Executive summary: The linked memorandum is a general guide to takeovers of UK incorporated and listed companies subject to The City Code on Takeovers and Mergers. It first describes the UK bodies which regulate takeovers of such companies and then summarizes the more important legislation and rules under which they do so. Click here to … Continued
Executive Summary/Highlights: Under Polish law, which implements Directive 2005/56/WE of the European Parliament and Council dated 26 October 2005, employee participation in the bodies of an acquiring or newly founded company created through a cross-border merger can follow one of two models: first, employees may be granted the right to select a certain number of … Continued
Executive Summary/Highlights: Under China State Council’s recent Notice, the National Security Review regime will only apply to foreign domestic deals where (a) the target domestic business is involved in a business that concerns national defense security; or; (b) the target domestic business is involved in a business that concerns national economic security, and the foreign … Continued
KEY POINTS: Despite Argentina’s high inflation and a lack of certain structural reforms, there has been an increase in the M&A activity in the country during 2011. This increase has mainly been driven by strategic investors and to a lesser degree by venture capital and private equity funds attracted by Argentina’s GDP robust growth and … Continued
Executive Summary: New share- and instrument holding disclosure rules concerning German listed companies go into force on 1 February 2012. The new rules particularly intend to prevent secret stakebuilding in listed companies. The new rules are likely to have a significant impact on public takeovers. The rules may also apply, under particular circumstances, to non-German companies … Continued
Executive Summary/Highlights: MOFCOM conditionally cleared the acquisition of Savio Macchine Tessili S.p.A ofItaly by Alpha Private Equity Fund V, a European private equity firm, subject to certain disposition conditions. This is the first conditional decision relating to a private equity investor that grants conditional approval. Historically, PE firms have believed that their transactions were very … Continued
Executive Summary/Highlights: The Brazilian House of Representatives has approved a bill that substantially changes merger review procedures and antitrust investigations in Brazil. The new law is subject to Presidential approval and will likely become effective in mid-2012. The new law creates a pre-merger review system (clearance will be a condition precedent to closing) and changes … Continued
Executive Summary/Highlights: Mexico’s Retirement System National Commission recently enacted new legislation designed to facilitate the outsourcing of investment management of Mexican pension funds. One of the main goals of the new legislation is to create a competitive market that is open to international asset managers. The new legislation permits SIEFORES and their authorized Agents to … Continued
Executive Summary/Highlights: Japanese legal hurdles to cross-border exchange offers or triangular mergers have deterred Japanese acquirers from using their stock in cross-border acquisitions. A recent amendment to the Law on Special Measures for Industrial Revitalization and Innovation, which took effect on July 1, 2011, introduces a new path to facilitate exchange offers by Japanese firms … Continued
Executive Summary/Highlights: New laws provide indigenous people consultation right with respect to investment in Peruvian natural resources, but not the veto investors feared; however, they could delay projects while regulations are worked out, New mining “windfall profit tax” expected by the Peruvian Government to raise the total tax and mandatory profit sharing costs in the … Continued
