Disclosure

The Dutch Corporate Governance Code and The New Paradigm

Published on: December 12 2016
Contributed by: Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz (New York)

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

Published on: November 2 2016
Contributed by: Christopher Murray, Osler (Toronto)

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

Published on: December 2 2015
Contributed by: Dr. Christof Jäckle and Dr. Emanuel P. Strehle, Hengeler Mueller (Frankfurt/Munich)

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

Published on: April 25 2012
Contributed by: Dimitry Afanasiev, Chairman of the Partners Committee at Egorov Puginsky Afanasiev & Partners and Member of XBMA’s Legal Roundtable (Moscow)

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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CANADIAN UPDATE – Is the Price Right? Increased Regulatory Scrutiny and Class Actions for Representations Involving Price

Published on: March 1 2012
Contributed by: I. Berl Nadler, Davies Ward Phillips & Vineberg LLP (Toronto)

Highlights:  Businesses operating in Canada should be aware of a recent trend towards greater regulation and enforcement action surrounding pricing representations where additional costs are not clearly disclosed up front. The federal government’s planned regulation of airline advertising, the Competition Bureau’s recent aggressive enforcement initiatives regarding price representations as well recent class actions involving pricing … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  The authors of this update are Anita Banicevic, a partner and expert in Davies Ward’s Competition & Foreign Investment Review practice, David Stolow, a partner in the corporate/commercial litigation practice who has been involved numerous precedent setting cases before the Supreme Court of Canada, and Erika Douglas, an associate in Davies Ward’s Competition & Foreign Investment Review practice.

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DANISH UPDATE – Danish Disclosure Obligations Potentially Broader Than Other European Countries in M&A Context

Published on: December 20 2011
Contributed by: Dan Moalem, Moalem Weitemeyer Bendtsen Advokatpartnerselskab (Copenhagen)

Highlights:  Under Section 27 of the Danish Securities Trading Act, inside information must be disclosed by an issuer at the earlier of (i) the coming into existence of the relevant circumstances or occurrence, albeit not yet formalised, (ii) the disclosure of the inside information to a third party, or (iii) a leakage of the inside … Continued

Editors’ Note: Dan Moalem is a founding partner of Moalem Weitemeyer Bendtsen Advokatpart­ner­sel­skab in Denmark.  He is an expert on M&A and capital markets transactions in Denmark, including representation of foreign acquirors and investors entering the Danish market.  This paper was co-authored by Lennart Meyer Østenfjeld, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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GERMAN UPDATE – New Disclosure Requirements to Prevent Secret Stake-building in German Listed Companies

Published on: November 23 2011
Contributed by: Dr. Christof Jäckle and Dr. Emanuel P. Strehle, Hengeler Mueller (Frankfurt/Munich)

Executive Summary: New share- and instrument holding disclosure rules concerning German listed companies go into force on 1 February 2012. The new rules particularly intend to prevent secret stakebuilding in listed companies. The new rules are likely to have a significant impact on public takeovers. The rules may also apply, under particular circumstances, to non-German companies … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  As leading German M&A specialists they have broad experience with German public companies in the takeover arena, and the German ownership disclosure requirements that have recently been modified.  This paper follows Olivier Diaz’ recent post on LVMH’s stakebuilding in Hermes and the French regulatory reaction, further marking the trend of modernizing disclosure requirements in many jurisdictions in order to address under-the-radar stakebuilding. We invite papers from other jurisdictions on this topic.

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The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA or any of the editors of XBMA Forum, nor by XBMA’s founders, members, contributors, academic partners, advisory board members, or others. No inference to the contrary should be drawn.