Legal Regimes

CANADIAN UPDATE – Shareholder Activism and Proxy Contests: Issues and Trends

Executive Summary: The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and continued deterioration … Continued

Editors’ Note:  This article was produced by partners Patricia L. Olasker, J. Alexander Moore and Jennifer F. Longhurst of Davies Ward Phillips & Vineberg LLP. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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FRENCH UPDATE – Activist Strategies and Defenses in France

Executive Summary: Sitting in France, reports of the decline of activism in Europe appear somewhat exaggerated, just as the predictions of a few years ago of an impending wave of U.S.-style activist activity in Europe were equally overstated. In contrast to the rapid rise of activism in the United States, the level of activism in France … Continued

Editors’ Note: Alain Maillot and Bertrand Cardi are partners of Darrois Villey Maillot Brochier and members of XBMA’s Legal Roundtable.  Bertrand Cardi, Benjamin Burman and Forrest Alogna, partners of Darrois Villey Maillot Brochier, authored the following article with the assistance of associate Damien Catoir.

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JAPANESE UPDATE – Mergers & Acquisitions 2016

Executive Summary:  Nishimura & Asahi has prepared a Q&A guide to public mergers and acquisitions law in Japan in The International Comparative Legal Guide to: Mergers & Acquisitions 2016.  The country-specific Q&A is an overview of current M&A legislation; the regulation of friendly and hostile bids; due diligence; stakebuilding; bidder and deal protection; defending hostile … Continued

Editors’ Note:  Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. As one of Japan's leading M&A practitioners, Mr. Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD, Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor of Law at Hitotsubashi University, Graduate School of International Corporate Strategy and was a Visiting Professor of Law at Harvard Law School in the 2007-2008 and 2013-2014 academic year. This update was produced by Mr. Iwakura and his associate Tomohiro Takagi.

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IRISH UPDATE – New legal regime for Irish companies due in 2015

 Highlights:  New legislation, the Companies Bill 2012 due to become law in early 2015 will consolidate Irish company law into one comprehensive piece of legislation. The new company law regime will offer practical benefits and greater flexibility for Irish companies ranging from allowing companies to be incorporated more efficiently to radical reforms such as the … Continued

Editor’s Note:  Brian O’Gorman specialises in corporate finance with a particular emphasis on mergers and acquisitions, public takeovers, equity capital markets and private equity.  Suzanne Kearney, professional support lawyer at Arthur Cox, contributed to this article.

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CANADIAN UPDATE: Bold Proposals Against Unsolicited Take-over Bids of Québec Businesses

Executive Summary:  Québec’s Task Force on the Protection of Québec Businesses has proposed that companies adopt new measures against unsolicited take-overs, including aggressive measures such as: a variable voting right which would be determined by the length of time a shareholder holds shares of a corporation, enabling boards of target companies to fully exercise their … Continued

Editors’ Note: This article 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. The authors of this article are Davies Ward Phllips & Vineberg LLP’s partners Franziska Ruf and Louis-Martin O'Neill and associate Nicolas Morin.

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PANAMA UPDATE: New Regime on Bearer Shares Effective in 2015

Executive Summary: The Panamanian government has engaged in an extensive period of consultations with local and foreign experts, practitioners, professionals and regulators, in a concerted effort to ensure that the jurisdiction continues to embody the highest international standards in terms of functionality and transparency (while preserving confidentiality). To that effect, the Panamanian legislature enacted Law … Continued

SPANISH UPDATE – New Opportunities For Foreign Investors In The Real Estate Sector

Highlights The newly-created Spanish “bad bank” (SAREB) has been transferred a EUR 50.8 billion pool of loans and real estate assets from Spanish credit entities that were totally or partially nationalized, as well as the legal mandate to liquidate the entire portfolio in 15 years. A legal framework has been enacted to facilitate the divestment … Continued

Editors’ Note: This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable.  As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in corporate, banking, finance and securities transactions at the top end of the market. This paper was authored by Uría Menéndez senior associates Pedro Ravina and Diego Montoya.

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CHINESE UPDATE – People’s Bank of China Announced Financial Support Polices on Shanghai Pilot Free Trade Zone

Highlights: On December 2, 2013, the People’s Bank of China (“PBOC”) released its Opinions on the Financial Support of the Development of the China (Shanghai) Pilot Free Trade Zone (the “FTZ”) (the “Opinions”).  The Opinions committed to the promotion of reforms and pilots in the FTZ in the sectors of cross-border RMB usage, RMB capital … 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 Natasha Xie (Xie, Qing), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Ms. Xie is a partner at Jun He, specialized in banking and finance, foreign direct investment and M&A.

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SPANISH UPDATE – Foreign Investment in Spain

Executive Summary: Although Spain’s current microeconomic situation is still critical, the macroeconomic framework is more stable; it appears that Spain is once again becoming regarded as a safe jurisdiction for investors.  This stability, together with a steep fall in valuations, is reinvigorating the market, and investors have begun looking at future investment opportunities.  This article, … Continued

Editors’ Note: This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable. As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in corporate, banking, finance and securities transactions at the top end of the market.  The authors of this paper are Edurne Navarro, partner in charge of Uría Menéndez’s Brussels office and Alfonso Ventoso, partner in Uría Menéndez’s Madrid office.

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EU Update – European Union and Singapore Initial Free Trade Agreement

Highlights: The establishment of a free trade area between the EU and Singapore is expected to have significant benefits for Singapore and EU companies. Annual EU exports to Singapore could rise by EUR 1.4 billion over 10 years and annual exports by Singapore companies (including EU companies based in Singapore) could rise by EUR 3.5 … Continued

Editors’ Note: Geert Potjewijd is a partner at De Brauw Blackstone Westbroek, resident in Beijing, and a member of XBMA’s Legal Roundtable. This paper was authored by Dieter Wolff and Jaap de Keijzer, both partners at De Brauw Blackstone Westbroek. De Brauw Blackstone Westbroek is a leading Dutch law firm with broad expertise in M&A and governance matters.

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