M&A (General)

GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2016

Executive Summary/Highlights:  Global M&A activity had a slow start and a strong finish in 2016, totaling nearly US$3.7 trillion, posting the second strongest year since the financial crisis (lower only than 2015). 2016 also accounted for the second highest cross-border deal volume (US$1.4 trillion) since the financial crisis, with cross-border deals announced in 2016 accounting … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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U.S. UPDATE – 2017 Checklist for Successful Acquisitions in the United States

Highlights: Global M&A volume in 2016 continued to be robust, reaching $3.7 trillion, approximately 40% of which involved cross-border deals, as compared to one-third in 2015.  Five out of the ten largest deals of the year were cross-border transactions.  The pace of deals grew during the second half of the year, especially in the U.S., … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton David A. Katz, Scott K. Charles, Ilene Knable Gotts, Andrew J. Nussbaum, Joshua R. Cammaker, Mark Gordon, Eric M. Rosof, Joshua M. Holmes, T. Eiko Stange, Gordon S. Moodie, Edward J. Lee, Raaj S. Narayan and Carmen X.W. Lu.

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The Dutch Corporate Governance Code and The New Paradigm

Executive Summary/Highlights: The new Dutch Corporate Governance Code, issued December 8, 2016, provides an interesting analog to The New Paradigm, A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, issued September 2, 2016, by the International Business Council of the World Economic Forum. The new … Continued

Editors’ Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Sara J. Lewis of Wachtell, Lipton, Rosen & Katz.

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Some Thoughts for Boards of Directors in 2017

Executive Summary/Highlights: The evolution of corporate governance over the last three decades has produced meaningful changes in the expectations of shareholders and the business policies adopted to meet those expectations. Decision-making power has shifted away from industrialists, entrepreneurs and builders of businesses, toward greater empowerment of institutional investors, hedge funds and other financial managers. As … Continued

Editor’s Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum and Karessa L. Cain of Wachtell, Lipton, Rosen & Katz.

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AUSTRALIAN UPDATE – deal landscape, origin of bidders and deal structures

Highlights The Australian public M&A market has seen steady activity levels, with modest growth in deal volumes (by value) in the 12 months to 30 June 2016 (FY16). Success rates have remained steady, with 73% of deals announced in FY16 being completed. The level of contested bid activity rebounded in FY16 with 6 targets attracting … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills staff, Paul Branston, Partner and Sophie Mony de Kerloy, Solicitor.

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FRENCH UPDATE – M&A: Key Takeaways for Dealmakers on the Modernization of French Contract Law

Executive Summary/Highlights: October 1 saw the coming into effect of the most significant reform of French contract law since the Napoleonic code was first promulgated in 1804.  We survey below some of the key takeaways for dealmakers. The reform was notably motivated by a desire to maintain the attractiveness of French law. One of the … Continued

Editors’ Note: Bertrand Cardi, a partner at Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable, contributed this article. Laurent Aynès, Emmanuel Brochier, Bertrand Cardi and Forrest G. Alogna, partners of Darrois Villey Maillot Brochier, authored the following article. Laurent Aynès is a preeminent contracts law scholar and one of the most highly-regarded civil law lawyers in Europe. Darrois Villey Maillot Brochier is the leading firm in France in the practice of M&A and Takeovers.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q3 totaled approximately US$800 billion, approximately 10% lower than Q2, and over 10% higher than Q1. At its current rate, global M&A volume for 2016 is on pace to reach US$3.2 trillion, approximately the level reached in 2014 but considerably lower than the record levels of 2015. Q3 saw … Continued

Editors’ Note:  The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments.  In order to facilitate meaningful comparisons, the Review has utilized generally consistent metrics and sources of data since inception.  We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE – Significant Changes in Law Ease Controls Over FDI and M&A

Highlights: From October 1, 2016, a new FDI administration system will be launched in China.  Under the new system, MOFCOM approval will not be required for incorporation or acquisition of a foreign invested enterprise (“FIE”), unless its business is on the Nationwide Negative List released by the State Council.  This will increase efficiency for incorporation … Continued

Editors’ Note:  Contributed by Adam Li, a partner at JunHe, and by Fang He, a partner at JunHe’s Beijing headquarter; both are members of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. Ms. He specializes in M&A and outbound investment from China. This article was authored by Daniel He (He, Kan), a partner based in JunHe’s Shanghai offices who specializes in mergers and acquisitions, foreign direct investment, general corporate law and regulatory compliance.

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CANADIAN UPDATE – Shareholder Activism and Proxy Contests: Issues and Trends

Executive Summary: The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and continued deterioration … Continued

Editors’ Note:  This article was produced by partners Patricia L. Olasker, J. Alexander Moore and Jennifer F. Longhurst of Davies Ward Phillips & Vineberg LLP. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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FRENCH UPDATE – Activist Strategies and Defenses in France

Executive Summary: Sitting in France, reports of the decline of activism in Europe appear somewhat exaggerated, just as the predictions of a few years ago of an impending wave of U.S.-style activist activity in Europe were equally overstated. In contrast to the rapid rise of activism in the United States, the level of activism in France … Continued

Editors’ Note: Alain Maillot and Bertrand Cardi are partners of Darrois Villey Maillot Brochier and members of XBMA’s Legal Roundtable.  Bertrand Cardi, Benjamin Burman and Forrest Alogna, partners of Darrois Villey Maillot Brochier, authored the following article with the assistance of associate Damien Catoir.

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