The Panel has today (19 September 2017) published its consultation paper PCP 2017/2 on statements of intention. The Panel has been concerned for some time that the disclosures by a bidder in relation to its intentions for the target business (required to be made in the offer document) have been bland and generic, and therefore … Continued
Main Article: This week witnessed two very significant developments in the new paradigm for corporate governance, one in the U.S. and one in the U.K. Both will have cross-border impact. Both have the purpose of promoting investment to achieve sustainable long-term investment and growth. In the U.K., government proposals for corporate governance reform center on … Continued
Executive Summary: The guide has been updated to reflect legal and regulatory changes made to the national takeover regimes since it was last published in April 2013. The Takeover Directive has been implemented in all of the countries which are covered. Its aim is to provide equivalent protection throughout the EU for minority shareholders of companies listed on an … Continued
The Enterprise Chamber has ruled that a company’s response to an unsolicited takeover proposal falls within the board’s authority to determine the company’s strategy. The board does not have to consult with shareholders first, but remains accountable to shareholders for the company’s actions. The ruling sets out important viewpoints for board conduct and other aspects … Continued
Background: Lava Jato reaches Peru Corruption has always been a sensitive issue when doing business in Latin America. In recent years, the Brazilian “Lava Jato” investigation has been in the spotlight for its implications throughout the continent. Brazilian construction giants such as Odebrecht, OAS, Camargo Correa, Andrade Gutierrez and Quieroz Galvao, among others, were indicted … Continued
Highlights: The Cyberspace Administration of China (“CAC”) released a draft of the Measures on Security Assessment of the Cross-Border Transfer of Personal Information and Important Data (the “Draft”) on April 11, 2017 allowing for one month of public comments to be offered. Security assessments on the cross-border transfer of personal information and important data was … Continued
Executive Summary/Highlights This memorandum describes the procedure and effects of a cross-border merger pursuant to Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (the “Cross-Border Merger Directive”), as transposed into French law. We focus on the French corporate law aspects of such … Continued
Executive Summary: Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice for … Continued
Highlights: SASAC issued new regulations recently, under which SASAC has adopted the concept of Negative List, and further strengthened its supervision of outbound investment by central enterprises. Main Article The State-owned Asset Supervision & Administration Commission of the State Council (“SASAC”) published the Measures for the Supervision and Administration of Outbound Investment of Central Enterprises … Continued
Executive Summary/Highlights: A long-running, two-year effort by the senior corporate governance heads of major U.S. investors to develop the first stewardship code for the U.S. market culminated today in the launch of the Investor Stewardship Group (ISG) and ISG’s associated Framework for U.S. Stewardship and Governance. Investor co-founders and signatories include U.S. Asset Managers (BlackRock; … Continued
