Issues

CHINESE UPDATE – Outbound Investment — Managing risks and exiting with grace

Executive Summary/Highlights: China’s outward foreign direct investment (FDI) has increased substantially over the past decade.  At US$111.5 billion in total in 2015, outbound FDI exceeded inbound FDI for the second year running.  Aided by the creation of new / simplified regulatory channels, China’s outbound FDI is expected to grow more than 10% per year for … Continued

Editors’ Note: Susan Ning, a member of XBMA’s Legal Roundtable, contributed this paper.  Ms. Ning heads King & Wood Commercial and Regulatory Group and is widely recognized as one of the leading experts in the field, with many years of experience working with MOFCOM to secure merger clearance.  This article was authored by King & Wood Mallesons partner Neil Carabine, of the firm’s Hong Kong office.

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CANADIAN UPDATE – Significant changes in proposed amendments to Canada Business Corporations Act

Executive Summary/Highlights:  On September 28, 2016, the Canadian federal government introduced Bill C-25: An Act to amend the Canada Business Corporations Act et al. The proposed amendments are the culmination of the first substantive review of the Canada Business Corporations Act (the CBCA) in 15 years and are the result of a consultation process initiated … Continued

Editors’ Note: This article was contributed by Christopher Murray, a partner of Osler and leader of the Osler Asia-Pacific initiative whose practice focuses on public company M&A as well as corporate finance principally involving REIT Income Funds, mining and energy businesses.  This article was authored by Osler partners Andrew MacDougall and Robert M. Yalden and associates Justin Dharamdial and John M. Valley in the Osler Corporate group.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q3 totaled approximately US$800 billion, approximately 10% lower than Q2, and over 10% higher than Q1. At its current rate, global M&A volume for 2016 is on pace to reach US$3.2 trillion, approximately the level reached in 2014 but considerably lower than the record levels of 2015. Q3 saw … 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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CHINESE UPDATE – Significant Changes in Law Ease Controls Over FDI and M&A

Highlights: From October 1, 2016, a new FDI administration system will be launched in China.  Under the new system, MOFCOM approval will not be required for incorporation or acquisition of a foreign invested enterprise (“FIE”), unless its business is on the Nationwide Negative List released by the State Council.  This will increase efficiency for incorporation … Continued

Editors’ Note:  Contributed by Adam Li, a partner at JunHe, and by Fang He, a partner at JunHe’s Beijing headquarter; 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 Daniel He (He, Kan), a partner based in JunHe’s Shanghai offices who specializes in mergers and acquisitions, foreign direct investment, general corporate law and regulatory compliance.

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CHINESE UPDATE — Impact of China’s Law on the Activities of Overseas NGOs

Highlights: The new Law on NGO provides guidance for the registration, operating activities, financial management, and penalties, etc. of or for Overseas NGOs within China. Main Article The Law of the People’s Republic of China on the Management of Activities of Overseas Non-Governmental Organizations within the Territory of China (“Management Law”) was adopted at the … Continued

Editors’ Note:   Contributed by Qi Li (Adam), a partner at JunHe and a member of XBMA’s Legal Roundtable.  Mr. Li has broad experience in cross-border mergers & acquisitions, corporate, and general China practice.  Authored by Mr. Jason Liu and Ms. Piwei Sun. Mr. Jason Liu is a partner at JunHe’s Infrastructure & Project Financing practice group. He is specialized in infrastructure and utility concession transactions, bidding law, energy conservation, environmental protection, project construction, and foreign investment. Ms. Piwei Sun is a senior associate at JunHe’s Infrastructure & Project Financing practice group. She is specialized in infrastructure and utility concession transactions, foreign investment and project financing.

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CANADIAN UPDATE – Shareholder Activism and Proxy Contests: Issues and Trends

Executive Summary: The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and continued deterioration … Continued

Editors’ Note:  This article was produced by partners Patricia L. Olasker, J. Alexander Moore and Jennifer F. Longhurst of Davies Ward Phillips & Vineberg LLP. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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FRENCH UPDATE – Activist Strategies and Defenses in France

Executive Summary: Sitting in France, reports of the decline of activism in Europe appear somewhat exaggerated, just as the predictions of a few years ago of an impending wave of U.S.-style activist activity in Europe were equally overstated. In contrast to the rapid rise of activism in the United States, the level of activism in France … Continued

Editors’ Note: Alain Maillot and Bertrand Cardi are partners of Darrois Villey Maillot Brochier and members of XBMA’s Legal Roundtable.  Bertrand Cardi, Benjamin Burman and Forrest Alogna, partners of Darrois Villey Maillot Brochier, authored the following article with the assistance of associate Damien Catoir.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q2 grew 25% over Q1 and exceeded US$900 billion, resulting in the second busiest first half of the year since 2010, albeit considerably slower than the recent highs of 2015. Although Europe was well represented in the largest deals, as the only non-U.S. target region represented in the top … 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 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 – NDRC Will Deregulate Outbound Investment Review and Relax Sensitive Project Review

Highlights NDRC launches Draft for Comment for Order 9, which proposes further relaxation measures on PRC outbound investment. The controversial “road-pass” requirement might be alleviated. Approval procedure and application documents for the approval of Sensitive Projects may be simplified. Main Article Chinese National Development and Reform Commission (“NDRC“) launches Draft for Comment of Measures for … Continued

Editor's Note: Contributed by Ms. Fang He, a partner at JunHe and a member of XBMA's Legal Roundtable. Ms. He has broad experience in cross-border M&A, private equity, trust and assets management. This article was authored by Ms. Fang He and Ms. Runze Li. Ms. Li is an associate at JunHe.

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ARGENTINE UPDATE – Trends and Developments in Argentine M&A

Highlights:  On December 10, 2015, Mauricio Macri was elected president ending 12 years of Peronist Kirchner rule. The new government implemented a set of regulations purported to eliminate certain foreign exchange restrictions and soften others, reactivate the economy, and allow the possibility of accessing the foreign financial market for genuine financing.  As part of the … Continued

Santiago Carregal is a partner at Marval, O' Farrell & Mairal and a member of XBMA’s Legal Roundtable.  In addition to handling many of the most significant cross-border M&A transactions in Argentina, he is widely recognized for his expertise in Argentine commercial, banking and capital markets transactions. He serves as a professor of post-graduate studies in banking and finance at Universidad de Buenos Aires, Universidad Austral and Universidad Católica Argentina.

Fernando J. Pino Ceverino is an associate at Marvel, O'Farrell & Mairal and co-author of this article.  Mr. Cerverino's practice focuses on M&As, private equity, capital markets, and banking and finance.

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