Issues

U.S. UPDATE – Bracing for the “Antitrust” Tech Storm

The widely reported lawsuit against Google, brought this week by the Department of Justice and 11 state attorneys general, marks the most significant antitrust enforcement action in the United States against a major technology company in two decades.  As set out briefly below, the suit warrants careful consideration, both for what it alleges and what … Continued

This article was co-authored by Ilene Knable Gotts (Partner), Ronald C. Chen (Partner) and Kevin S. Schwartz (Partner) at Wachtell, Lipton, Rosen & Katz (New York).

Ilene is a partner in the Antitrust Department. She is regularly recognized as one of the world’s top antitrust lawyers, including being recognized by “Euromoney’s Women in Business Law” with a Lifetime Achievement Award in 2019.

Ron is a partner in the Corporate Department. He is also a Lecturer in Law at Stanford Law School, where he teaches a course on Mergers and Acquisitions, and Co-Chair of the International Bar Association’s annual conference on Mergers and Acquisitions in the Technology Sector.

Kevin is a partner in the Litigation Department. He serves on the Executive Committee of the New York City Bar Association, where he was previously Chair of the Judiciary Committee, and is also a Visiting Lecturer in Law at Yale Law School.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2020

Executive Summary/Highlights Global M&A activity recovered in Q3 2020 as economies around the world began to reopen and dealmakers, focusing on existence-preserving activities in the first half of the year, returned their attention to M&A transactions. While global M&A volume in Q3 2020 was strong across the board, the continuing effects of the coronavirus pandemic, … Continued

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE: MOFCOM Unreliable Entity List

P.R.C. Ministry of Commerce (“MOFCOM”) issued an order promulgating “Provisions on the Unreliable Entity List” (the “Provisions”) on September 19, 2020, effective immediately the same day. These implementing rules have been long awaited since the idea was first introduced nearly 16 months ago on May 31, 2019. The Unreliable Entity List (“UEL”) mechanism will create … Continued

Editors’ Note: Contributed by Adam Li, a partner at JunHe (Shanghai), and by Fang He, a partner at JunHe’s Beijing headquarters; both are members of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. Ms. He specializes in M&A and outbound investment from China. 

This article was authored by David Tang (Partner) - JunHe (Shanghai). Mr. Tang advises multinational clients on Chinese sanctions and export controls and has over 20 years of experience specialized in international trade, customs, and compliance related investigations. Mr. Tang is the head of JunHe’s trade practice group.

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IRISH UPDATE: Key Issues for Irish Listed Companies when Considering Shareholder Activism

The volatility in global markets caused by the COVID-19 pandemic and resulting economic uncertainty has put activist shareholders and defending against opportunistic bids at the top of the agenda for listed companies. We have set out below 14 key considerations relating to shareholder activism that Irish-incorporated listed companies should be focused on in the current … Continued

Editor's Note: Brian O’Gorman is a Partner in Arthur Cox's Corporate and M&A group. He has advised on many of the largest and most high profile Irish M&A transactions over the past 20 years. Kate Hogan is an Associate at Arthur Cox.

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AUSTRIAN UPDATE – Austria tightens foreign investment control regime with new 2020 Investment Control Act

Executive Summary/Highlights: On 15 July 2020 the Austrian Parliament adopted a new Investment Control Act (Investitionskontrollgesetz, “ICA”). The new Act transposes the requirements under the EU FDI Screening Regulation and replaces the existing liberal regime under the Austrian Foreign Trade Act. Investment transactions lacking the required ICA approval will inter alia be null and void. Under the … 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.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2020

Executive Summary/Highlights Global M&A activity in Q2 2020 dropped to its lowest quarterly levels in more than a decade, as corporate dealmakers paused to weigh the effects of the COVID-19 pandemic, including the responses of governments, businesses and consumers across the world, and many companies devoted all available resources to existence-preserving activities and not growth … Continued

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE – U.S. Listed Chinese Companies and the Holding Foreign Companies Accountable Act

On May 21, 2020, the United States Senate passed the Holding Foreign Companies Accountable Act (the “Bill”) with unanimous consent. If it becomes law, the Bill would apply to Chinese companies, among others, listed on U.S. securities exchanges and require them to comply with U.S. regulatory and audit standards and information sharing, notwithstanding that to … Continued

This article was authored by Laura Luo and Thomas M. Shoesmith, both partners at King & Wood Mallesons.

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PERUVIAN UPDATE: Changes To Peruvian Merger Control Legislation

On May 11th, 2020 the Peruvian Government has modified certain provisions contained in the Peruvian Merger Control Legislation (“MCL”), originally approved by Urgency Decree N° 013-2019. Vacatio legis. The Peruvian Government deferred the application of the MCL (originally on August 20, 2020) until March 1, 2021. Concentrations occurring prior to said date will not be … Continued

This article was co-authored by Carlos A. Patrón (Partner) and David Kuroiwa H. (Senior Associate) - Payet, Rey, Cauvi, Pérez Abogados (Lima)

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DANISH UPDATE: Nasdaq Introduces a Common Nordic Main Market Rulebook for Issuers of Shares

Nasdaq has introduced a “Nordic Main Market Rulebook for Issuers of Shares” (the “Rulebook”), comprising Nasdaq Copenhagen, Nasdaq Helsinki, Nasdaq Iceland and Nasdaq Stockholm (the “Exchanges”). The Rulebook entered into force on 1 May 2020 and is comprised of two parts. The first part is a harmonized set of rules applicable to issuers of shares … Continued

This article was co-authored by Dan Moalem (Partner) and Henning Hedegaard Thomsen (Senior Associate) at Moalem Weitemeyer Bendtsen (Copenhagen)

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CHINESE UPDATE: New Development in Cross-Border Regulatory Collaboration – Observations on CSRC Comments on Luckin Coffee Incident

The financial fraud committed by Nasdaq-listed Luckin Coffee Inc. (“Luckin Incident”) has sparked a heated discussion in the media and within relevant industries about whether the Chinese Securities Regulatory Commission (“CSRC”) will exercise long-arm jurisdiction pursuant to Paragraph 4 of Article 2[1] of the new Securities Law, implemented on March 1 of this year (“Securities Law”).  … Continued

Editors’ Note: Contributed by Adam Li, partner at JunHe and member of XBMA's Legal Roundtable.  Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies.  

This article was authored by Natasha Xie (Partner), Mandy Wu (Partner) and Yun Ding (Associate) - JunHe (Shanghai).

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