Issues

CHINESE UPDATE – China Publishes New Industry Catalogue for Foreign Investment

Highlights: The new Foreign Investment Industrial Guidance Catalogue encourages foreign investment in more areas by removing several restrictions and adding several encouraged industries.  Caps on foreign equity are lifted in some industries. The New Catalogue promotes investment in energy-saving, environmental protection, new-generation information technology, biology, high-end equipment manufacturing, new energy, new materials, and new energy … 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 Ms. Huiqing Qu of Jun He Law Offices.  Ms. Qu has more than 10 years of experience practicing PRC law, specialized in FDI, M&A and IPOs.  Ms. Zhou Tian, an associate at Jun He, helped translate this document.

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IRISH UPDATE – Trends and Prospects in Irish M&A Activity

Highlights:  M&A activity in Ireland has been affected by global and national economic difficulties experienced over the past three years, but Ireland’s M&A activity has recovered from the historic lows experienced in 2009.  This recovery looks set to gather pace in 2012. Much of Ireland’s M&A activity during 2011 was driven by the restructuring of … Continued

Editor’s note:  This paper was contributed by Brian O’Gorman, managing partner of Arthur Cox and a member of the XBMA Legal Roundtable (Ireland). This article was co-authored by Maura McLaughlin and Caroline Connolly of Arthur Cox.  Brian, Maura and Caroline each specialise in corporate law, with a particular emphasis on corporate finance, takeovers and mergers & acquisitions.

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ITALIAN UPDATE – Italian Stock Exchange Commission Enforces Tender Offer Rules

Highlights For the first time, the Italian Stock Exchange Commission applied a law of 2007 that enables it to order the launch of a tender offer, or impose a fine, for breach or circumvention of the mandatory tender offer rules. Previously the sanctions, which proved ineffective, consisted of a fine, the freezing of voting rights, … Continued

Editors’ Note:  Alberto Saravalle is Managing Partner of Bonelli Erede Pappalardo and a member of XBMA’s Legal Roundtable.  Professor Saravalle is one of Italy’s leading practitioners in corporate law, capital markets, and M&A.

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DUTCH UPDATE – Dutch Court Assumes International Jurisdiction and Declares An International Collective Settlement Binding

Highlights:  The Netherlands has become an attractive venue for settling international mass claims, irrespective of whether any litigation has taken place in the Netherlands. The Netherlands is the only European jurisdiction offering a procedure to declare a collective settlement binding on all class members on an “opt out” basis. Recently, the Amsterdam Court of Appeal … Continued

Editors’ Note: Kees Peijster and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  As leading Dutch M&A lawyers, they have broad expertise handling significant cross-border transactions involving China and the Netherlands.  The authors are Ruud Hermans, head of De Brauw´s corporate litigation, and Jan Tjeenk, partner in financial markets and corporate litigation.

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CANADIAN UPDATE – Is the Price Right? Increased Regulatory Scrutiny and Class Actions for Representations Involving Price

Highlights:  Businesses operating in Canada should be aware of a recent trend towards greater regulation and enforcement action surrounding pricing representations where additional costs are not clearly disclosed up front. The federal government’s planned regulation of airline advertising, the Competition Bureau’s recent aggressive enforcement initiatives regarding price representations as well recent class actions involving pricing … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  The authors of this update are Anita Banicevic, a partner and expert in Davies Ward’s Competition & Foreign Investment Review practice, David Stolow, a partner in the corporate/commercial litigation practice who has been involved numerous precedent setting cases before the Supreme Court of Canada, and Erika Douglas, an associate in Davies Ward’s Competition & Foreign Investment Review practice.

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SINGAPOREAN UPDATE – Proposed Changes to the Singapore Code on Takeovers and Mergers

Highlights: Changes have been proposed to the Singapore Code on Take-overs and Mergers (“Code”). The main changes include updating the language of the Code to incorporate current practices on the takeover of real estate investment trusts and business trusts, setting out when collective shareholder action amounts to acting in concert, and dealing with joint offers … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable. It was authored by Andrew Ang, Deputy Head of WongPartnership’s Corporate/Mergers & Acquisitions Practice. Ms. Eng and Mr. Ang are leading experts in both domestic and cross-border M&A in Singapore and other jurisdictions in Southeast Asia.

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MEXICAN UPDATE – Public Private Partnerships Act

Highlights:  On January 16, 2012, the Public Private Partnerships Act (“PPP Act”) was published and amendments were made to several related laws (the Law of Acquisitions, Law of Public Works, Expropriation Law, and National Assets Law) with the intention to consolidate a market practice that has been carried out without a clear legal framework. The … Continued

Editors’ Note:   Contributed by Manuel Galicia Romero, a founding partner of Galicia Abogados and a member of XBMA’s Legal Roundtable. Mr. Galicia, who was involved in the negotiation of the North American Free Trade Agreement (NAFTA), is a leading expert in international transactions in Mexico. Authored by Juan Pablo Cervantes, a member of Galicia Abogados and an international business lawyer actively involved in the promotion of trade and investment between Mexico and numerous countries, particularly from Asia.

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UK UPDATE – Challenges And Opportunities Of The Increasingly Regulated World: The View From London

Executive summary:  The linked memorandum identifies the issues facing financial institutions that do not have sufficiently positive and proactive relationships with their regulators to influence the ways in which new regulatory principles and rules will be applied to them, explains how some of the traditional responses of financial institutions to regulatory change are now outdated, … 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.  The paper was authored Slaughter & May partners Ruth Fox, Jan Putnis and Ben Kingsley.  Ms. Fox heads the Financial Regulation Group, which she was instrumental in establishing.  Her practice covers a wide range of commercial transactions.  Mr. Putnis’ practice focuses on financial regulation, with particular emphasis on corporate and commercial transactions. Mr. Kingsley advises a broad range of financial institutions and non-financial firms on regulatory matters.

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BRAZILIAN UPDATE – Debenture financing for infrastructure projects, R&D and innovation – Reduced income tax

Highlights:  New legislation reduces the income tax applicable to income from debentures issued by special purpose companies (SPCs) incorporated to carry out infrastructure investment projects or projects for intensive economic production in research, development and innovation that are deemed “priorities” by the federal government. Legal entities domiciled in Brazil are subject to a 15% tax … Continued

Editor’s Note:  This update comes from Francisco Antunes Maciel Müssnich (founding partner) from Barbosa, Müssnich & Aragão Advogados.  Francisco Müssnich is a member of XBMA’s Legal Roundtable, and a leading expert on Brazilian corporate and M&A matters.  This paper was jointly authored by the firm’s Capital Markets and Tax teams.

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RUSSIAN UPDATE – Changes to the Rules Governing Foreign Investment in Russian Strategic Companies

Highlights:  New amendments to the Federal Law on Foreign Investment in the Russian Federation and the Federal Law on Foreign Investment in Companies of Strategic Importance for National Defence and Security generally improve the environment for foreign investments in Russian strategic companies. Transactions involving international financial institutions set up in accordance with international treaties of … Continued

Editors’ Note:  This paper was submitted by Andrey Goltsblat and co-authored by Goltsblat BLP partner Anton Sitnikov and head of group Evgeny Danilov. Mr. Goltsblat is a member of the XBMA Legal Roundtable and a leading expert on Russian M&A, having completed more than US$25 billion of transactions in the last two years. Anton Sitnikov heads up the corporate practice of Goltsblat BLP, with expertise in M&A, private equity, capital markets, restructuring, and complex cross-border transactions with particular focus on the oil and gas sector, mining, the food industry, the services sector, banking & finance, telecoms, industrial manufacturing, and various other sectors.

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