Executive Summary/Highlights: Under Polish law, which implements Directive 2005/56/WE of the European Parliament and Council dated 26 October 2005, employee participation in the bodies of an acquiring or newly founded company created through a cross-border merger can follow one of two models: first, employees may be granted the right to select a certain number of … Continued
Executive Summary/Highlights: Under China State Council’s recent Notice, the National Security Review regime will only apply to foreign domestic deals where (a) the target domestic business is involved in a business that concerns national defense security; or; (b) the target domestic business is involved in a business that concerns national economic security, and the foreign … Continued
KEY POINTS: Despite Argentina’s high inflation and a lack of certain structural reforms, there has been an increase in the M&A activity in the country during 2011. This increase has mainly been driven by strategic investors and to a lesser degree by venture capital and private equity funds attracted by Argentina’s GDP robust growth and … Continued
Executive Summary/Highlights: MOFCOM conditionally cleared the acquisition of Savio Macchine Tessili S.p.A ofItaly by Alpha Private Equity Fund V, a European private equity firm, subject to certain disposition conditions. This is the first conditional decision relating to a private equity investor that grants conditional approval. Historically, PE firms have believed that their transactions were very … Continued
Executive Summary/Highlights: Japanese legal hurdles to cross-border exchange offers or triangular mergers have deterred Japanese acquirers from using their stock in cross-border acquisitions. A recent amendment to the Law on Special Measures for Industrial Revitalization and Innovation, which took effect on July 1, 2011, introduces a new path to facilitate exchange offers by Japanese firms … Continued
Executive Summary: So far this year, about 70% of Australian announced listed company deals over $100m have involved foreign bidders. Foreigners making bids in Australia include principally acquirors from the US, UK, Canada and China. With the Asian demand for resources and agribusiness companies, Chinese and Indian bids are expected to increase. The large number … Continued
Executive Summary/Highlights: Austrian M&A during Q1 through Q3 2011 was largely driven by (1) consolidation involving intra group restructurings with disposals and exits, and (2) transactions triggered by insolvency. Consolidation of the Austrian banking sector remained a key driver for transactional activity. New 2011 law implemented Regulation 2009/109 EC, providing among other things for lesser … Continued
Executive Summary/Highlights: The UK Bribery Act 2010 has far reaching territorial application and can even apply to Russian companies. Affected companies must now have in place adequate internal anti-bribery procedures and ensure the same compliance of any of its associated persons. Strong contractual protections may prove necessary to limit exposure to prosecution under the Act. … Continued
Executive Summary/Highlights: The recently amended Korean Commercial Code (“KCC”), which will become effective April 15, 2012, includes an array of provisions that aim for more flexibility and transparency in corporate management, such as by introducing new forms of business entities and diverse types of stock, relaxing restrictions on dividend payments, and prohibiting the appropriation of … Continued
Executive Summary/Highlights: Reuters reported on Sept. 18, 2011 that CSRC, the Chinese securities market regulatory watchdog, submitted a report urging the State Council to “clamp down” on the VIE structures employed in thousands of investments by foreigners into domestic Chinese companies. The VIE structure was adopted to gain access to the sectors where China had … Continued
