Governance

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 – Supreme Court of Canada Rejects Proposed Legislation for a National Regulator

Published on: February 6 2012
Contributed by: I. Berl Nadler, Partner, Davies Ward Phillips & Vineberg LLP; Member of XBMA’s Legal Roundtable (Toronto)

Highlights:  The Supreme Court of Canada issued a unanimous decision that the proposed federal Canadian Securities Act, as currently drafted, is unconstitutional as it is not a valid exercise of the Federal Government’s power to regulate trade and commerce. The Court expressly noted that there were specific aspects of the Act aimed at addressing matters … 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.  This paper was authored by Luis Sarabia and Brett Anderson.  Mr. Sarabia is a litigation partner in the general corporate/commercial practice of Davies Ward with significant expertise in securities and mining litigation.

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DUTCH UPDATE – New Legislation on Management and Supervision of Dutch Companies

Published on: February 2 2012
Contributed by: Kees Peijster, Geert Potjewijd and Martin van Olffen, De Brauw Blackstone Westbroek (Amsterdam/Beijing)

Executive Summary/Highlights: New legislation, expected to become effective on July 1, 2012, introduces for the first time one-tier Dutch board structure, a single board comprising both executive and non-executive directors, as an alternative to the historical Dutch two-tier board structure where there is a management board and a separate supervisory board. Once the new bill … Continued

Editors’ Note:  Kees Peijster and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  They co-authored this paper with Marin van Olffen, who is also a partner at De Brauw Blackstone Westbroek.  De Brauw Blackstone Westbroek is a leading Dutch M&A firm with broad expertise in Dutch governance matters.

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JAPANESE UPDATE – A Step Towards Easing Restrictions on Use of Exchange Offers by Japanese Companies Making Foreign Acquisitions

Published on: November 11 2011
Contributed by: Shuji Yanase, Nagashima Ohno & Tsunematsu (Tokyo)

Executive Summary/Highlights:  Japanese legal hurdles to cross-border exchange offers or triangular mergers have deterred Japanese acquirers from using their stock in cross-border acquisitions. A recent amendment to the Law on Special Measures for Industrial Revitalization and Innovation, which took effect on July 1, 2011, introduces a new path to facilitate exchange offers by Japanese firms … Continued

Editors’ Note:  This paper was authored by Akemi Suzuki, a partner at Nagashima Ohno & Tsunematsu who concentrates on domestic and cross-border mergers and acquisitions in theU.S., Asia andEurope.  Shuji Yanase is a former chairman of Nagashima Ohno & Tsunematsu and a member of XBMA’s Legal Roundtable, with more than thirty years of leadership in international M&A transactions involving Japanese firms.

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RUSSIAN/UK UPDATE – Adverse impact of the UK Bribery Act 2010 on Cross-Border Corporate Transactions in Russia

Published on: November 1 2011
Contributed by: Andrey A. Goltsblat, Goltsblat BLP (Moscow)

Executive Summary/Highlights: The UK Bribery Act 2010 has far reaching territorial application and can even apply to Russian companies. Affected companies must now have in place adequate internal anti-bribery procedures and ensure the same compliance of any of its associated persons. Strong contractual protections may prove necessary to limit exposure to prosecution under the Act. … Continued

Editors’ Note: This paper was authored by Andrey Goltsblat and Ian Ivory, an English Law partner at Goltsblat BLP in Moscow.  Mr. Goltsblat is a member of the XBMA Legal Roundtable and a leading expert on Russian M&A, having completed more than US$25 billion of transactions in the last two years. The paper focuses on the ramifications of the new UK Bribery Act for Russian deals, but may have broader applicability as the ripple effects of the UK Act are felt in other jurisdictions as well.

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XBMA – Quarterly Review for Q1 2011

Published on: June 29 2011

The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011.   Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued

Editor's Note: This is an example of the type of post and content the XBMA Forum seeks to showcase.

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