Legal Regimes

DANISH UPDATE – New Rules On Gender Quotas In Boards Of Directors

Highlights: Due to a just adopted amendment of the Danish Companies Act, the Danish Financial Statements Act and the Danish Act on Gender Equality, the approximately 1,100 largest Danish companies will be obligated to set up targets for the quota of the underrepresented gender in the supreme governing body. The Companies affected are ordered to … Continued

Editor’s Note: Nicolai Hesgaard is a partner of Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark where he is Head of Employment and Data Privacy. Nicolai is a highly regarded specialist and advises Danish and multinational corporations and financial institutions on employment and data privacy law issues. This article was co-authored by Pernille Nørkær, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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INDIA UPDATE – Significant Changes Proposed by India’s Competition Bill Amendment, 2012

Highlights:  The Competition Amendment Bill, 2012 (‘Bill’) has been introduced in the lower house of the Indian Parliament and if passed, will bring significant changes to Indian competition law. Most significant is the introduction of the concept of ‘joint dominance’ under Section 4 of the Competition Act, 2002, providing for an enabling provision which will … Continued

Editors’ Note:  This third edition of the India Board Report is contributed by Zia Mody, founding partner of AZB & Partners and a member of XBMA’s Legal Roundtable.  Ms. Mody has led many of India’s most significant corporate transactions, been recognized by Business Today as one of the Most Powerful Women in Indian Business and received the Economic Times Award for Corporate Excellence as Businesswoman of the Year (2010).

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Australian Update – Foreign Investment in Agriculture

Highlights: The Australian government is planning to introduce a foreign ownership register for agricultural land to provide the community with better information about foreign agricultural landholdings. The government has also published guidance as to factors that it will consider when assessing foreign investment applications involving Australian agriculture. Main Article: Background Foreign investment in the Australian … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable, and Linda Sweeney, solicitor. Mr. Podzebenko and Ms. Sweeney are members of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape.

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INDIAN UPDATE – International Merger Control Regimes – It’s Time to Re-examine the Merger Control Regimes of India and other Emerging Economies

Highlights: Mr. Vasani argues that competition regulators around the globe should re-examine the  pre-merger clearance process currently being practiced.  He argues that competition regulators worldwide need to have solid empirical evidence to suggest that the existing review process really ensures healthy market competition and even if it does, whether it yields results to the consumers … Continued

Editors’ Note:  The following thought provoking address was presented by Mr. Bharat Vasani at a recent conference on Competition Law.   Mr. Vasani is the general counsel and a key member of the senior management team of the Tata Group, India’s largest conglomerate and a fast-growing force in global M&A.  Mr. Vasani is recognized as one of India’s leading experts on mergers and acquisitions (both domestic within India and cross-border), corporate restructuring, JVs, foreign collaborations, divestments, and  other legal and regulatory issues involved in cross-border deals, having led many of the most important Indian domestic and outbound M&A transactions over the last decade.  In addition to his responsibilities as Tata’s general counsel, Mr. Vasani serves on the boards of Rallis India, Tata Sky, Tata Capital Markets, Tata Motors Finance and Tata Securities.

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PANAMA UPDATE – Legislation Creates Incentives for Multinationals to Establish Headquarters in Panama

Executive Summary: The MHQ laws create a comprehensive scheme for multinational corporations seeking to establish a global or regional headquarter in Panama.  Multinational corporations are now opting to setup operations in Panama as a staging point for pursuing their pan-LatAm strategies (Panama playing a similar role to Singapore and Hong Kong in the Asian market). … 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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Danish Update – Specifics of the Danish Takeover Regime

Highlights: While the Danish takeover regime is based on the EU Takeover Directive, it includes regulation specific to Denmark which should be considered prior to making investments in Danish companies with shares listed on a regulated market. The Danish rules are specific on main areas such as in terms of what constitutes a controlling influence, … Continued

Editors’ Note: Klaus Søgaard is a partner of Gorrissen Federspiel in Denmark.  Klaus Søgaard advises a broad range of Danish and foreign companies, primarily on transfer of undertakings, structured sales processes, public takeover bids on listed companies, mergers and demergers of listed companies and initial public offerings and rights issues.  This paper was co-authored by Mikael Philip Schmidt who is an associate of Gorrissen Federspiel.

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GLOBAL UPDATE – Cherry Picking in Cross-Border Acquisitions

Highlights: This paper attempts to explain the tendency of foreign acquirers to choose better performing firms in emerging markets, which limits underperforming firms’ access to foreign capital. Using a simple law and finance model, the authors offer an explanation based on emerging countries’ weaker investor protection compared to acquirers’ home countries, predicting a positive relation … Continued

Editors’ Note:   This paper was contributed by E. Han Kim, Professor of Finance at the University of Michigan, Stephen M. Ross School of Business, and co-authored by Yao Lu of Tsinghua University, School of Economics & Management.

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CHINESE/AUSTRALIAN UPDATE – China-Australia Currency Agreement and RMB Internationalisation

Executive Summary:  Recently, as part of its foreign exchange reforms, the People’s Bank of China signed a bilateral currency swap agreement with the Reserve Bank of Australia.  This report discusses the currency swap agreement and the introduction of PRC laws relating to the internationalisation of the RMB. MAIN ARTICLE Background The currency swap agreement Major … Continued

Editors’ Note:  This report was authored by David Wenger, Partner, Senior Associate Wayne Wang and PRC Consultant Scarlet Feng of Allens.  It was contributed by Ewen Crouch, Chairman of Partners at Allens and a member of XBMA’s Legal Roundtable. Mr. Crouch is one of Australia's leading M&A lawyers, having acted in recent years on some of the country's most significant transactions.

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BRAZILIAN UPDATE – Changes to the Brazilian Merger Control System

MAIN ARTICLE I.  Introduction Law No. 12,529/2011 (the “New Antitrust Law”) has come into force on May 29, 2012.  Several regulations were issued by the Administrative Council for Economic Defense (“CADE”), as well as by the Ministries of Justice and Finance in the last couple of days, bringing significant changes to the Brazilian merger control … Continued

Editors’ Note:  This paper was authored by Tito Amaral de Andrade, partner of Machado, Meyer, Sendacz e Opice Advogados, one of Brazil’s most respected corporate law firms with extensive experience in Brazilian M&A and antitrust matters.

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RUSSIAN UPDATE – The Civil Code: New Risks and New Opportunities

Executive Summary: On 27 April 2012, a significant law was passed amending the Civil Code of the Russian Federation.  The changes to the Russian Civil Code proposes to introduce new institutions and rules of the civil legislation and to amend, supplement and otherwise update many existing laws.  The attached memorandum summarizes some of the most … Continued

Editors’ Note:  This paper was co-authored by Goltsblat BLP (the Russian practice of Berwin Leighton Paisner) partners Andrey Goltsblat, Alexander Smirnov, Anton Sitnikov, Anton Rogoza, Maksim Popov, Oleg Khokhlov and Elena Trusova.  Mr. Smirnov is Head of Commercial Practice, Mr. Sitnikov is Head of Corporate M&A, Mr. Rogoza is an expert in Corporate M&A, Mr. Popov is an expert in Real Estate and Construction, Mr. Khokhlov is an expert in Banking and Finance Practice, and Ms. Trusova is an expert in IP and Dispute Resolution.

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