Issues

CHINESE UPDATE – China’s NDRC Issued New Outbound Investment Rules

On 26 December 2017, the National Development and Reform Commission (“NDRC”) issued the Administrative Measures for Enterprise Outbound Investment[1] (“Regulation No. 11”) which will come into force on 1 March 2018. Regulation No. 11 contains six chapters and 66 articles. Compared to the 2014 Administrative Measures for the Verification and Record-filing on Outbound Investment Projects[2] … Continued

Editors’ Note: This article was written and contributed by Wang Kaiding, corporate partner at King & Wood Mallesons. Mr. Wang focuses on cross-border mergers and acquisitions, foreign investment in China, corporate governance and general corporate law matters. He has worked on a range of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, reorganizations, joint ventures and divestitures. He was joined by Huang Mengting and Tang Xinran in writing this article.

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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2017

Executive Summary/Highlights:  Global deal volume in 2017 exceeded US$3.6 trillion, just US$80 billion shy of 2016’s volume. 2015, 2016, and 2017 have been the three strongest years of deal-making since the financial crisis, with 2015 representing the high water mark of US$4.4 trillion. Consistent with the trend over the previous two years, global M&A accelerated … 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 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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AUSTRALIAN UPDATE – Deal Landscape, Origin of Bidders and Deal Structures

Highlights The Australian public M&A market has seen relatively steady activity levels, with a modest increase in number of deals, but lower total deal value, in the 12 months to 30 June 2017 (FY17). Success rates were down on FY16, with 66% of deals announced in FY17 being completed. The level of contested bid activity … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills staff, Paul Branston, Partner and Michael Denny, Solicitor.

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CHINESE UPDATE – NDRC New Regulation Simplifies its Approval/Filing Procedures over Outbound Investment Projects

Highlights NDRC launches new regulations, which indicates further relaxation measures on PRC outbound investment. The controversial “road-pass” requirement has been removed. The NDRC approval and filing requirement has been changed from a condition for effectiveness of the acquisition contract to a condition for closing. Main Article On December 26, 2017, the National Development and Reform … Continued

Editors’ Note: Contributed by Adam Li, a partner at JunHe and a 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 Mr. Yi Wang, and Ms. Fang He, both partners at JunHe. Fang is also a member of XBMA’s Legal Roundtable.  Mr. Wang has broad experience in capital markets and private equity, and Ms. He is specialized in cross-border M&A, private equity, trust and assets management.

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U.S. UPDATE – 2018 Checklist for Successful Acquisitions in the United States

Global M&A accelerated in the fourth quarter of 2017, driven in part by tech expansion and strong economies in several key markets, and there are many signals pointing to a continued strong pace of transactions, including in the U.S. Overall M&A volume in 2017 continued to be robust, reaching $3.6 trillion, approximately 35% of which … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton David A. Katz, Scott K. Charles, Ilene Knable Gotts, Andrew J. Nussbaum, Joshua R. Cammaker, Mark Gordon, T. Eiko Stange, William Savitt, Eric M. Rosof, Joshua M. Holmes, Emil A. Kleinhaus, Gordon S. Moodie, Edward J. Lee and Raaj S. Narayan.

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ISRAELI UPDATE – Israel’s Anti-Concentration Law: An Opportunity for New Players

As we conclude the contested law’s first phase, its widespread impact is felt on the Israeli market Known from ancient times as a land of milk and honey, nowadays the nation of Israel is also a nation of opportunity. The law commonly referred to in Israel as the “Concentration Law,” requires investors deemed to be … Continued

Editors’ Note: Contributed by Shirin Herzog, head of the Mergers and Acquisitions, Securities and International Transactions Department in the Israeli firm of Ron Gazit, Rotenberg & Co. Ms. Herzog handles a variety of Israeli and cross-border merger and acquisition transactions, for public and private companies, and private equity transactions. This post is based on a recent blog post by Ms. Herzog first published in The Times of Israel on November 30, 2017.

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UK UPDATE – UK Government consults on new powers to control foreign investment

The UK Government recently published its long awaited green paper on control of foreign investment (the Green Paper).1 It proposes measures to increase Government scrutiny of foreign investment but only in relation to national security and not on the broader political grounds previous public statements have hinted at. Specifically, the Green Paper sets out two … 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. The article was co-authored by Lisa Wright, partner, and Ying-Peng Chin, associate, at Slaughter and May (London).

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POLISH UPDATE – Polish protection of strategic companies and new rules of administering state assets

Executive summary Legal restrictions concerning companies operating in certain strategic sectors of the economy and state companies were enacted in Poland. The Polish regulations track similar limitations already functioning in some other countries in the European Union and elsewhere. Under these restrictions, the Polish authorities can object to numerous transactions involving companies deemed to be … 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, head of Wardyński & Partners’ Mergers & Acquisitions Practice. Mr. Wardyński co-authored this article with Maciej Szewczyk, senior associate, and Wojciech Szopiński, associate, from the firm's Mergers & Acquisitions Practice.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2017

Executive Summary/Highlights: Global M&A volume in Q3 was ~US$820 billion, consistent with Q2 levels. Cross-border transactions continued to account for approximately 38% of both overall deal activity and of the largest deals. Deal volume involving an emerging economy acquirer and a developed economy target grew nearly 12% relative to Q2 and continued to substantially outpace … Continued

Editors’ Note: We are very pleased to introduce a redesigned XBMA Review this quarter. 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 hope you enjoy the new look and feel of the XBMA Review, and we welcome any feedback.

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AUSTRIA UPDATE – Legislative Changes Affecting Private and Public M&A – New Delisting Rules

Executive Summary: Recent legislative measures affecting private and public M&A include: Effective November 2017, the scope of the Austrian merger control regime will be broadened. Effective January 3, 2018, public M&A will be affected by a change in takeover procedures as well as new delisting rules allowing voluntary de-listings from the Vienna Stock Exchange in … 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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