Executive Summary: Despite formal agreements for and increased emphasis on international cooperation, there are still significant areas of divergence in how different competition authorities review mergers. This article discusses recent examples of mergers requiring review in multiple jurisdictions and the key practical messages arising therefrom. Main Article: Execution of a global deal can involve a … Continued
Highlights: On 28 February 2014, the State Council of the PRC issued Decision Regarding Revocation of and Amendments to Certain Administrative Regulations (国务院关于废止和修改部分行政法规的决定) (“Decision”) which came into force on 1 March 2014. The effect of the Decision has been to change the previous paid-up registered capital system for companies incorporated in China (including foreign investment … Continued
Executive Summary: Québec’s Task Force on the Protection of Québec Businesses has proposed that companies adopt new measures against unsolicited take-overs, including aggressive measures such as: a variable voting right which would be determined by the length of time a shareholder holds shares of a corporation, enabling boards of target companies to fully exercise their … Continued
Executive Summary: The Panamanian government has engaged in an extensive period of consultations with local and foreign experts, practitioners, professionals and regulators, in a concerted effort to ensure that the jurisdiction continues to embody the highest international standards in terms of functionality and transparency (while preserving confidentiality). To that effect, the Panamanian legislature enacted Law … Continued
French Update – Activist Strategies and Defenses in France Executive Summary: Many of the fundamentals driving increased shareholder activism in the United States and elsewhere are also relevant in France. The disclosure regime under French securities law should permit companies to identify activist investors, their concert parties and their economic exposure, however, French law and … Continued
Highlights: New legislation establishes sanctions to legal entities involved in corrupt and other illegal acts. Among the sanctions are fines that range from 0,1% to 20% of the annual gross revenue and prohibition from receiving public benefits. The law provides for the strict liability of the legal entities. The liability remains in case of mergers … Continued
Highlights: A recent notification of the Securities and Exchange Board of India expressly permitted put and call options in relation to shares of public limited companies, both listed and unlisted. The Reserve Bank of India has clarified that foreign investors can have “optionality” attached to Equity Securities (defined below) so long as such option / … Continued
Highlights The newly-created Spanish “bad bank” (SAREB) has been transferred a EUR 50.8 billion pool of loans and real estate assets from Spanish credit entities that were totally or partially nationalized, as well as the legal mandate to liquidate the entire portfolio in 15 years. A legal framework has been enacted to facilitate the divestment … Continued
Highlights: More than 30% of global M&A in 2013 involved acquirors and targets in different countries, including $134.5 billion of acquisitions in the U.S. by non-U.S. acquirors (a growing 15% of which involved acquirors from emerging economies). Noteworthy cross-border deals in 2013 included Verizon’s $130 billion acquisition of the remaining interest in Verizon Wireless from … Continued
Executive Summary Effective at January 30, 2014, Federal Law 423-FZ dated December 28, 2013 ends regulations requiring the subsequent notification of Russian competition authorities of corporate transactions of minor value as well as some intra-group transactions. The amendments to the merger control regulation would have a positive affect the entire Russian M&A market. Main Article … Continued
