CHINESE UPDATE – The Future of Automotive JVs under the New Policy of Opening Up the Automotive Industry in China

Summary There are numerous examples of Automotive JVs that have been operating successfully and profitably in China for more than a decade. With the imminent removal of the shareholding cap on foreign investment in automotive manufacturing, there will be opportunities for Chinese and foreign parties to alter their equity holdings, including being able to buy … Continued

Editor's Note: Contributed by Adam Li, a partner at JunHe and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. This article was authored by Mr. Michael Weng, and Mr. Daniel He, both partners at JunHe. Mr. Weng has broad experience dealing with complicated foreign direct investment and cross-border M&A transactions, and Mr. He is specialized in merger and acquisition projects, joint venture transactions, and strategic investment projects in various industries.

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Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value

Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value * A modified version of this article was recently featured in a publication for public company directors, CEOs and general counsels. As the spotlight on boards, management teams, corporate performance and governance intensifies, as articles like the Bloomberg and Fortune profiles of Elliott … Continued

Editor’s Note: This article was authored by Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz.

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Spotlight on Boards

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2018

Executive Summary/Highlights: Global M&A is off to a fast start in 2018, as global deal volume in Q1 was the strongest of any first quarter, and the third strongest quarter overall, since the beginning of the post-crisis recovery. The momentum from a strong Q4 2017 in global M&A carried into Q1 2018.  Q1 saw more … Continued

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.

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IRISH UPDATE – Recent Trends in Corporate Migrations

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 … Continued

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.

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DANISH UPDATE – New Danish Capital Markets Act

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 … Continued

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.

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CHINA UPDATE – Stricter enforcement of environmental regulations in China

Last year’s Party Congress made clear China’s commitment to environmental protection: in his opening speech, President Xi Jinping mentioned “environment” 89 times, while “economy” stopped at 70. The new environmental zeal has led to a surge in relocations and shutdowns, impacting companies active in China or heavily reliant on Chinese suppliers. This was illustrated by … Continued

Editors’ Note: Lodewijk Hijmans van den Bergh and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam, and Adam Li is a partner at JunHe LLP, resident in Shanghai and Silicon Valley. They are members of XBMA’s Legal Roundtable.  As leading M&A lawyers, they have broad expertise handling significant cross-border transactions.

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CHINESE UPDATE – China’s NDRC Issued New Outbound Investment Rules

On 26 December 2017, the National Development and Reform Commission (“NDRC”) issued the Administrative Measures for Enterprise Outbound Investment[1] (“Regulation No. 11”) which will come into force on 1 March 2018. Regulation No. 11 contains six chapters and 66 articles. Compared to the 2014 Administrative Measures for the Verification and Record-filing on Outbound Investment Projects[2] … Continued

Editors’ Note: This article was written and contributed by Wang Kaiding, corporate partner at King & Wood Mallesons. Mr. Wang focuses on cross-border mergers and acquisitions, foreign investment in China, corporate governance and general corporate law matters. He has worked on a range of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, reorganizations, joint ventures and divestitures. He was joined by Huang Mengting and Tang Xinran in writing this article.

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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2017

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 … Continued

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.

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AUSTRALIAN UPDATE – Deal Landscape, Origin of Bidders and Deal Structures

Highlights The Australian public M&A market has seen relatively steady activity levels, with a modest increase in number of deals, but lower total deal value, in the 12 months to 30 June 2017 (FY17). Success rates were down on FY16, with 66% of deals announced in FY17 being completed. The level of contested bid activity … 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 Michael Denny, Solicitor.

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