Regions

ISRAELI UPDATE – Israel’s Anti-Concentration Law: An Opportunity for New Players

As we conclude the contested law’s first phase, its widespread impact is felt on the Israeli market Known from ancient times as a land of milk and honey, nowadays the nation of Israel is also a nation of opportunity. The law commonly referred to in Israel as the “Concentration Law,” requires investors deemed to be … Continued

Editors’ Note: Contributed by Shirin Herzog, head of the Mergers and Acquisitions, Securities and International Transactions Department in the Israeli firm of Ron Gazit, Rotenberg & Co. Ms. Herzog handles a variety of Israeli and cross-border merger and acquisition transactions, for public and private companies, and private equity transactions. This post is based on a recent blog post by Ms. Herzog first published in The Times of Israel on November 30, 2017.

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UK UPDATE – UK Government consults on new powers to control foreign investment

The UK Government recently published its long awaited green paper on control of foreign investment (the Green Paper).1 It proposes measures to increase Government scrutiny of foreign investment but only in relation to national security and not on the broader political grounds previous public statements have hinted at. Specifically, the Green Paper sets out two … 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. The article was co-authored by Lisa Wright, partner, and Ying-Peng Chin, associate, at Slaughter and May (London).

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POLISH UPDATE – Polish protection of strategic companies and new rules of administering state assets

Executive summary Legal restrictions concerning companies operating in certain strategic sectors of the economy and state companies were enacted in Poland. The Polish regulations track similar limitations already functioning in some other countries in the European Union and elsewhere. Under these restrictions, the Polish authorities can object to numerous transactions involving companies deemed to be … 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, head of Wardyński & Partners’ Mergers & Acquisitions Practice. Mr. Wardyński co-authored this article with Maciej Szewczyk, senior associate, and Wojciech Szopiński, associate, from the firm's Mergers & Acquisitions Practice.

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AUSTRIA UPDATE – Legislative Changes Affecting Private and Public M&A – New Delisting Rules

Executive Summary: Recent legislative measures affecting private and public M&A include: Effective November 2017, the scope of the Austrian merger control regime will be broadened. Effective January 3, 2018, public M&A will be affected by a change in takeover procedures as well as new delisting rules allowing voluntary de-listings from the Vienna Stock Exchange in … 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.

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UK UPDATE – A New Takeover Panel Consultation

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

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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U.S. / U.K. UPDATE: Corporate Governance — the New Paradigm

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

Editor’s Note: This article was authored by Martin Lipton and Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz.

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EUROPEAN UPDATE – Guide to Public Takeovers in Europe 2016-2017

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

Editors' Note: This guide summarises the main characteristics of the French, Dutch, German, Italian, Spanish and UK laws and regulations applying to public takeover offers as they stood at June 2016.

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DUTCH UPDATE – AkzoNobel v. Elliott: landmark case on board conduct in takeover situations

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

Editors’ Note: Contributed by Geert Potjewijd, managing partner at De Brauw Blackstone Westbroek, and a member of XBMA’s Legal Roundtable, and Arne Grimme and Reinier Kleipool, partners at De Brauw Blackstone Westbroek. De Brauw Blackstone Westbroek is a leading Dutch law firm with broad expertise in M&A and governance matters.

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PERUVIAN UPDATE – The Impact of “Lava Jato” on M&A in Peru

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

Editors’ Note:  This post was written by Jose Antonio Payet and Mario Lercari Bueno of Payet Rey Cauvi Pérez, one of Peru’s leading firms with significant experience in foreign investment in Peru.  Mr. Payet is a member of XBMA’s Legal Roundtable.

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CHINESE UPDATE — Cross-border Data Transfer Assessment Measures Released for Public Comment

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

Editors’ Note: Contributed by Fang He, a partner at JunHe’s Beijing headquarters, and by Adam Li, a partner at JunHe’s Shanghai office; both are members of XBMA’s Legal Roundtable. Ms. He specializes in M&A, foreign direct investment and outbound investment from China. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. This article was authored by Ms. Dong Xiao, a partner in JunHe’s Beijing headquarters who specializes in the areas of foreign direct investment, mergers and acquisitions, Internet, high-tech, and data privacy and information law. Associates, Mr. Cai Kemeng and Ms. Guo Jinghe helped with this article.

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