Europe

UK UPDATE – Pfizer’s Approach for AstraZeneca and the Outlook for UK Government Intervention in Takeovers

Executive Summary:   Pfizer’s potential bid for AstraZeneca Plc provoked strong debate in the UK on the appropriate political oversight of corporate transactions, including concerns that the deal would result in research jobs and R&D investment being lost. This briefing outlines the main legal routes by which the assurances from Pfizer in respect of the UK … 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. Authored by William Underhill and Jordan Ellison, partners of Slaughter and May.

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GLOBAL UPDATE – International Cooperation in Merger Control

Executive Summary:   Despite formal agreements for and increased emphasis on international cooperation, there are still significant areas of divergence in how different competition authorities review mergers.  This article discusses recent examples of mergers requiring review in multiple jurisdictions and the key practical messages arising therefrom. Main Article: Execution of a global deal can involve a … 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.  Authored by Ingrid Lauwers and Nele Dhondt of Slaughter and May.

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HUNGARIAN UPDATE – Easing Administrative Burden on Companies Filing for Merger Clearance?

Executive Summary:  The Hungarian Competition Authority (“GVH”) amended the documents – including the merger filing form – related to merger control proceedings in the summer of 2013, with the declared aim of further decreasing the administrative burdens placed on market players. Further to the amendments of the merger documents, amendments to Hungary’s Competition Act (“CA”) … Continued

Editors’ Note:  Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable.  He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.  This article is written by Anna Turi of Schönherr, Budapest.

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EU Update – European Union and Singapore Initial Free Trade Agreement

Highlights: The establishment of a free trade area between the EU and Singapore is expected to have significant benefits for Singapore and EU companies. Annual EU exports to Singapore could rise by EUR 1.4 billion over 10 years and annual exports by Singapore companies (including EU companies based in Singapore) could rise by EUR 3.5 … Continued

Editors’ Note: Geert Potjewijd is a partner at De Brauw Blackstone Westbroek, resident in Beijing, and a member of XBMA’s Legal Roundtable. This paper was authored by Dieter Wolff and Jaap de Keijzer, both partners at De Brauw Blackstone Westbroek. De Brauw Blackstone Westbroek is a leading Dutch law firm with broad expertise in M&A and governance matters.

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Polish Update – The Risk of Inaccurate Statements in Representations and Warranties

Executive summary: In transactions involving the sale of shares in companies in Poland, as well as agreements on sale of enterprises or significant assets, the representations and warranties of sellers are becoming more and more extensive. Main Article: The notion of representations and warranties was adopted from common law systems and has become part of … Continued

Editor’s Note: This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable. The authors of this article are Dominika Stępińska-Duch and Paweł Mazur, members of Wardyński & Partners Dispute Resolution & Arbitration Practice.

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EU UPDATE – When Failure Brings Success: A Rare Example of the Failing Firm Defence

Executive Summary:   The European Commission approved a proposed acquisition which would create a merged entity that would be the only producer of naphthenic base and process oils in the EEA.  The Commission’s investigation found that  failure to approve such merger would result in a loss of refinery assets and significantly reduce production capacity in the … 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.  Authored by Ingrid Lauwers and Anna Battersby of Slaughter and May.

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SPANISH UPDATE – Information Exchange in the Framework of a Merger

Highlights: Prior to the authorization of a merger by the relevant authorities, the exchange of information between them, while a crucial part of the deal, might be considered in certain circumstances a violation against proceeding with a merger without authorization.  Outlined below are some of the precautions to be taken in order to avoid a … Continued

Editors’ Note:  This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable.  As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in corporate, banking, finance and securities transactions at the top end of the market.  Edurne Navarro, the partner in charge of Uría Menéndez’s Brussels office, authored this article.  Ms. Navarro’s practice focuses on EU and Spanish competition law, as well as trade law.

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GERMAN UPDATE – What Managers of Private Equity Funds should know about the new German Investment Law

Executive Summary New notification and disclosure requirements will apply to managers of private equity funds under the German AIFMD implementing legislation. Managers of private equity funds will also be subject to asset stripping restrictions regarding European target companies. The new rules will apply not only to German domiciled funds, but also to EU and non-EU … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  Hengeler Mueller partner Christian Schmies authored this article.  Hengeler Mueller is the leading German firm in the M&A and corporate arena.

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Czech Republic Update – Re-codification and Entrepreneurship

EXECUTIVE SUMMARY: Three new laws re-codifying Czech private law are set to change the country’s current legal order entirely. The current order will be abolished entirely and replaced with new laws. As one of the largest legal overhauls of the Czech Republic’s laws in recent decades, this development is indeed an admirable achievement. The article … Continued

Editors’ Note: Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable. He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.  This article is written by Mr. Miroslav Gejdoš of Schönherr, Prague.

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Polish Update – The Importance of Analyzing Legal Title to Shares in the Acquisition of Polish Companies

Executive summary Before the transaction, the buyer usually performs a legal examination of the company whose shares are to be traded (directly or indirectly, for example through the acquisition of shares in the parent company). When assessing the legal importance of examining the legal title to shares it should be kept in mind that in … Continued

Editor’s Note: This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable.  The co-authors of this article: Izabela Zielińska-Barłożek, co-head of the Mergers & Acquisitions Practice, and Jarosław Grykiel, PhD, specialize in Polish corporate law in cross-border transactions.

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