M&A (General)

SINGAPOREAN UPDATE: Changes to the Singapore Code on Take-Overs and Mergers

Highlights: The Singapore Code on Take-overs and Mergers was amended with effect from 9 April 2012. The main changes include updating the Code to incorporate current practices on the takeover of real estate investment trusts and business trusts, setting out when collective shareholder action amounts to acting in concert, and dealing with joint offers and … Continued

Editors’ Note:  This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable.  The author, Andrew Ang, is deputy head of the Corporate/Mergers & Acquisitions Practice of WongPartnership.

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CANADIAN UPDATE – Canadian Government Announces Further Changes to Foreign Investment Review Process

MAIN ARTICLE The Canadian government continues to propose changes to Canada’s foreign investment review regime under the Investment Canada Act (“ICA”). In its most recent announcement (available here) the government proposes to significantly increase the principal threshold used to determine whether foreign investments will be subject to review under the ICA. The government also published … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  The authors, John Bodrug, Mark Katz and Erika Douglas are partners in Davies Ward Phillips & Vineberg LLP’s Competition and Foreign Investment Review practice.

Please see the earlier article posted below.

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CANADIAN UPDATE – Canadian Government Proposes Important Changes to the Investment Canada Act and Foreign Ownership Restrictions in the Telecommunications Act

Highlights:  The Canadian government proposed amendments to the Investment Canada Act (the “ICA”) that would authorize the Minister of Industry (or Minister of Canadian Heritage, in respect of cultural businesses) to accept a security payment from investors in respect of any possible penalties that a court might order if the investor is subsequently held to … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  The authors, George N. Addy, John D. Bodrug, Mark Katz, Hillel Rosen, Richard Elliott and Anita Banicevic are partners in Davies Ward Phillips & Vineberg LLP’s Competition and Foreign Investment Review practice.

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RUSSIAN UPDATE – Russian M&A Legal and Tax Digest – Q1 2012

Highlights: The paper discusses the strategic developments in the Russian legal and tax landscape that may have an impact on M&A environment. In Q1 2012 issue GBLP discusses the top 6 legal and tax developments that happened during the first quarter of 2012, as well as provides M&A tax and legal tips, including a comparison … Continued

Editors’ Note:  This paper was co-authored by Goltsblat BLP (the Russian practice of Berwin Leighton Paisner) partners Anton Sitnikov, Ian Ivory and Andrey Shpak.  Mr. Sitnikov is Head of Corporate M&A, Mr. Ivory is Head of English Law - Corporate Finance and Mr. Shpak is a Head of Tax Structuring at Goltsblat BLP.

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Global Technology M&A Update – Technology M&A Surges In Difficult Environment

Five disruptive technology megatrends drove the value of global technology mergers and acquisitions (M&A) up 41% in 2011, while volume increased by 13% — even as the value of global M&A in all industries fell slightly amid economic uncertainty, according to Ernst & Young’s Global technology M&A update, October — December 2011 and year in … Continued

Editors’ Note:  Franny Yao (Yao Fang), who contributed this article, is a Partner & Leader at Ernst & Young in Beijing, responsible for Key Accounts and Government Relations in China.  She is a founding director of XBMA and has broad expertise in cross-border M&A, representing major Chinese companies in their global expansion and other strategic drives.  This summary was produced by Ernst & Young’s Global Technology Center.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2012

Executive Summary/Highlights:  Global M&A volume in Q1 2012 was US$481 billion (US$1.9 trillion on an annualized basis), down 16% from Q4 2011. Many ingredients of an M&A resurgence are present, including would-be strategic and private equity acquirers’ considerable cash stockpiles and improving balance sheets, a historically low cost of debt financing for investment grade borrowers, … Continued

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

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BELGIAN UPDATE – New Procedure on Mergers and Demergers

Highlights: On 28 January 2012 a new law came into force relating to the merger and demerger procedure under Belgian law.  The new law simplifies the existing procedure by reducing the administrative reporting and documentation requirements to an absolute minimum while safeguarding the interests of shareholders and other parties. This simplification implements the European Directive … 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. This article was co-authored by Robrecht Coppens, senior associate with Loyens & Loeff, who specialises in corporate law, with a particular emphasis on takeovers and M&A.

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UK UPDATE – UK Government Confirms Creation of Single UK Competition Authority: Merged Authority to Retain Voluntary Merger Regime

Executive summary: The U.K .government confirms the anticipated merger of the Competition Commission and the competition functions of the OFT into a single Competition and Markets Authority (“CMA”) to be effective by April 2014.  The U.K. government has decided to retain the current voluntary regime of merger notifications, albeit with a tightening of administrative measures. … Continued

Editors’ Note:  Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.

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SWEDISH UPDATE – Proposed Revised Swedish Takeover Rules

Highlights: A review of the Swedish Takeover Rules has resulted in a proposal to amend and update the Rules in a number of respects including, deal protection, top ups, and the put up or shut up regime. The revision has also resulted in the codification of a number of Securities Council statements including disclosure of … Continued

Editors’ Note: This paper was contributed by Biörn Riese, Chairman of the Board of Mannheimer Swartling and member of XBMA´s Legal Roundtable.  It was authored by Thomas Wallinder and Patrik Marcelius, partners at Mannheimer Swartling.  Messrs. Wallinder and Marcelius both specialise in Corporate law, with a particular emphasis on corporate finance, takeovers and mergers & acquisitions.

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INDIAN UPDATE – Trends in Merger Control (2012 Edition)

Executive summary: The following article Trends in Merger Control analyses the principles and trends enunciated by the Competition Commission of India (“CCI”) in the merger control orders passed to date. Introduction: Legal Framework The merger control regime in India is governed by the provisions of the Competition Act, 2002 (“Act”) along with the Competition Commission … Continued

Editors’ Note:  Cyril Shroff is 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.

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