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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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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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GERMAN UPDATE – Amendments to German Securities Trading Act (WpHG) with High Significance in Practice: Disclosure of Significant Shareholdings, Home Country Disclosure, Interim Financial Reporting

Executive Summary Revised notification requirements with regard to significant shareholdings conferring voting rights in companies listed in Germany as well as with regard to (financial) instruments regarding such shares in force since 26 November 2015 Mandatory standard form for notifications to be used Scope of sanctions for breach of disclosure requirements substantially broadened One-off disclosure … Continued

Editors’ Note:  Dr. Christof Jäckle and Dr. Emanuel Strehle are members of XBMA’s Legal Roundtable and Partners at Hengeler Mueller, a leading German firm in the M&A and corporate arena.  Dr. Christian Schwandtner, partner of Hengeler Mueller, authored the following article.

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RUSSIAN UPDATE – Overview of the Key Amendments to the Russian Civil Code

Highlights On April 2, 2012, the Russian President introduced draft amendments to the Civil Code geared towards granting greater freedom in determining the management structure for private companies, execution of shareholders’ agreements, and changing the form of incorporation of legal entities. Rules intended to prevent abuse in corporate and ancillary relations will be introduced. New … Continued

Editors’ Note:  This paper was co-authored by Dmitry Stepanov and Daria Izotova of Corporate and M&A Practice at Egorov Puginsky Afanasiev & Partners.  Mr. Stepanov is actively involved in the improvement of Russian laws and has extensive hands-on experience in corporate law, securities, restructuring and corporate finances, M&A, bankruptcy and arbitration. Most recently Mr. Stepanov was engaged by the Russian Government into fundamental reform of the Russian Civil Code as a co-founder of the Non-Profit Partnership for Advancement of Corporate Law and principal member of the Presidential task force to create an international financial centre in Moscow.

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