Topics covered include: Key Issues Requiring Directors’ Focus Purpose of Corporate Governance Corporate Governance Trends Director Duties and Risk Management Executive Compensation Board Structure Director Elections Takeover Defenses Shareholder Activism
Highlights: In January 2013, a supranational organization of 19 African States known as “COMESA” implemented a new and potentially burdensome merger notification regime affecting parties with assets or sales in eastern or southern Africa. Pre-merger notification is required for any merger where either the acquiror or the target operates in at least two COMESA member … Continued
Executive Summary/Highlights: Global M&A volume in Q1 was US$546 billion, up 10% from the same quarter last year but down from last year’s strong finish in the fourth quarter. Q1 saw a number of transformative transactions across the globe, including four transactions exceeding US$15 billion in value (Berkshire Hathaway/3G Capital – Heinz, Michael Dell/Silver Lake … Continued
Executive Summary: The authors report from the IBA European Regional Forum conference in Warsaw on a discussion among lawyers from throughout Central & Eastern Europe on the best ways to minimise common risks encountered in international transactional practice. Main Article: The expanded membership of the EU and the growing number of cross-border transactions in Europe … Continued
Executive Summary: The European Commission has proposed amendments to the notification forms that companies must complete to report mergers subject to antitrust review in the EU. If adopted, the proposed changes would reduce the amount of information merging parties must provide in transactions that are unlikely to raise competitive concerns. However, for many transactions, the … Continued
EXECUTIVE SUMMARY As of 1 January 2013 Austria tightened disclosure requirements for significant shareholdings in listed companies. The new rules are aimed at preventing secret stake-building in listed companies and target in particular stake-building by cash settled option arrangements and similar financial instruments. The Austrian Financial Market Authority interprets the rules broadly to include all … Continued
Highlights: The article below presents Gilbert + Tobin’s tips and forecasts for M&A in Australia in 2013. The key to successful M&A is simplicity and speed. Acquiring pre-bid stakes outright up front gives bidder a strong strategic advantage. Cash is preferable to scrip consideration. Avoid deal structures which will attract regulatory scrutiny and lengthy approval … Continued
Highlights: The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce. These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance. In recent years, the … Continued
Highlights: Recently, interim Commissioner of Competition John Pecman provided several insights into the direction of competition law enforcement under his leadership. Mr. Pecman emphasized his intention to incrementally increase the Bureau’s “strategic and targeted regulatory interventions” in Canada’s regulated sectors in order to advocate for the promotion of competition. To address the challenges faced by … Continued
Highlights: Due to a just adopted amendment of the Danish Companies Act, the Danish Financial Statements Act and the Danish Act on Gender Equality, the approximately 1,100 largest Danish companies will be obligated to set up targets for the quota of the underrepresented gender in the supreme governing body. The Companies affected are ordered to … Continued
