April 2014

CANADIAN UPDATE: Negotiating Share and Asset Purchase Agreements: Fundamental Considerations

Executive Summary:  In the presentation below, the authors review key legal (including corporate, commercial, tax and regulatory) and business issues that arise when negotiating and drafting acquisition agreements in Canada which, except for the Canadian regulatory issues, have universal application. The presentation focuses primarily on negotiated acquisition agreements of assets or shares of private companies … Continued

Editors’ Note: This presentation 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. The presenters are Mr. Nadler and Paul Lamarre, partner at Davies Ward Phllips & Vineberg LLP.

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ISRAELI UPDATE – Public Offering of Foreign Mutual Funds in Israel

Executive Summary: In recent months, there has been a renewed legislative effort to enable the offering of units (“Units”) of foreign mutual funds (including exchange traded funds, or ETFs) (each, a “Fund”) in Israel. The proposed legislation will allow foreign Fund managers who meet certain criteria to publicly offer Units in Israel. Main Article: Currently, … Continued

Editor’s Note:  David E. Tadmor is a member of XBMA’s Legal Roundtable and the Managing Partner of Tadmor & Co.  Mr. Tadmor is recognized as a leading expert in the area of Israeli competition law.  He served as the Director General of the Israel Antitrust Authority (IAA) from 1997 to 2001.  This memo is written by Amir Scharf, head of Tadmor & Co.’s Capital Markets & Securities Law Department, and associate Oren Ofek.

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Canadian Update: Shareholder Value Enhanced Through Sufficient Time to Generate Alternative Transaction

Main Article: On April 2, 2014, Osisko Mining Corporation announced a superior alternative to Goldcorp Inc.’s unsolicited offer for Osisko in the form of a partnership with Yamana Gold Inc. resulting in Osisko’s shareholders receiving cash and share consideration with an implied value representing a 22% premium to Goldcorp’s offer. This transaction was announced 79 … Continued

Editors’ Note: This article 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. This update is provided by Davies Ward partners Kevin Thomson, Peter Hong and Neil Kravitz.

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CHINESE UPDATE – Update on Cross-Border RMB Investment – MOFCOM Further Opens Up RMB Inbound Investment

Highlights: The RMB-dominated cross-border investment had always been a significant channel to promote the internationalization of RMB. Foreign investors have always been seeking more convenient channels to “spend” their RMB proceeds derived from their investment in China, international trade or other sources in onshore or offshore markets. China’s authorities have made significant developments in 2011 … Continued

Editors’ Note: Contributed by Ms. Fang He, a partner at Jun He and a member of XBMA’s Legal Roundtable. Ms. He has broad experience in international M&A. Authored by Ms. Wei Chen of Jun He. Ms. Chen specializes in cross-border M&A, foreign direct investment, outbound investment, private equity investment and national security review. Ms. Chen has expanded experience in other fields such as the securities market, offshore IPO listings and follow-up offerings. This article was first posted on hk.lexiscnweb.com.

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