Legal Regimes

CHINESE UPDATE – Shanghai Free Trade Zone – Still Much to Expect

Highlights:  The highly anticipated China (Shanghai) Pilot Free Trade Zone (the “Zone”) was officially launched on September 27, 2013, followed by a flurry of implementing rules and measures.  The central government of China expects the Zone to be the country’s testing ground for groundbreaking economic reforms to be extended nationwide in the future.  The most … 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 Daniel He (He, Kan), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Mr. He is a partner at Jun He, specialized in mergers and acquisitions, foreign direct investment, general corporate law, and regulatory compliance.

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INDIAN UPDATE – COURT BASED RESTRUCTURINGS UNDER THE NEW COMPANIES ACT, 2013

Executive summary: This article briefly examines a few key changes made to the process for court based restructurings introduced by the Companies Act, 2013. Introduction The Companies Act, 2013 (“2013 Act”), having been approved by the Lok Sabha in 2012, was approved by the Rajya Sabha on August 8, 2013 and now only awaits Presidential … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co. Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India. This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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PANAMANIAN UPDATE – Regulating Corporate Spin-offs in Panama

Executive Summary:  From a commercial perspective, spin-offs can represent incredible opportunities for unlocking shareholder value.  As with any major undertaking, spin-offs require a tremendous amount of planning, and investors and management alike should rightfully strive to achieve predictable outcomes.  Fortunately, the Panamanian legislature has shed some additional light on this subject by recently enacting a … 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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INDIAN UPDATE – INDIA’S NEW COMPANY LAW – KEY CHANGES IN THE REGIME

Executive Summary:  The Companies Act, 2013 has been highly anticipated and will bring sweeping changes to the extant company law regime. This article covers a general overview of some of the key changes brought about by the 2013 Act.  Topics covered include: New and changed key concepts of control, a promoter, a subsidiary company, associate … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co.  Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India.  This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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INDIAN UPDATE – COMPANIES ACT, 2013 – IMPACTING M&A DEALS

Executive summary: The Companies Act, 2013 (“2013 Act”) was expected to simplify life for corporate India, strengthen corporate governance norms and make India an attractive and safe investment destination. Introduced with the objective of consolidating and amending the existing law applicable to companies, the 2013 Act contains 470 clauses as opposed to nearly 700 sections … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co. Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India. This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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RUSSIAN UPDATE – A Case Study Guide to M&A Transactions in Russia

Executive Summary:  Goltsblat BLP has published a Case Study Guide to M&A Transactions in Russia that covers the full M&A process in Russia, from the initial negotiations and heads of terms, right the way through to completion and post-completion matters. Some of the highlights include: Preparation for sale, negotiating the initial terms and forming the … Continued

Editors’ Note: Andrey Goltsblat is a managing partner of Goltsblat BLP and a member of XBMA’s Legal Roundtable.  Goltsblat BLP partners Ian Ivory and Anton Sitnikov authored a Case Study Guide to M&A Transactions in Russia, with Andrey Goltsblat as editor.

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GERMAN UPDATE – What Managers of Private Equity Funds should know about the new German Investment Law

Executive Summary New notification and disclosure requirements will apply to managers of private equity funds under the German AIFMD implementing legislation. Managers of private equity funds will also be subject to asset stripping restrictions regarding European target companies. The new rules will apply not only to German domiciled funds, but also to EU and non-EU … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  Hengeler Mueller partner Christian Schmies authored this article.  Hengeler Mueller is the leading German firm in the M&A and corporate arena.

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Czech Republic Update – Re-codification and Entrepreneurship

EXECUTIVE SUMMARY: Three new laws re-codifying Czech private law are set to change the country’s current legal order entirely. The current order will be abolished entirely and replaced with new laws. As one of the largest legal overhauls of the Czech Republic’s laws in recent decades, this development is indeed an admirable achievement. The article … Continued

Editors’ Note: Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable. He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.  This article is written by Mr. Miroslav Gejdoš of Schönherr, Prague.

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Polish Update – The Importance of Analyzing Legal Title to Shares in the Acquisition of Polish Companies

Executive summary Before the transaction, the buyer usually performs a legal examination of the company whose shares are to be traded (directly or indirectly, for example through the acquisition of shares in the parent company). When assessing the legal importance of examining the legal title to shares it should be kept in mind that in … Continued

Editor’s Note: This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable.  The co-authors of this article: Izabela Zielińska-Barłożek, co-head of the Mergers & Acquisitions Practice, and Jarosław Grykiel, PhD, specialize in Polish corporate law in cross-border transactions.

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AFRICAN UPDATE – New Multi-National COMESA Merger Notification Regime in Africa Requires Advance Planning for a Wide Range of International Merger Transactions

Highlights: In January 2013, a supranational organization of 19 African States known as “COMESA” implemented a new and potentially burdensome merger notification regime affecting parties with assets or sales in eastern or southern Africa. Pre-merger notification is required for any merger where either the acquiror or the target operates in at least two COMESA member … 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. Davies Ward partners John Bodrug, Jim Dinning and Hillel Rosen, experts in the firm’s Competition & Foreign Investment Review practice, co-authored this article.

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