Issues

DANISH UPDATE – New Rules On Gender Quotas In Boards Of Directors

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

Editor’s Note: Nicolai Hesgaard is a partner of Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark where he is Head of Employment and Data Privacy. Nicolai is a highly regarded specialist and advises Danish and multinational corporations and financial institutions on employment and data privacy law issues. This article was co-authored by Pernille Nørkær, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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INDIA UPDATE – Significant Changes Proposed by India’s Competition Bill Amendment, 2012

Highlights:  The Competition Amendment Bill, 2012 (‘Bill’) has been introduced in the lower house of the Indian Parliament and if passed, will bring significant changes to Indian competition law. Most significant is the introduction of the concept of ‘joint dominance’ under Section 4 of the Competition Act, 2002, providing for an enabling provision which will … Continued

Editors’ Note:  This third edition of the India Board Report is contributed by Zia Mody, founding partner of AZB & Partners and a member of XBMA’s Legal Roundtable.  Ms. Mody has led many of India’s most significant corporate transactions, been recognized by Business Today as one of the Most Powerful Women in Indian Business and received the Economic Times Award for Corporate Excellence as Businesswoman of the Year (2010).

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

Highlights: More than 40% of global M&A in 2012 involved acquirors and targets in different countries, including $170 billion of acquisitions in the U.S. by non-U.S. acquirors.  Given the continuing accumulation of U.S. Dollars in emerging economies, many expect the trend to continue as Dollars are re-invested in the U.S.  Natural resources will continue to … Continued

Editors’ Note:  This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their partners at Wachtell Lipton: David A. Katz, Scott K. Charles, Ilene Knable Gotts, Andrew J. Nussbaum, Joshua R. Cammaker, Eric M. Rosof, Joshua M. Holmes and T. Eiko Stange.

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Australian Update – Foreign Investment in Agriculture

Highlights: The Australian government is planning to introduce a foreign ownership register for agricultural land to provide the community with better information about foreign agricultural landholdings. The government has also published guidance as to factors that it will consider when assessing foreign investment applications involving Australian agriculture. Main Article: Background Foreign investment in the Australian … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable, and Linda Sweeney, solicitor. Mr. Podzebenko and Ms. Sweeney are members of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape.

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INDIAN UPDATE – International Merger Control Regimes – It’s Time to Re-examine the Merger Control Regimes of India and other Emerging Economies

Highlights: Mr. Vasani argues that competition regulators around the globe should re-examine the  pre-merger clearance process currently being practiced.  He argues that competition regulators worldwide need to have solid empirical evidence to suggest that the existing review process really ensures healthy market competition and even if it does, whether it yields results to the consumers … Continued

Editors’ Note:  The following thought provoking address was presented by Mr. Bharat Vasani at a recent conference on Competition Law.   Mr. Vasani is the general counsel and a key member of the senior management team of the Tata Group, India’s largest conglomerate and a fast-growing force in global M&A.  Mr. Vasani is recognized as one of India’s leading experts on mergers and acquisitions (both domestic within India and cross-border), corporate restructuring, JVs, foreign collaborations, divestments, and  other legal and regulatory issues involved in cross-border deals, having led many of the most important Indian domestic and outbound M&A transactions over the last decade.  In addition to his responsibilities as Tata’s general counsel, Mr. Vasani serves on the boards of Rallis India, Tata Sky, Tata Capital Markets, Tata Motors Finance and Tata Securities.

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UK UPDATE – Tax Issues on Cross-Border Acquisitions

Executive Summary: In cross-border acquisitions, more than one country’s tax rules will apply.  English law is frequently chosen to govern such transactions.  This article highlights a number of the main tax issues arising in cross-border share and asset purchases, and discusses how some of these issues can be eliminated or mitigated through efficient structuring or … 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.  This article was authored by Slaughter and May tax partner Gareth Miles and associate Tom Jarvis.

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CANADIAN UPDATE – Governance Insights 2012

Executive Summary: In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead.  The dominant theme is the shareholder.  Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the … 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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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2012

Executive Summary/Highlights: Global M&A volume in 2012 reached US$2.6 trillion, marking the third consecutive year of steady deal volume in the US$2.6 trillion per annum range. Uncertainty and other familiar constraints held back the M&A markets for the first three quarters of 2012, but deal volume surged in Q4 which, coupled with stabilizing markets, cash … Continued

Editors’ Note:  XBMA’s Review is published on a quarterly basis using consistent metrics and sources of data in order to facilitate a deeper understanding of trends and developments. We welcome feedback and suggestions for improving the Review or for interpreting the data.

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GLOBAL UPDATE – Why Chinese Firms’ Cross-Border Deals Fall Apart

Highlights: Chinese firms too often announce deals and are then unable to follow through.  According to a study (forthcoming) by Olga Hawn of Duke University, cross border deals involving Chinese companies are almost twice as likely to break down (15% of the time) as deals involving companies from other BRICS countries (8%) and three times … Continued

Editors’ Note: This article was contributed by Laurence Capron and Will Mitchell, coauthors of the book Build, Borrow, or Buy. Ms. Capron is the Paul Desmarais Chaired Professor of Strategy & Director of the M&As and Corporate Strategy Program at INSEAD. Mr. Mitchell holds the Anthony S. Fell Chair in New Technologies and Commercialization at the University of Toronto.

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PANAMA UPDATE – Legislation Creates Incentives for Multinationals to Establish Headquarters in Panama

Executive Summary: The MHQ laws create a comprehensive scheme for multinational corporations seeking to establish a global or regional headquarter in Panama.  Multinational corporations are now opting to setup operations in Panama as a staging point for pursuing their pan-LatAm strategies (Panama playing a similar role to Singapore and Hong Kong in the Asian market). … Continued

Editors’ Note: Carlos G. Cordero G. is a senior partner at Alemán, Cordero, Galindo & Lee and a member of XBMA’s Legal Roundtable.  Alemán, Cordero, Galindo & Lee Is one of Panama’s leading law firms in the offshore area as well as in representing large corporations doing business in Panama.  Mr. Cordero concentrates on Commercial Law, Banking and Administrative Law, with specialization in mergers and acquisitions, government contracts and commercial arbitration.

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