations in China.  She is a founding director of XBMA and has broad expertise in cross-border M&A, representing major Chinese companies in their global expansion and other strategic drives.  This summary was produced by Ernst & Young’s Global Real Estate Center, whose leaders include Howard Roth, Global Real Estate Leader (U.S.), Malcolm Bairstow, Global Construction and Infrastructure Leader (UK), and Rick Sinkuler, Global Real Estate Markets Leader (U.S.).

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CHINESE UPDATE – China Publishes New Industry Catalogue for Foreign Investment

Highlights: The new Foreign Investment Industrial Guidance Catalogue encourages foreign investment in more areas by removing several restrictions and adding several encouraged industries.  Caps on foreign equity are lifted in some industries. The New Catalogue promotes investment in energy-saving, environmental protection, new-generation information technology, biology, high-end equipment manufacturing, new energy, new materials, and new energy … Continued

Editors’ Note:  Contributed by Adam Li (Li Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable.  Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies.  He has broad experience with VIEs and other structures for foreign investment in China.  Authored by Ms. Huiqing Qu of Jun He Law Offices.  Ms. Qu has more than 10 years of experience practicing PRC law, specialized in FDI, M&A and IPOs.  Ms. Zhou Tian, an associate at Jun He, helped translate this document.

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IRISH UPDATE – Trends and Prospects in Irish M&A Activity

Highlights:  M&A activity in Ireland has been affected by global and national economic difficulties experienced over the past three years, but Ireland’s M&A activity has recovered from the historic lows experienced in 2009.  This recovery looks set to gather pace in 2012. Much of Ireland’s M&A activity during 2011 was driven by the restructuring of … Continued

Editor’s note:  This paper was contributed by Brian O’Gorman, managing partner of Arthur Cox and a member of the XBMA Legal Roundtable (Ireland). This article was co-authored by Maura McLaughlin and Caroline Connolly of Arthur Cox.  Brian, Maura and Caroline each specialise in corporate law, with a particular emphasis on corporate finance, takeovers and mergers & acquisitions.

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ITALIAN UPDATE – Italian Stock Exchange Commission Enforces Tender Offer Rules

Highlights For the first time, the Italian Stock Exchange Commission applied a law of 2007 that enables it to order the launch of a tender offer, or impose a fine, for breach or circumvention of the mandatory tender offer rules. Previously the sanctions, which proved ineffective, consisted of a fine, the freezing of voting rights, … Continued

Editors’ Note:  Alberto Saravalle is Managing Partner of Bonelli Erede Pappalardo and a member of XBMA’s Legal Roundtable.  Professor Saravalle is one of Italy’s leading practitioners in corporate law, capital markets, and M&A.

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DUTCH UPDATE – Dutch Court Assumes International Jurisdiction and Declares An International Collective Settlement Binding

Highlights:  The Netherlands has become an attractive venue for settling international mass claims, irrespective of whether any litigation has taken place in the Netherlands. The Netherlands is the only European jurisdiction offering a procedure to declare a collective settlement binding on all class members on an “opt out” basis. Recently, the Amsterdam Court of Appeal … Continued

Editors’ Note: Kees Peijster and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  As leading Dutch M&A lawyers, they have broad expertise handling significant cross-border transactions involving China and the Netherlands.  The authors are Ruud Hermans, head of De Brauw´s corporate litigation, and Jan Tjeenk, partner in financial markets and corporate litigation.

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CANADIAN UPDATE – Is the Price Right? Increased Regulatory Scrutiny and Class Actions for Representations Involving Price

Highlights:  Businesses operating in Canada should be aware of a recent trend towards greater regulation and enforcement action surrounding pricing representations where additional costs are not clearly disclosed up front. The federal government’s planned regulation of airline advertising, the Competition Bureau’s recent aggressive enforcement initiatives regarding price representations as well recent class actions involving pricing … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  The authors of this update are Anita Banicevic, a partner and expert in Davies Ward’s Competition & Foreign Investment Review practice, David Stolow, a partner in the corporate/commercial litigation practice who has been involved numerous precedent setting cases before the Supreme Court of Canada, and Erika Douglas, an associate in Davies Ward’s Competition & Foreign Investment Review practice.

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