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DANISH UPDATE: Nasdaq Introduces a Common Nordic Main Market Rulebook for Issuers of Shares

Nasdaq has introduced a “Nordic Main Market Rulebook for Issuers of Shares” (the “Rulebook”), comprising Nasdaq Copenhagen, Nasdaq Helsinki, Nasdaq Iceland and Nasdaq Stockholm (the “Exchanges”). The Rulebook entered into force on 1 May 2020 and is comprised of two parts. The first part is a harmonized set of rules applicable to issuers of shares … Continued

This article was co-authored by Dan Moalem (Partner) and Henning Hedegaard Thomsen (Senior Associate) at Moalem Weitemeyer Bendtsen (Copenhagen)

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RUSSIAN UPDATE: COVID-19: legal risks and recommendations for businesses

CONTRACTS / FORCE MAJEURE Is the COVID-19 pandemic (“Pandemic”) a force majeure event? A party may be excused for non-performance under a contract if the non-performance is a direct and immediate result of an event which constitutes an act of God or force majeure.  Decrees by the Moscow mayor and regulations issued by heads of … Continued

This article was authored by the COVID-19 Task Force at Egorov Puginsky Afanasiev & Partners (Moscow)

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U.S. UPDATE – 2020 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2020 Checklist for Successful Acquisitions in the United States M&A continued its robust pace in 2019, with nearly $3.9 trillion in global deal volume for the year, the third-highest volume of the last decade.  The U.S. market was particularly strong, making up for relative weakness in Europe and Asia.  The boom was … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan, Amy R. Wolf and Matthew T. Carpenter.

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FRENCH UPDATE – Shareholder Activism and Governance in France: Proposed Reforms

The Finance Commission of the French National Assembly has announced a report that will recommend reforms to French securities market regulations to address shareholder activism and market transparency.  The report’s recommendations focus on responding to the excesses of activists in the French market with enhanced disclosure, reduced asymmetry of regulation between activist investors and French public … Continued

Editor’s Note: This article was authored by Theodore N. Mirvis, Adam O. Emmerich, Sabastian V. Niles and John L. Robinson of Wachtell, Lipton, Rosen & Katz.

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AUSTRIA UPDATE – Implementation of Shareholders’ Rights Directive: Action Points for Boards of Austrian Listed Companies

Amendment laws implementing the Shareholders’ Rights Directive: Action Points for Boards of Austrian listed companies On 23 July 2019, amendments of the Stock Corporation Act and Stock Exchange Act implementing the Shareholder Rights Directive II (2017/828) entered into force. Directive 2017/628/EU to encourage long-term shareholder engagement was implemented with the aim to minimize the administrative … Continued

Editor’s Note: Christian Herbst advises clients on corporate M&A, takeovers, arbitration, corporate finance and on a wide variety of other domestic and cross-border transactions. 

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U.S. UPDATE – 2019 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2019 Checklist for Successful Acquisitions in the United States M&A in 2018 began with a bang, with more than $350 billion of deals in January 2018 – a January level not seen since 2000 – and much chatter that M&A volume for the year could hit an all-time record. As it turned … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan and Matthew T. Carpenter.

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UK UPDATE – A New Takeover Panel Consultation

The Panel has today (19 September 2017) published its consultation paper PCP 2017/2 on statements of intention. The Panel has been concerned for some time that the disclosures by a bidder in relation to its intentions for the target business (required to be made in the offer document) have been bland and generic, and therefore … Continued

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.

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U.S. / U.K. UPDATE: Corporate Governance — the New Paradigm

Main Article: This week witnessed two very significant developments in the new paradigm for corporate governance, one in the U.S. and one in the U.K. Both will have cross-border impact. Both have the purpose of promoting investment to achieve sustainable long-term investment and growth. In the U.K., government proposals for corporate governance reform center on … Continued

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

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Promoting Long-Term Value Creation – The Launch of the Investor Stewardship Group (ISG) and ISG’s Framework for U.S. Stewardship and Governance

Executive Summary/Highlights: A long-running, two-year effort by the senior corporate governance heads of major U.S. investors to develop the first stewardship code for the U.S. market culminated today in the launch of the Investor Stewardship Group (ISG) and ISG’s associated Framework for U.S. Stewardship and Governance. Investor co-founders and signatories include U.S. Asset Managers (BlackRock; … Continued

Editors’ Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Sara J. Lewis of Wachtell, Lipton, Rosen & Katz.

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The Dutch Corporate Governance Code and The New Paradigm

Executive Summary/Highlights: The new Dutch Corporate Governance Code, issued December 8, 2016, provides an interesting analog to The New Paradigm, A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, issued September 2, 2016, by the International Business Council of the World Economic Forum. The new … Continued

Editors’ Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Sara J. Lewis of Wachtell, Lipton, Rosen & Katz.

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