Issues

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

Executive Summary:  So far this year, about  70% of Australian announced listed company deals over $100m have involved foreign bidders.  Foreigners making bids in Australia include principally acquirors from the US, UK, Canada and China. With the Asian demand for resources and agribusiness companies, Chinese and Indian bids are expected to increase. The large number … Continued

Executive Summary/Highlights: Austrian M&A during Q1 through Q3 2011 was largely driven by (1) consolidation involving intra group restructurings with disposals and exits, and (2) transactions triggered by insolvency. Consolidation of the Austrian banking sector remained a key driver for transactional activity. New 2011 law implemented Regulation 2009/109 EC, providing among other things for lesser … Continued

Executive summary The increase in M&A activity inPolandhas been accompanied by growing emphasis on the evaluation of “concentrations” under Polish competition law. In recent years, increasing numbers of concentrations have been blocked or given only conditional clearance. In light of the Polish “Competition policy for 2011–2013”, a policy specifying the plans of the Polish competition … Continued

Executive Summary/Highlights: The UK Bribery Act 2010 has far reaching territorial application and can even apply to Russian companies. Affected companies must now have in place adequate internal anti-bribery procedures and ensure the same compliance of any of its associated persons. Strong contractual protections may prove necessary to limit exposure to prosecution under the Act. … Continued

Executive Summary/Highlights: The recently amended Korean Commercial Code (“KCC”), which will become effective April 15, 2012, includes an array of provisions that aim for more flexibility and transparency in corporate management, such as by introducing new forms of business entities and diverse types of stock, relaxing restrictions on dividend payments, and prohibiting the appropriation of … Continued