Executive Summary: While most merger transactions have been passed by the Competition Commission of India (“CCI”) without conducting a detailed investigation, the CCI has escalated recent combinations to such greater review. This article examines the procedure of the CCI in relation to so-called Phase II inquiries in proposed combinations and highlights some of the teething … Continued
Highlights: During 2013, M&A deals in which at least one party was a Japanese company grew by approximately 10.8% from the previous year, the second consecutive year of growth in M&A deal volume. Several large-scale and cross-border deals were completed, including (i) the combination of Applied Materials, Inc. and Tokyo Electron Limited to create a … Continued
Highlights: A recent notification of the Securities and Exchange Board of India expressly permitted put and call options in relation to shares of public limited companies, both listed and unlisted. The Reserve Bank of India has clarified that foreign investors can have “optionality” attached to Equity Securities (defined below) so long as such option / … Continued
Highlights: On December 2, 2013, the People’s Bank of China (“PBOC”) released its Opinions on the Financial Support of the Development of the China (Shanghai) Pilot Free Trade Zone (the “FTZ”) (the “Opinions”). The Opinions committed to the promotion of reforms and pilots in the FTZ in the sectors of cross-border RMB usage, RMB capital … Continued
Highlights: A letter of intent is especially helpful in a cross-border transaction to memorialize the basic terms of a proposed deal when differences in culture, deal structuring techniques, due diligence styles, and documentation standards can add layers of challenge. Typical provisions in a letter of intent are discussed below. The default rule under Japanese law … Continued
Highlights: The highly anticipated China (Shanghai) Pilot Free Trade Zone (the “Zone”) was officially launched on September 27, 2013, followed by a flurry of implementing rules and measures. The central government of China expects the Zone to be the country’s testing ground for groundbreaking economic reforms to be extended nationwide in the future. The most … Continued
Highlights: Since the implementation of the Japan Fair Trade Commission’s business combination investigation procedures, two large mergers have passed anti-trust approval: SMI’s merger into NCS to form the largest steel company in Japan and second largest in the world, and the merger of the TSE Group and the OSE, Japan’s two largest financial instrument exchanges. … Continued
Highlights: Recently, the Competition Commission of India (“CCI”) has been imposing significant penalties in the range of 5% to 10% of the turnover of enterprises violating India’s Competition Act, 2002. In one cartel case, CCI imposed a penalty equivalent to 50% of the profits made by the concerned enterprises. CCI’s increasing penchant for imposing significant … Continued
Highlights: Along with the global economic and financial crisis, a string of frauds resulted in the introduction of stricter corporate governance mechanisms in India, with additional requirements, including in the pending Companies Bill, under consideration. While these changes were expected to plug new holes found in the existing regulations, there was also growing realization that … Continued
Executive summary: The following article Trends in Merger Control analyses the principles and trends enunciated by the Competition Commission of India (“CCI”) in the merger control orders passed to date. Introduction: Legal Framework The merger control regime in India is governed by the provisions of the Competition Act, 2002 (“Act”) along with the Competition Commission … Continued
