Regions

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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AUSTRALIAN UPDATE: Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2014

Highlights The Australian public M&A market has seen a resurgence in deal activity over the 12 months to 30 June 2014. The resurgence has been particularly strong in large transactions. FY2014 also saw an increase in competitive bid scenarios. Overall, success rates for transactions remained relatively steady at 64% in FY2014, up from 63% in … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable.  Mr. Podzebenko is a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape. This paper was based on research conducted by Simon Reed, Partner, and Panashi Devchand, Solicitor, at Herbert Smith Freehills.

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U.S. UPDATE: Morrison at Four: A Survey of Its Impact on Securities Litigation

Main Article: The U.S. Chamber Institute for Legal Reform recently published an essay, as part of a report on the litigation of foreign disputes in the U.S. federal courts, detailing the extraordinary impact that the Supreme Court’s landmark decision in Morrison v. National Australia Bank has had on transnational securities litigation. After describing how Morrison … Continued

Editor’s Note:  This article was authored by George T. Conway III of Wachtell, Lipton, Rosen & Katz.

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IRISH UPDATE – New legal regime for Irish companies due in 2015

 Highlights:  New legislation, the Companies Bill 2012 due to become law in early 2015 will consolidate Irish company law into one comprehensive piece of legislation. The new company law regime will offer practical benefits and greater flexibility for Irish companies ranging from allowing companies to be incorporated more efficiently to radical reforms such as the … Continued

Editor’s Note:  Brian O’Gorman specialises in corporate finance with a particular emphasis on mergers and acquisitions, public takeovers, equity capital markets and private equity.  Suzanne Kearney, professional support lawyer at Arthur Cox, contributed to this article.

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