M&A (General)

SINGAPOREAN UPDATE – Proposed Changes to Singapore’s Guidelines for Merger Control

Highlights: Changes have been proposed to the Competition Commission of Singapore’s Guidelines on Merger Procedures. The changes give parties greater guidance on the self-assessment of mergers, obtaining a confidential opinion, and the treatment of confidential information. MAIN ARTICLE On 20 February 2012, the Competition Commission of Singapore (“CCS”) issued a consultation paper (“Consultation Paper”) proposing … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable.  Ms. Eng is a leading expert in both domestic and cross-border M&A in Singapore and other jurisdictions in Southeast Asia.  The author is Ameera Ashraf, head of WongPartnership’s Competition & Regulatory Practice.

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UAE UPDATE – Merger of Two Public Joint Stock Companies

Highlights:  This article looks at the legal processes involved in amalgamating (merging) two public joint stock companies listed on either of the main stock exchanges in the UAE. The Companies Law provides that an amalgamation can be implemented either by an “acquisition” or by a “merger”. One of the two main stock exchanges, the ADX, … Continued

Editors’ Note:  This paper was contributed by Sameer Huda, a partner at Hadef & Partners and a member of the XBMA Legal Roundtable.  A leader in M&A, private equity and restructuring, Sameer heads the corporate, M&A and private equity teams of Hadef & Partners in Dubai.

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GLOBAL INFRASTRUCTURE REPORT – Setting Strategic Priorities

China China’s unprecedented infrastructure building spree is stampeding ahead. The country is able to fund projects totaling trillions of dollars because it was largely unaffected by the recent global economic downturn. Infrastructure growth plans on a large scale Beijing, Shanghai and Guangzhou have some of the most sophisticated and integrated transport systems in the world. … 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 Real Estate Center, whose leaders include Howard Roth, Global Real Estate Leader (U.S.), Malcolm Bairstow, Global Construction and Infrastructure Leader (UK), and Rick Sinkuler, Global Real Estate Markets Leader (U.S.).

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CHINESE UPDATE – China Publishes New Industry Catalogue for Foreign Investment

Highlights: The new Foreign Investment Industrial Guidance Catalogue encourages foreign investment in more areas by removing several restrictions and adding several encouraged industries.  Caps on foreign equity are lifted in some industries. The New Catalogue promotes investment in energy-saving, environmental protection, new-generation information technology, biology, high-end equipment manufacturing, new energy, new materials, and new energy … 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 Ms. Huiqing Qu of Jun He Law Offices.  Ms. Qu has more than 10 years of experience practicing PRC law, specialized in FDI, M&A and IPOs.  Ms. Zhou Tian, an associate at Jun He, helped translate this document.

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IRISH UPDATE – Trends and Prospects in Irish M&A Activity

Highlights:  M&A activity in Ireland has been affected by global and national economic difficulties experienced over the past three years, but Ireland’s M&A activity has recovered from the historic lows experienced in 2009.  This recovery looks set to gather pace in 2012. Much of Ireland’s M&A activity during 2011 was driven by the restructuring of … Continued

Editor’s note:  This paper was contributed by Brian O’Gorman, managing partner of Arthur Cox and a member of the XBMA Legal Roundtable (Ireland). This article was co-authored by Maura McLaughlin and Caroline Connolly of Arthur Cox.  Brian, Maura and Caroline each specialise in corporate law, with a particular emphasis on corporate finance, takeovers and mergers & acquisitions.

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MEXICAN UPDATE – Public Private Partnerships Act

Highlights:  On January 16, 2012, the Public Private Partnerships Act (“PPP Act”) was published and amendments were made to several related laws (the Law of Acquisitions, Law of Public Works, Expropriation Law, and National Assets Law) with the intention to consolidate a market practice that has been carried out without a clear legal framework. The … Continued

Editors’ Note:   Contributed by Manuel Galicia Romero, a founding partner of Galicia Abogados and a member of XBMA’s Legal Roundtable. Mr. Galicia, who was involved in the negotiation of the North American Free Trade Agreement (NAFTA), is a leading expert in international transactions in Mexico. Authored by Juan Pablo Cervantes, a member of Galicia Abogados and an international business lawyer actively involved in the promotion of trade and investment between Mexico and numerous countries, particularly from Asia.

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UK UPDATE – Challenges And Opportunities Of The Increasingly Regulated World: The View From London

Executive summary:  The linked memorandum identifies the issues facing financial institutions that do not have sufficiently positive and proactive relationships with their regulators to influence the ways in which new regulatory principles and rules will be applied to them, explains how some of the traditional responses of financial institutions to regulatory change are now outdated, … 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.  The paper was authored Slaughter & May partners Ruth Fox, Jan Putnis and Ben Kingsley.  Ms. Fox heads the Financial Regulation Group, which she was instrumental in establishing.  Her practice covers a wide range of commercial transactions.  Mr. Putnis’ practice focuses on financial regulation, with particular emphasis on corporate and commercial transactions. Mr. Kingsley advises a broad range of financial institutions and non-financial firms on regulatory matters.

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CANADIAN UPDATE – Supreme Court of Canada Rejects Proposed Legislation for a National Regulator

Highlights:  The Supreme Court of Canada issued a unanimous decision that the proposed federal Canadian Securities Act, as currently drafted, is unconstitutional as it is not a valid exercise of the Federal Government’s power to regulate trade and commerce. The Court expressly noted that there were specific aspects of the Act aimed at addressing matters … 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.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  This paper was authored by Luis Sarabia and Brett Anderson.  Mr. Sarabia is a litigation partner in the general corporate/commercial practice of Davies Ward with significant expertise in securities and mining litigation.

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SPANISH UPDATE – Trends and Prospects in Spanish M&A

Highlights: One of the key drivers of the M&A sector in Spain in 2011 was the restructuring of the Spanish financial sector.  This process is still ongoing and represents an opportunity for foreign investors interested in acquiring strategic interests in the Spanish banking sector, entering the market on a stand-alone basis through asset purchases or … Continued

Editors’ Note:  This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable.  As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in complex corporate, banking, finance and securities transactions at the top end of the market.  Javier Ruiz-Cámara, of counsel at Uría Menéndez, authored this article.   Mr. Ruiz-Cámara’s practice focuses mainly on M&A, financings and restructurings in Europe and Latin America.

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U.S. UPDATE – Mergers and Acquisitions – 2012

Highlights:  As we enter 2012 and as the U.S. economy continues to stabilize, there appears to be a growing sense of optimism about further recovery in the M&A market.  Greater perseverance and transactional creativity and sophistication will continue in 2012 as parties seek to manage and allocate risks in a structured manner in an environment … Continued

Editors’ Note:  This article was co-authored by Andrew R. Brownstein, Steven A. Rosenblum, Adam O. Emmerich, Mark Gordon, Gordon S. Moodie and Daniella Genet, of Wachtell, Lipton, Rosen & Katz.

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