M&A (General)

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

Executive Summary: Public M&A activity in Australia has been patchy during 2011. Notably, the mining sector was more subdued than anticipated, with companies deploying stockpiled cash into growth projects, dividends or share buy-backs. Upon the recommendation of the Foreign Investment Review Board (FIRB), the Federal Treasurer rejected the proposed merger of ASX with Singapore Exchange … Continued

Executive Summary/Highlights: South Africa and the global environment have changed dramatically since enactment ofSouth Africa’s old Companies Act of 1973. New corporate law concepts have been developed internationally, such as solvency and liquidity, new and higher standards of corporate governance, new standards of accountability, disclosure and transparency, combating of market manipulation, new ideas and approaches … Continued

Contributed by:  Olivier Diaz, Darrois Villey Maillot Brochier (Paris) [stextbox id=”custom”]Editors’ Note:  Olivier Diaz is the Managing Partner of Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable.  As one of France’s leading M&A lawyers, Mr. Diaz has extensive experience with the French disclosure requirements discussed below.  Mr. Diaz’s paper highlights a trend … Continued

Executive Summary/Highlights: U.S.M&A volume over the last 12 months was just shy of US$1 trillion, including almost $200 billion of cross-border acquisitions in theU.S.by non-U.S. investors or acquirors. Despite some well-publicized examples of thwarted deals and fears of growing protectionism, theU.S.deal markets remain open to non-U.S. acquirors and investors.  The Obama Administration’s nascent plan to … Continued

Executive Summary/Highlights: The VIE structure (i.e. reliance upon contractual arrangements to control a PRC operating company) has been a popular structure in the last decade for both foreign and Chinese investors alike. A number of recent cases involving companies using a VIE structure have exposed the inherent defects and potential legal and regulatory risks inherent … Continued

Executive Summary/Highlights: New regulations overhaul the Indian takeover regime, increase transparency, and represent a significant improvement. One of the key changes is the new principle-based treatment accorded to “indirect” acquisitions, where a substantial acquisition of shares, voting rights or control of a target company occurs indirectly through the acquisition of shares or control of an … Continued

Executive Summary/Highlights: Global M&A volume in Q3 was relatively sluggish at US$507 billion, marking the second consecutive quarterly decline, but aggregate global volume for 2011 year-to-date is still 4% higher than volume for the first three quarters of 2010. Cross-border transactions have rebounded somewhat since 2009, with 36% of 2011 global M&A involving an acquirer … Continued