Issues

CHINESE UPDATE – The Draft Foreign Investment Law and Its Impact on VIEs

Executive Summary: China’s Ministry of Commerce released for comment major legislation, the draft Foreign Investment Law, to overhaul the regulation of foreign direct investment.  The article below discusses how these major changes could impacting foreign investment enterprises and variable interest entities. MAIN ARTICLE The best way to understand the draft Foreign Investment Law (“Draft”), circulated by … Continued

Editors’ Note:  Contributed and authored by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China.

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U.S. UPDATE – 2015 Checklist for Successful Acquisitions in the U.S.

Highlights: M&A was robust in 2014, hitting several noteworthy post-crisis high-water marks: total global volume reached US$3.5 trillion, cross-border volume reached US$1.3 trillion (37% of the total) and cross-border M&A involving U.S. companies reached US$770 billion (45% of which was incoming). We expect current trends to continue in 2015, driven, in several key regions, by … 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, Eric M. Rosof, Joshua M. Holmes, T. Eiko Stange, Gordon S. Moodie, Raaj Narayan and Francis J. Stapleton.

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CANADIAN UPDATE – Governance Insights 2014

Executive Summary: We are pleased to share with you Davies Governance Insights 2014, the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards, we note that the gender profile of boards reveals a modest increase in female representation, as well … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.

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AUSTRALIAN UPDATE: Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2014

Highlights The Australian public M&A market has seen a resurgence in deal activity over the 12 months to 30 June 2014. The resurgence has been particularly strong in large transactions. FY2014 also saw an increase in competitive bid scenarios. Overall, success rates for transactions remained relatively steady at 64% in FY2014, up from 63% in … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable.  Mr. Podzebenko is a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape. This paper was based on research conducted by Simon Reed, Partner, and Panashi Devchand, Solicitor, at Herbert Smith Freehills.

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GLOBAL UPDATE – The Global Market for Corporate Control – 2014

Main Article: The Global Market for Corporate Control – 2014

Editors’ Note:  The following slides were presented by Richard Campbell-Breeden of Goldman Sachs at XBMA’s symposium in Shanghai on October 23, 2014.

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U.S. UPDATE: Morrison at Four: A Survey of Its Impact on Securities Litigation

Main Article: The U.S. Chamber Institute for Legal Reform recently published an essay, as part of a report on the litigation of foreign disputes in the U.S. federal courts, detailing the extraordinary impact that the Supreme Court’s landmark decision in Morrison v. National Australia Bank has had on transnational securities litigation. After describing how Morrison … Continued

Editor’s Note:  This article was authored by George T. Conway III of Wachtell, Lipton, Rosen & Katz.

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IRISH UPDATE – New legal regime for Irish companies due in 2015

 Highlights:  New legislation, the Companies Bill 2012 due to become law in early 2015 will consolidate Irish company law into one comprehensive piece of legislation. The new company law regime will offer practical benefits and greater flexibility for Irish companies ranging from allowing companies to be incorporated more efficiently to radical reforms such as the … Continued

Editor’s Note:  Brian O’Gorman specialises in corporate finance with a particular emphasis on mergers and acquisitions, public takeovers, equity capital markets and private equity.  Suzanne Kearney, professional support lawyer at Arthur Cox, contributed to this article.

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CHINESE UPDATE – China’s Ministry of Commerce Promulgates Revised Measures for Overseas Investment Management

Executive Summary: A series of new regulations have gradually deregulate the approval process for Chinese overseas investment since the beginning of 2014. On September 6, 2014, China’s Ministry of Commerce released revised regulations that narrow the scope of types of foreign investment that need to be verified and approved, establish the management mode of “adopting … Continued

Editors’ Note: Contributed by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China. Authored by Alex Hao, a resident partner at Jun He's New York office. Mr. Hao has significant experience in corporate, M&A, finance and FDI matters involving China.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2014

Executive Summary/Highlights: Global M&A volume in Q3 was US$888 billion, marking the second strongest quarter since 2008, exceeded only by Q2 2014. If deal volume continues at this level, global M&A activity for 2014 would exceed US$3.5 trillion, the highest annual volume since 2007. Deal volume for the first three quarters of 2014 has surged … 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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EU UPDATE – Jumping the Gun: Marine Harvest Fined and Electrabel Appeal Rejected

Executive Summary:   The European Commission has fined Marine Harvest, a Norwegian seafood company and salmon processor, €20 million for acquiring Morpol without prior clearance and not long before, the Court of Justice rejected an appeal against a General Court judgment which upheld a fine imposed, also €20 million, on Electrabel for its acquisition of Compagnie … 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. Authored by Ingrid Lauwers and Nele Dhondt of Slaughter and May.

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