Regions

ISRAELI UPDATE – A Proposed Reform in Israeli Merger Control and Supervision of Authorized Distributors

Executive Summary: Memorandum published by the General Director of the Israel Antitrust Authority earlier this year proposed reform that reflects a considerable expansion in the application of Israeli antitrust law to mergers between foreign corporations, as well as mergers involving Israeli and foreign corporations (including the acquisition of an Israeli corporation by a foreign corporation … Continued

Editor’s Note: David E. Tadmor is a member of XBMA’s Legal Roundtable and the Co-Managing Partner of Tadmor & Co. Yuval Levy & Co.  Mr. Tadmor is recognized as a leading expert in the area of Israeli competition law.  He served as the Director General of the Israel Antitrust Authority (IAA) from 1997 to 2001.  Shai Bakal, head of Tadmor’s Antitrust/Competition group, and Tadmor Antitrust/Competition partner Nava Karavany authored this article with associate Michal Olivero Kornfeld.

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U.S. UPDATE – The Long Arm of Governance Activism: U.S. Investors Look Abroad

Executive Summary: U.S. public pension funds – longstanding proponents of corporate governance and shareholder proposal-style activism in the U.S. – are now allocating increasing amounts of capital throughout the world, and increasingly considering whether and how to globally apply their strategies and tactics for increasing shareholder power, changing governance norms, influencing boards and management teams … Continued

Editors’ Note: This article was co-authored by Adam O. Emmerich and Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz

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BELGIAN UPDATE – M&A Outlook (First Half of 2015)

Highlights: Toward the end of 2014, the Belgian M&A market became increasingly active.  Due to several factors such as a weaker euro, fear on the part of business owners for a tax shift and greater willingness of the banks to finance acquisitions, the positive trend of enhanced M&A activity continued in H1 2015. Private equity … 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. Mr. Callen authored this article along with his colleagues Natalie Reypens and Aldo Engels of Loyens & Loeff’s tax department and Robrecht Coppens, Mathias Hendrickx, Henri Nelen, and Elke Ghesquière of Loyens & Loeff’s corporate and M&A department.

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CHINESE UPDATE – Developments on Foreign Investment Administration – On the Catalogue of Industries for Guiding Foreign Investment (2014 Revision)

Highlights: Foreign investment projects in China are categorized into encouraged, permitted, restricted and prohibited projects.  The 2014 revisions to the Catalogue of Industries for Guiding Foreign Investment were made with the intention to substantially reduce the restricted projects, to loosen the restrictions on foreign shareholding percentage, and to primarily promote the opening-up of the manufacturing … Continued

Editors’ Note:  Contributed by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China.  This article is authored by Jun He partner Catherine Miao and associate Vivian Pan.  Ms. Miao’s practice area includes finance, FDI, enterprise restructuring, M&A, and overseas investment by domestic enterprises.

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Korean Update – M&A in Korea – A Year in Review and Outlook (2015)

MAIN ARTICLE Korea had the strongest and most active M&A market in 2014 during the past five years with a 47% increase in announced deal volume from USD 64.8 billion in 2013 to USD 95 billion in 2014 (based on Bloomberg statistics), and Kim & Chang had the privilege of advising on transactions accounting for … Continued

Editors’ Note: Joon B. Kim is a partner at Kim & Chang. Mr. Kim is an expert in inbound and outbound mergers and acquisitions of public and private companies as well as disputes and investigations relating to foreign direct investment and antitrust issues involving multinational corporations.

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French Update – Recent Legal Developments Affecting French Tender Offers

Executive Summary: 2014 witnessed significant changes to the laws and regulations governing public tender offers in France.  Among the more notable changes were: “passivity rule”: the reversal of France’s 2006 opt-in to the Takeover Directive’s version of the English “passivity rule”; double voting rights: the default rule for listed companies now provides double voting rights for all … Continued

Editors’ Note:  Bertrand Cardi is a partner of Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable.  Mr. Cardi, Benjamin Burman and Forrest Alogna, partners of Darrois Villey Maillot Brochier, authored the following article along with their associate Nicolas Mennesson.  Darrois Villey Maillot Brochier is the leading firm in France in the practice of M&A and Takeovers.

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INDIAN UPDATE – Phase II Combination Investigations by the CCI

Executive Summary: While most merger transactions have been passed by the Competition Commission of India (“CCI”) without conducting a detailed investigation, the CCI has escalated recent combinations to such greater review.  This article examines the procedure of the CCI in relation to so-called Phase II inquiries in proposed combinations and highlights some of the teething … Continued

Editors’ Note:  This is contributed by Zia Mody, founding partner of AZB & Partners and a member of XBMA’s Legal Roundtable.  Ms. Mody has led many of India’s most significant corporate transactions, been recognized by Business Today as one of the Most Powerful Women in Indian Business and received the Economic Times Award for Corporate Excellence as Businesswoman of the Year.

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CHINESE UPDATE – The Draft Foreign Investment Law and Its Impact on VIEs

Executive Summary: China’s Ministry of Commerce released for comment major legislation, the draft Foreign Investment Law, to overhaul the regulation of foreign direct investment.  The article below discusses how these major changes could impacting foreign investment enterprises and variable interest entities. MAIN ARTICLE The best way to understand the draft Foreign Investment Law (“Draft”), circulated by … Continued

Editors’ Note:  Contributed and authored by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China.

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U.S. UPDATE – 2015 Checklist for Successful Acquisitions in the U.S.

Highlights: M&A was robust in 2014, hitting several noteworthy post-crisis high-water marks: total global volume reached US$3.5 trillion, cross-border volume reached US$1.3 trillion (37% of the total) and cross-border M&A involving U.S. companies reached US$770 billion (45% of which was incoming). We expect current trends to continue in 2015, driven, in several key regions, by … Continued

Editors’ Note:  This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton David A. Katz, Scott K. Charles, Ilene Knable Gotts, Andrew J. Nussbaum, Joshua R. Cammaker, Mark Gordon, Eric M. Rosof, Joshua M. Holmes, T. Eiko Stange, Gordon S. Moodie, Raaj Narayan and Francis J. Stapleton.

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CANADIAN UPDATE – Governance Insights 2014

Executive Summary: We are pleased to share with you Davies Governance Insights 2014, the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards, we note that the gender profile of boards reveals a modest increase in female representation, as well … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.

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