Asia

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/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/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: New regulations overhaul the Indian takeover regime, increase transparency, and represent a significant improvement. One of the key changes is the new principle-based treatment accorded to “indirect” acquisitions, where a substantial acquisition of shares, voting rights or control of a target company occurs indirectly through the acquisition of shares or control of an … Continued

How China Reset Its Global Acquisition Agenda, by Peter J. Williamson and Anand P. Raman Executive Summary/Highlights: The first wave of cross-border takeovers by Chinese companies, between 2000 and 2007, was unsuccessful because of a number of strategic and tactical mistakes, including pursuit of inexpensive deals and troubled companies that were difficult to turn around; … Continued

Executive Summary/Highlights: As at June 2011, overall M&A activity in Singapore was up 40.8 per cent to US$23.3 billion, making it the busiest half-year opening since 2008. The rise has been driven by various factors, not least the amount of capital funds flowing into South-East Asia. Singapore recently liberalized its banking regulations to allows banks … 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