M&A (General)

GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q2 grew 25% over Q1 and exceeded US$900 billion, resulting in the second busiest first half of the year since 2010, albeit considerably slower than the recent highs of 2015. Although Europe was well represented in the largest deals, as the only non-U.S. target region represented in the top … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the Review has utilized consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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ARGENTINE UPDATE – Trends and Developments in Argentine M&A

Highlights:  On December 10, 2015, Mauricio Macri was elected president ending 12 years of Peronist Kirchner rule. The new government implemented a set of regulations purported to eliminate certain foreign exchange restrictions and soften others, reactivate the economy, and allow the possibility of accessing the foreign financial market for genuine financing.  As part of the … Continued

Santiago Carregal is a partner at Marval, O' Farrell & Mairal and a member of XBMA’s Legal Roundtable.  In addition to handling many of the most significant cross-border M&A transactions in Argentina, he is widely recognized for his expertise in Argentine commercial, banking and capital markets transactions. He serves as a professor of post-graduate studies in banking and finance at Universidad de Buenos Aires, Universidad Austral and Universidad Católica Argentina.

Fernando J. Pino Ceverino is an associate at Marvel, O'Farrell & Mairal and co-author of this article.  Mr. Cerverino's practice focuses on M&As, private equity, capital markets, and banking and finance.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q1 exceeded US$700 billion, the second highest start to the year since 2011, but lower than the quarterly volume of the record-setting levels of 2015. Europe accounted for one quarter of Q1 deal activity, relative to a near-term historical average of only 15%. China was another strong performer in … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the Review has utilized consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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INDIAN UPDATE – Controlling ‘Control’ under Indian Takeover Regulations

Executive summary: The following article discusses recent developments around the definition and interpretation of the term ‘control’ under Indian Takeover Regulations and the impact it may have on investments in publicly listed entities in India, including the risk of classification of investment in a publicly listed entity as the acquisition of ‘control’ of such entity. … Continued

Editors’ Note: Cyril Shroff is the Managing Partner of Cyril Amarchand Mangaldas and a member of XBMA’s Legal Roundtable.  Mr. Shroff is 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.  Anshuman Jaiswal is a Partner with the M&A and corporate advisory practice of Cyril Amarchand Mangaldas with experience of over 12 years.  He has advised various entities across diverse sectors on their corporate transactional and advisory matters.

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AUSTRALIAN UPDATE: Changes to Australia’s Foreign Investment Regime

Highlights A new foreign investment regulatory regime applies from 1 December 2015. The ‘substantial interest’ threshold above foreign investors must notify Australia’s Foreign Investment Review Board (FIRB), has increased from 15% to 20%. Specific rules now apply to foreign investments in the agricultural sector, following the introduction of the concepts of ‘agribusiness’ and ‘agricultural land’. … Continued

Editor’s Note: This report is contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a member of Herbert Smith Freehills’ Corporate Group. It is based on research conducted by other Herbert Smith Freehills employees, Tony Damian, Partner, Malika Chandrasegaran, Senior Associate, and Gila Segall, Vacation Clerk, Sydney.

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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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BELGIAN UPDATE – M&A Outlook (2016)

Executive Summary: A review of M&A in Belgium in 2015 and outlook for 2016. Main Article: 1          Legal Environment 1.1       General The general legal environment for public and private M&A remained very stable throughout 2015. In 2014, Belgian tax payers (private individuals) feared that in the course of 2015 the tax regime with respect to … Continued

Editors’ Note:  Peter Callens is a partner with Loyens & Loeff and a member of XBMA’s Legal Roundtable.  Mr. Callens is renowned for his national and international corporate practice, with a focus on M&A and transactions in various sectors of industry. Mr. Callen authored this article along with his colleagues Natalie Reypens and Aldo Engels Steven of Loyens & Loeff’s tax department and Steve Callens, Robrecht Coppens, Mathias Hendrickx and Elke Ghesquière of Loyens & Loeff’s corporate and M&A department.

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Australian Update: Deal Landscape, Origin of Bidders and Deal Structures

Highlights: The Australian public M&A market has seen an overall decline in deal activity in the 12 months to 30 June 2015 (FY15). Success rates have increased from FY14, with 70% of deals announced in FY15 being fully completed transactions. FY15 has seen an increase in the number of bids implemented via schemes of arrangement, … Continued

Editor’s Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills employees, Paul Branston, Partner, Panashi Devchand, Solicitor, and Gila Segall, Vacation Clerk.

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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2015

Executive Summary/Highlights: Global M&A reached an all-time high in 2015, with record volume of almost US$5 trillion, beating 2007’s prior (inflation adjusted) record of US$4.7 trillion. Q4 2015 was the most active quarter ever, with more than US$1.5 trillion in deals announced, including the two largest deals of 2015 – Pfizer’s acquisition of Allergan and … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis using consistent metrics and sources of data in order to facilitate a deeper understanding of trends and developments.  We welcome feedback and suggestions for improving the Review or for interpreting the data.

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CANADIAN UPDATE – Top Competition and Foreign Investment Review Trends and Issues for 2016

Main Article In our annual forecast of the year ahead for Canadian competition and foreign investment review law, we evaluate how developments in 2015 will influence these areas of the law in 2016. Our top issues and trends to watch for this year include the following: The impact of the new federal government. Although foreign … Continued

Editors’ Note:  This memo was produced by partners George Addy, John Bodrug, Charles Tingley and Jim Dinning, and associate Alysha Manji-Knight, of Davies Ward Phillips & Vineberg LLP's Competition & Foreign Investment Review practice.  It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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