M&A (General)

Highlights: The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce. These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance. In recent years, the … Continued

Highlights: Recently, interim Commissioner of Competition John Pecman provided several insights into the direction of competition law enforcement under his leadership.  Mr. Pecman emphasized his intention to incrementally increase the Bureau’s “strategic and targeted regulatory interventions” in Canada’s regulated sectors in order to advocate for the promotion of competition. To address the challenges faced by … Continued

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

Highlights: More than 40% of global M&A in 2012 involved acquirors and targets in different countries, including $170 billion of acquisitions in the U.S. by non-U.S. acquirors.  Given the continuing accumulation of U.S. Dollars in emerging economies, many expect the trend to continue as Dollars are re-invested in the U.S.  Natural resources will continue to … Continued

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

Executive Summary: In cross-border acquisitions, more than one country’s tax rules will apply.  English law is frequently chosen to govern such transactions.  This article highlights a number of the main tax issues arising in cross-border share and asset purchases, and discusses how some of these issues can be eliminated or mitigated through efficient structuring or … Continued

Executive Summary: In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead.  The dominant theme is the shareholder.  Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the … Continued

Executive Summary/Highlights: Global M&A volume in 2012 reached US$2.6 trillion, marking the third consecutive year of steady deal volume in the US$2.6 trillion per annum range. Uncertainty and other familiar constraints held back the M&A markets for the first three quarters of 2012, but deal volume surged in Q4 which, coupled with stabilizing markets, cash … Continued

Highlights: Chinese firms too often announce deals and are then unable to follow through.  According to a study (forthcoming) by Olga Hawn of Duke University, cross border deals involving Chinese companies are almost twice as likely to break down (15% of the time) as deals involving companies from other BRICS countries (8%) and three times … Continued

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