November 2016

AUSTRALIAN UPDATE – deal landscape, origin of bidders and deal structures

Highlights The Australian public M&A market has seen steady activity levels, with modest growth in deal volumes (by value) in the 12 months to 30 June 2016 (FY16). Success rates have remained steady, with 73% of deals announced in FY16 being completed. The level of contested bid activity rebounded in FY16 with 6 targets attracting … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills staff, Paul Branston, Partner and Sophie Mony de Kerloy, Solicitor.

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FRENCH UPDATE – M&A: Key Takeaways for Dealmakers on the Modernization of French Contract Law

Executive Summary/Highlights: October 1 saw the coming into effect of the most significant reform of French contract law since the Napoleonic code was first promulgated in 1804.  We survey below some of the key takeaways for dealmakers. The reform was notably motivated by a desire to maintain the attractiveness of French law. One of the … Continued

Editors’ Note: Bertrand Cardi, a partner at Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable, contributed this article. Laurent Aynès, Emmanuel Brochier, Bertrand Cardi and Forrest G. Alogna, partners of Darrois Villey Maillot Brochier, authored the following article. Laurent Aynès is a preeminent contracts law scholar and one of the most highly-regarded civil law lawyers in Europe. Darrois Villey Maillot Brochier is the leading firm in France in the practice of M&A and Takeovers.

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CHINESE UPDATE – Outbound Investment — Managing risks and exiting with grace

Executive Summary/Highlights: China’s outward foreign direct investment (FDI) has increased substantially over the past decade.  At US$111.5 billion in total in 2015, outbound FDI exceeded inbound FDI for the second year running.  Aided by the creation of new / simplified regulatory channels, China’s outbound FDI is expected to grow more than 10% per year for … Continued

Editors’ Note: Susan Ning, a member of XBMA’s Legal Roundtable, contributed this paper.  Ms. Ning heads King & Wood Commercial and Regulatory Group and is widely recognized as one of the leading experts in the field, with many years of experience working with MOFCOM to secure merger clearance.  This article was authored by King & Wood Mallesons partner Neil Carabine, of the firm’s Hong Kong office.

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CANADIAN UPDATE – Significant changes in proposed amendments to Canada Business Corporations Act

Executive Summary/Highlights:  On September 28, 2016, the Canadian federal government introduced Bill C-25: An Act to amend the Canada Business Corporations Act et al. The proposed amendments are the culmination of the first substantive review of the Canada Business Corporations Act (the CBCA) in 15 years and are the result of a consultation process initiated … Continued

Editors’ Note: This article was contributed by Christopher Murray, a partner of Osler and leader of the Osler Asia-Pacific initiative whose practice focuses on public company M&A as well as corporate finance principally involving REIT Income Funds, mining and energy businesses.  This article was authored by Osler partners Andrew MacDougall and Robert M. Yalden and associates Justin Dharamdial and John M. Valley in the Osler Corporate group.

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