M&A (General)

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

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