Europe

GERMAN UPDATE – What Managers of Private Equity Funds should know about the new German Investment Law

Executive Summary New notification and disclosure requirements will apply to managers of private equity funds under the German AIFMD implementing legislation. Managers of private equity funds will also be subject to asset stripping restrictions regarding European target companies. The new rules will apply not only to German domiciled funds, but also to EU and non-EU … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  Hengeler Mueller partner Christian Schmies authored this article.  Hengeler Mueller is the leading German firm in the M&A and corporate arena.

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Czech Republic Update – Re-codification and Entrepreneurship

EXECUTIVE SUMMARY: Three new laws re-codifying Czech private law are set to change the country’s current legal order entirely. The current order will be abolished entirely and replaced with new laws. As one of the largest legal overhauls of the Czech Republic’s laws in recent decades, this development is indeed an admirable achievement. The article … Continued

Editors’ Note: Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable. He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.  This article is written by Mr. Miroslav Gejdoš of Schönherr, Prague.

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Polish Update – The Importance of Analyzing Legal Title to Shares in the Acquisition of Polish Companies

Executive summary Before the transaction, the buyer usually performs a legal examination of the company whose shares are to be traded (directly or indirectly, for example through the acquisition of shares in the parent company). When assessing the legal importance of examining the legal title to shares it should be kept in mind that in … Continued

Editor’s Note: This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable.  The co-authors of this article: Izabela Zielińska-Barłożek, co-head of the Mergers & Acquisitions Practice, and Jarosław Grykiel, PhD, specialize in Polish corporate law in cross-border transactions.

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UK UPDATE – Recent Changes to the UK’s City Code on Takeovers and Mergers

Executive Summary:  Recent amendments to the UK’s City Code on Takeovers and Mergers, the main rules governing takeovers in the UK, are discussed below.  The most significant changes resulting from these amendments are: (i) it will allow offerors to engage in early and have increased involvement with the offeree’s pension trustees in an offer; and … Continued

Editors’ Note:  Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.

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POLISH UPDATE – Global Risks, Local Remedies: Cross-border M&A Issues in the New Europe

Executive Summary:  The authors report from the IBA European Regional Forum conference in Warsaw on a discussion among lawyers from throughout Central & Eastern Europe on the best ways to minimise common risks encountered in international transactional practice. Main Article: The expanded membership of the EU and the growing number of cross-border transactions in Europe … Continued

Editors’ Note:  This article was contributed by Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable, and Izabela Zielińska-Barłożek, co-head of Wardyński & Partners’ Mergers & Acquisitions Practice.  Ms. Zielińska-Barłożek co-authored this article with Anna Dąbrowska, a member of the firm’s Mergers & Acquisitions Practice.

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EU UPDATE – European Commission Proposes Amendments to Premerger Notification Regime

Executive Summary: The European Commission has proposed amendments to the notification forms that companies must complete to report mergers subject to antitrust review in the EU. If adopted, the proposed changes would reduce the amount of information merging parties must provide in transactions that are unlikely to raise competitive concerns.  However, for many transactions, the … Continued

Editors' Note: This article was authored by Franco Castelli of Wachtell, Lipton, Rosen & Katz.  Mr. Castelli focuses on antitrust aspects of U.S. and cross-border mergers, acquisitions, and joint ventures.

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EU UPDATE – European Commission Signs Memorandum of Understanding with China on Antitrust

Highlights: The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce. These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance. In recent years, the … Continued

Editors’ Note:  Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.  This article was authored by Slaughter and May associates Anna Battersby and Ingrid Lauwers.

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UK UPDATE – Tax Issues on Cross-Border Acquisitions

Executive Summary: In cross-border acquisitions, more than one country’s tax rules will apply.  English law is frequently chosen to govern such transactions.  This article highlights a number of the main tax issues arising in cross-border share and asset purchases, and discusses how some of these issues can be eliminated or mitigated through efficient structuring or … Continued

Editors’ Note: Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.  This article was authored by Slaughter and May tax partner Gareth Miles and associate Tom Jarvis.

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EU UPDATE: Corporate Governance Update: Gender Diversity on Public Company Boards

Highlights: Recent efforts to impose quotas for women directors for companies in the European Union has provoked controversy not only as to the optimal gender balance of boardrooms but also as to whether a quota system is a fair or effective way to achieve the underlying objective of women’s full and equal participation in corporate … Continued

Editor’s Note: David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions.  This post is based on an article by Mr. Katz and Laura A. McIntosh that first appeared in the New York Law Journal; the full article, including footnotes, is available here.

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BELGIAN UPDATE – Amended Procedure for the Liquidation of Belgian Companies

Highlights: On 19 March 2012 the King ratified a new act modifying the Belgian Companies’ Code with respect to the procedure for the liquidation of Belgian companies. The Act comes into force on 17 May 2012. The purpose of the Act is twofold: on the one hand, a series of procedural amendments for company liquidations … Continued

Editors’ Note:  Peter Callens is a partner with Loyens & Loeff and a member of XBMA’s Legal Roundtable.  Mr. Callens is renowned for his national and international corporate practice, with a focus on M&A and transactions in various sectors of industry. This article was co-authored by Robrecht Coppens, senior associate with Loyens & Loeff, who specialises in corporate law, with a particular emphasis on takeovers and M&A.

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