Executive Summary/Highlights: On November 16, 2011, President Dmitry Medvedev signed into law amendments to the Federal Statute “On the Procedure of Foreign Investment in Businesses with Strategic Importance for the Defense of the Country and the Security of the State” (Strategic Companies Statute). The amendments are expected to ease the stringent restrictions that Russia puts … Continued
Executive summary: The linked memorandum is a general guide to takeovers of UK incorporated and listed companies subject to The City Code on Takeovers and Mergers. It first describes the UK bodies which regulate takeovers of such companies and then summarizes the more important legislation and rules under which they do so. Click here to … 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/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: An August 2010 legal opinion of the Federal Attorney-General of Brazil (Advocacia Geral da União) extended the Brazilian law that restricts the acquisition of rural land by foreigners to apply also to acquisitions of land by Brazilian companies controlled by foreigners. As a result, cross-border change of control transactions involving Brazilian companies that … Continued
Executive summary: The recent acquisition of Parmalat — one of the biggest Italian listed companies — by the French dairy group Lactalis, caused a huge debate in the financial and political communities in Italy. Lactalis’ bid was initially met with stiff Italian resistance, including encouragement of potential local “white knights,” issuance of an emergency decree … Continued
Executive summary: A revised edition of the UK Takeover Code took effect on 19 September 2011. The revisions were prompted by Kraft’s hostile takeover of Cadbury in 2010, which triggered debate about the weak position of UK target companies. The revised Code introduces rules to strengthen the target’s position, namely an enforced “put up or … Continued
The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011. Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued
