Issues

CANADIAN UPDATE – Governance Insights 2013

Executive Summary: This third annual edition of Governance Insights presents Davies’ analysis of the corporate governance practices of Canadian public companies over the course of 2013 and the trends and issues that influenced and shaped them. We expect 2014 to be an active year for governance themes with greater calls for diversity on boards, a … 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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CHINESE UPDATE – People’s Bank of China Announced Financial Support Polices on Shanghai Pilot Free Trade Zone

Highlights: On December 2, 2013, the People’s Bank of China (“PBOC”) released its Opinions on the Financial Support of the Development of the China (Shanghai) Pilot Free Trade Zone (the “FTZ”) (the “Opinions”).  The Opinions committed to the promotion of reforms and pilots in the FTZ in the sectors of cross-border RMB usage, RMB capital … 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 Natasha Xie (Xie, Qing), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Ms. Xie is a partner at Jun He, specialized in banking and finance, foreign direct investment and M&A.

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AUSTRALIAN UPDATE: FIRB Provides Welcome Clarity For A-REITs

Highlights: There has been increasing uncertainty about the circumstances in which foreign investors in A-REITs need to notify their investment to FIRB and seek the Treasurer’s approval. To address this, FIRB has published a press release providing a safe harbour for foreign investors and issuers in which acquisitions of units in listed and other public … Continued

Editors’ Note:This report was written and contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable and a member of Herbert Smith Freehills’ Corporate Group.

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SPANISH UPDATE – Foreign Investment in Spain

Executive Summary: Although Spain’s current microeconomic situation is still critical, the macroeconomic framework is more stable; it appears that Spain is once again becoming regarded as a safe jurisdiction for investors.  This stability, together with a steep fall in valuations, is reinvigorating the market, and investors have begun looking at future investment opportunities.  This article, … Continued

Editors’ Note: This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable. As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in corporate, banking, finance and securities transactions at the top end of the market.  The authors of this paper are Edurne Navarro, partner in charge of Uría Menéndez’s Brussels office and Alfonso Ventoso, partner in Uría Menéndez’s Madrid office.

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HUNGARIAN UPDATE – Easing Administrative Burden on Companies Filing for Merger Clearance?

Executive Summary:  The Hungarian Competition Authority (“GVH”) amended the documents – including the merger filing form – related to merger control proceedings in the summer of 2013, with the declared aim of further decreasing the administrative burdens placed on market players. Further to the amendments of the merger documents, amendments to Hungary’s Competition Act (“CA”) … 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.  This article is written by Anna Turi of Schönherr, Budapest.

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SOUTH AFRICAN UPDATE – Public Interest a Key Factor in Merger Analysis

Executive Summary:  Recently, public interest considerations (with particular reference to employment) in merger proceedings have become a focus area such that it is now common practice that the competition authorities are required to consider the effect which a proposed transaction will have on (i) a particular industrial sector or region, (ii) employment, (iii) the ability … Continued

Editors’ Note: This article was contributed by Michael Katz, chairman and senior partner of Edward Nathan Sonnenbergs and a member of XBMA’s Legal Roundtable. It was authored by Edward Nathan Sonnenbergs director Ryan Goodman and associates Tebogo Hlafane and Kirsty van den Bergh.

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JAPANESE UPDATE – Letters Of Intent In Japanese M&A Transactions

Highlights: A letter of intent is especially helpful in a cross-border transaction to memorialize the basic terms of a proposed deal when differences in culture, deal structuring techniques, due diligence styles, and documentation standards can add layers of challenge. Typical provisions in a letter of intent are discussed below. The default rule under Japanese law … Continued

Editors’ Note: Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. This paper was co-authored Stephen D. Bohrer, Foreign Law Partner, and Daisuke Morimoto, Partner, of Nishimura & Asahi. As one of Japan's leading M&A practitioners, Masakazu Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD Corporation, Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor at Hitotsubashi University Graduate School of International Corporate Strategy and is a Visiting Professor of Law at Harvard Law School in the 2013-2014 academic year.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2013

Executive Summary/Highlights: Deal activity was relatively strong in Q3, with global M&A volume of US$717 billion, marking the second strongest quarter of the past two calendar years. Strong Q3 performance was driven in part by Verizon’s $130 billion acquisition of Vodafone’s 45% interest in Verizon Wireless, the third largest deal in history.  Excluding Verizon/Vodafone, Q3 … 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 – European Union and Singapore Initial Free Trade Agreement

Highlights: The establishment of a free trade area between the EU and Singapore is expected to have significant benefits for Singapore and EU companies. Annual EU exports to Singapore could rise by EUR 1.4 billion over 10 years and annual exports by Singapore companies (including EU companies based in Singapore) could rise by EUR 3.5 … Continued

Editors’ Note: Geert Potjewijd is a partner at De Brauw Blackstone Westbroek, resident in Beijing, and a member of XBMA’s Legal Roundtable. This paper was authored by Dieter Wolff and Jaap de Keijzer, both partners at De Brauw Blackstone Westbroek. De Brauw Blackstone Westbroek is a leading Dutch law firm with broad expertise in M&A and governance matters.

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CHINESE UPDATE – Shanghai Free Trade Zone – Still Much to Expect

Highlights:  The highly anticipated China (Shanghai) Pilot Free Trade Zone (the “Zone”) was officially launched on September 27, 2013, followed by a flurry of implementing rules and measures.  The central government of China expects the Zone to be the country’s testing ground for groundbreaking economic reforms to be extended nationwide in the future.  The most … 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 Daniel He (He, Kan), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Mr. He is a partner at Jun He, specialized in mergers and acquisitions, foreign direct investment, general corporate law, and regulatory compliance.

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