Europe

UK UPDATE – Recent Changes to the UK’s City Code on Takeovers and Mergers

Executive Summary:  Recent amendments to the UK’s City Code on Takeovers and Mergers, the main rules governing takeovers in the UK, are discussed below.  The most significant changes resulting from these amendments are: (i) it will allow offerors to engage in early and have increased involvement with the offeree’s pension trustees in an offer; and … 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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POLISH UPDATE – Global Risks, Local Remedies: Cross-border M&A Issues in the New Europe

Executive Summary:  The authors report from the IBA European Regional Forum conference in Warsaw on a discussion among lawyers from throughout Central & Eastern Europe on the best ways to minimise common risks encountered in international transactional practice. Main Article: The expanded membership of the EU and the growing number of cross-border transactions in Europe … Continued

Editors’ Note:  This article was contributed by Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable, and Izabela Zielińska-Barłożek, co-head of Wardyński & Partners’ Mergers & Acquisitions Practice.  Ms. Zielińska-Barłożek co-authored this article with Anna Dąbrowska, a member of the firm’s Mergers & Acquisitions Practice.

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EU UPDATE – European Commission Proposes Amendments to Premerger Notification Regime

Executive Summary: The European Commission has proposed amendments to the notification forms that companies must complete to report mergers subject to antitrust review in the EU. If adopted, the proposed changes would reduce the amount of information merging parties must provide in transactions that are unlikely to raise competitive concerns.  However, for many transactions, the … Continued

Editors' Note: This article was authored by Franco Castelli of Wachtell, Lipton, Rosen & Katz.  Mr. Castelli focuses on antitrust aspects of U.S. and cross-border mergers, acquisitions, and joint ventures.

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EU UPDATE – European Commission Signs Memorandum of Understanding with China on Antitrust

Highlights: The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce. These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance. In recent years, 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.  This article was authored by Slaughter and May associates Anna Battersby and Ingrid Lauwers.

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UK UPDATE – Tax Issues on Cross-Border Acquisitions

Executive Summary: In cross-border acquisitions, more than one country’s tax rules will apply.  English law is frequently chosen to govern such transactions.  This article highlights a number of the main tax issues arising in cross-border share and asset purchases, and discusses how some of these issues can be eliminated or mitigated through efficient structuring or … 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.  This article was authored by Slaughter and May tax partner Gareth Miles and associate Tom Jarvis.

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EU UPDATE: Corporate Governance Update: Gender Diversity on Public Company Boards

Highlights: Recent efforts to impose quotas for women directors for companies in the European Union has provoked controversy not only as to the optimal gender balance of boardrooms but also as to whether a quota system is a fair or effective way to achieve the underlying objective of women’s full and equal participation in corporate … Continued

Editor’s Note: David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions.  This post is based on an article by Mr. Katz and Laura A. McIntosh that first appeared in the New York Law Journal; the full article, including footnotes, is available here.

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BELGIAN UPDATE – Amended Procedure for the Liquidation of Belgian Companies

Highlights: On 19 March 2012 the King ratified a new act modifying the Belgian Companies’ Code with respect to the procedure for the liquidation of Belgian companies. The Act comes into force on 17 May 2012. The purpose of the Act is twofold: on the one hand, a series of procedural amendments for company liquidations … Continued

Editors’ Note:  Peter Callens is a partner with Loyens & Loeff and a member of XBMA’s Legal Roundtable.  Mr. Callens is renowned for his national and international corporate practice, with a focus on M&A and transactions in various sectors of industry. This article was co-authored by Robrecht Coppens, senior associate with Loyens & Loeff, who specialises in corporate law, with a particular emphasis on takeovers and M&A.

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UK UPDATE – Understanding and Dealing with Hedge Funds and Shareholder Activism Across Europe: The Impact of the Financial Crisis

Executive summary: The attached guide takes a pan-European look at trends and developments through the 2008 financial crisis and in the period since, focusing on: the position of hedge funds: their behaviour, performance and strategies in that period, as well as the changed regulatory landscape they now face, and activist behaviour by both hedge funds … 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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UK UPDATE – Overview of the Process for Making Legislation in the EU

Executive summary: The attached memorandum provides an overview of the process for making legislation in the European Union which, once made, will either apply directly to the UK or which the UK government is required to transpose into UK domestic law. Click here to read the Memorandum

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.  The paper was authored by Philip Bennett, a senior partner in Slaughter and May’s Pensions and Employment group and associates Tolek Petch and Samay Shahn.

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UK UPDATE – A Guide to Takeovers in the United Kingdom

Executive summary:  The linked memorandum is a general guide to takeovers of UK incorporated and listed companies subject to The City Code on Takeovers and Mergers.  It first describes the UK bodies which regulate takeovers of such companies and then summarizes the more important legislation and rules under which they do so. Click here to … Continued

Editors’ Note:  Nigel Boardman’s October 3, 2011 post focused on the UK’s response to the Cadbury takeover, through adoption of a revised edition of the UK Takeover Code on September 19, 2011.  This follow-up post provides Slaughter and May’s updated Guide to Takeovers in the UK, a valuable reference based on Slaughter’s leadership and deep expertise in the area.

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