M&A (General)

GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2017

Executive Summary/Highlights: Global M&A volume in Q1 totaled approximately US$778 billion, approximately 10% higher than Q1 2016, marking the second highest Q1 since 2011. Cross-border M&A activity accounted for 43% of global deal volume in Q1, above 2016 levels, and led by activity in the Materials and Healthcare sectors.  Five of the 10 largest deals … 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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FRENCH UPDATE – Cross-Border Mergers Into and Out of France

Executive Summary/Highlights This memorandum describes the procedure and effects of a cross-border merger pursuant to Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (the “Cross-Border Merger Directive”), as transposed into French law.  We focus on the French corporate law aspects of such … Continued

Editors' Note: Bertrand Cardi, a partner at Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable, contributed this article. Bertrand Cardi, Ben Burman, Forrest G. Alogna, partners, and Laurent Gautier and Damien Catoir, of counsel, of Darrois Villey Maillot Brochier, authored the following article. Darrois Villey Maillot Brochier is the leading firm in France in the practice of M&A and Takeovers.

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CANADIAN UPDATE – If Pills Are Out, Are Private Placements In?

Executive Summary: Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice for … Continued

Editors’ Note: This article was co-authored by Poonam Puri, a professor of law at Osgoode Hall Law School, an affiliated scholar at Davies Ward Phillips & Vineberg LLP and a respected adviser on issues of corporate governance, corporate law and securities laws, and by Patricia Olasker a senior partner at Davies in the M&A, capital markets and mining practices. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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Promoting Long-Term Value Creation – The Launch of the Investor Stewardship Group (ISG) and ISG’s Framework for U.S. Stewardship and Governance

Executive Summary/Highlights: A long-running, two-year effort by the senior corporate governance heads of major U.S. investors to develop the first stewardship code for the U.S. market culminated today in the launch of the Investor Stewardship Group (ISG) and ISG’s associated Framework for U.S. Stewardship and Governance. Investor co-founders and signatories include U.S. Asset Managers (BlackRock; … 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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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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