Europe

UK UPDATE – Understanding and Dealing with Hedge Funds and Shareholder Activism Across Europe: The Impact of the Financial Crisis

Executive summary: The attached guide takes a pan-European look at trends and developments through the 2008 financial crisis and in the period since, focusing on: the position of hedge funds: their behaviour, performance and strategies in that period, as well as the changed regulatory landscape they now face, and activist behaviour by both hedge funds … 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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UK UPDATE – Overview of the Process for Making Legislation in the EU

Executive summary: The attached memorandum provides an overview of the process for making legislation in the European Union which, once made, will either apply directly to the UK or which the UK government is required to transpose into UK domestic law. Click here to read the Memorandum

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.  The paper was authored by Philip Bennett, a senior partner in Slaughter and May’s Pensions and Employment group and associates Tolek Petch and Samay Shahn.

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UK UPDATE – A Guide to Takeovers in the United Kingdom

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

Editors’ Note:  Nigel Boardman’s October 3, 2011 post focused on the UK’s response to the Cadbury takeover, through adoption of a revised edition of the UK Takeover Code on September 19, 2011.  This follow-up post provides Slaughter and May’s updated Guide to Takeovers in the UK, a valuable reference based on Slaughter’s leadership and deep expertise in the area.

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AUSTRIAN UPDATE – Developments in Austrian M&A in 2011

Executive Summary/Highlights: Austrian M&A during Q1 through Q3 2011 was largely driven by (1) consolidation involving intra group restructurings with disposals and exits, and (2) transactions triggered by insolvency. Consolidation of the Austrian banking sector remained a key driver for transactional activity. New 2011 law implemented Regulation 2009/109 EC, providing among other things for lesser … Continued

Editors’ Note:   Christian Herbst is a partner 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.

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POLISH UPDATE – Increasing Number of “Concentrations” Blocked Under Polish Competition Law

Executive summary The increase in M&A activity inPolandhas been accompanied by growing emphasis on the evaluation of “concentrations” under Polish competition law. In recent years, increasing numbers of concentrations have been blocked or given only conditional clearance. In light of the Polish “Competition policy for 2011–2013”, a policy specifying the plans of the Polish competition … Continued

Editor’s Note:  This update comes from Tomasz Wardyński, partner, Izabela Zielinska-Barlozek, partner and Sabina Famirska, senior associate at Wardyński & Partners.  Tomasz Wardyński is a member of XBMA’s Legal Roundtable.  He and his colleagues are leading experts on Polish competition and M&A matters.

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EU UPDATE – European Commission Considers Whether All Chinese SOEs should be Considered a Single Economic Entity for Merger Clearance Purposes

Executive Summary: The European Commission recently issued clearance under the merger control rules for the proposed joint venture between DSM and Sinochem. The Commission considered the question of whether all Chinese State-Owned Enterprises (so called “SOEs”) should be considered a single economic entity, but left the question open for future determination after concluding that even … Continued

Editors’ Note:  Kees Peijster, Eric Pijnacker Hordijk and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  As leading Dutch M&A lawyers, they have broad expertise handling significant cross-border transactions involving China and the Netherlands, including the DSM/Sinochem transaction described below.  The issue of whether to view all Chinese SOEs as a single economic entity, and therefore to aggregate their ownership interests, could have important implications under many regulatory regimes and could prove to be rather controversial.  We invite comments and additional papers on this topic.

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ITALIAN UPDATE – Formation of New Italian Fund to Protect Italian National Champions, in Reaction to the Takeover of Italy’s Parmalat by France’s Lactalis

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

Editors' Note: Alberto Saravalle and Umberto Nicodano are senior partners of Bonelli Erede Pappalardo and members of XBMA's Legal Roundtable. As two of Italy’s leading M&A practitioners, they bring an invaluable perspective to Italy's reaction to the Parmalat takeover, which differs markedly from the UK's reaction to the Cadbury takeover discussed in Nigel Boardman’s recent paper. This paper raises interesting questions about the defensive use of Sovereign Wealth Funds, which is sure to be a topic of discourse in the coming years.

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UK UPDATE – Changes Adopted to UK Takeover Regime to Strengthen Position of UK Targets, Prompted by Kraft’s Successful Hostile Takeover of Cadbury

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

Editors’ Note: Nigel Boardman is a partner at Slaughter and May and a founding director of XBMA.  As one of the leading M&A lawyers in the UK, Mr. Boardman’s perspective on the UK’s response to the Cadbury takeover is informed by broad experience in a range of significant solicited and unsolicited cross-border transactions over many years.  Mr. Boardman’s paper is the first in a series of posts that will focus on various jurisdictions’ reactions to foreign takeovers of important domestic companies.

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XBMA – Quarterly Review for Q1 2011

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

Editor's Note: This is an example of the type of post and content the XBMA Forum seeks to showcase.

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