Regions

CHINESE UPDATE – Shanghai Free Trade Zone – Still Much to Expect

Highlights:  The highly anticipated China (Shanghai) Pilot Free Trade Zone (the “Zone”) was officially launched on September 27, 2013, followed by a flurry of implementing rules and measures.  The central government of China expects the Zone to be the country’s testing ground for groundbreaking economic reforms to be extended nationwide in the future.  The most … 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. Authored by Daniel He (He, Kan), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Mr. He is a partner at Jun He, specialized in mergers and acquisitions, foreign direct investment, general corporate law, and regulatory compliance.

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CHINESE UPDATE – Shanghai Pilot Free Trade Zone Open to Certain Media and Entertainment Sectors

Executive Summary: Main Article: The opening ceremony of China (Shanghai) Pilot Free Trade Zone (“Shanghai FTZ”), held on September, 29, 2013, marks the formal operation of Shanghai FTZ.  Liberalization in certain media and entertainment sectors is one of the highlights of the various reforms of Shanghai FTZ.  According to media reports, many listed companies operating … 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.  Authored by Linghu Ming, Counsel at Jun He Law Offices, with assistance of associates Sun Xuan and Zhang Ran.

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Global Update – M&A Outlook: Global Deal Volumes And Appetite Expected To Improve

Executive Summary:  There is a strong consensus global M&A volumes will increase as confidence in the overall economy climbs. Below are the results of Ernst & Young’s Capital Confidence Barometer April 2013 – October 2013.  The Global Capital Confidence Barometer is a regular survey of senior executives from large companies around the world, conducted by … Continued

Editors’ Note: Franny Yao (Yao Fang), who contributed this article, is a Partner & Leader at Ernst & Young in Beijing, responsible for Key Accounts and Government Relations in China. She is a founding director of XBMA and has broad expertise in cross-border M&A, representing major Chinese companies in their global expansion and other strategic drives.

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Polish Update – The Risk of Inaccurate Statements in Representations and Warranties

Executive summary: In transactions involving the sale of shares in companies in Poland, as well as agreements on sale of enterprises or significant assets, the representations and warranties of sellers are becoming more and more extensive. Main Article: The notion of representations and warranties was adopted from common law systems and has become part of … Continued

Editor’s Note: This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable. The authors of this article are Dominika Stępińska-Duch and Paweł Mazur, members of Wardyński & Partners Dispute Resolution & Arbitration Practice.

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EU UPDATE – When Failure Brings Success: A Rare Example of the Failing Firm Defence

Executive Summary:   The European Commission approved a proposed acquisition which would create a merged entity that would be the only producer of naphthenic base and process oils in the EEA.  The Commission’s investigation found that  failure to approve such merger would result in a loss of refinery assets and significantly reduce production capacity in the … 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.  Authored by Ingrid Lauwers and Anna Battersby of Slaughter and May.

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AUSTRALIAN UPDATE: Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2013

Highlights The Australian public M&A market has seen a significant drop in activity over the 12 months to 30 June 2013. After a number of years where the energy and resources sectors were the primary drivers of public M&A activity in Australia, in FY 2013, most activity was in the utilities, industrials, financial services and … 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 Mark Tyler, Senior Associate, at Freehills.

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PANAMANIAN UPDATE – Regulating Corporate Spin-offs in Panama

Executive Summary:  From a commercial perspective, spin-offs can represent incredible opportunities for unlocking shareholder value.  As with any major undertaking, spin-offs require a tremendous amount of planning, and investors and management alike should rightfully strive to achieve predictable outcomes.  Fortunately, the Panamanian legislature has shed some additional light on this subject by recently enacting a … Continued

Editors’ Note: Carlos G. Cordero G. is a senior partner at Alemán, Cordero, Galindo & Lee and a member of XBMA’s Legal Roundtable. Alemán, Cordero, Galindo & Lee is one of Panama’s leading law firms in the offshore area as well as in representing large corporations doing business in Panama. Mr. Cordero concentrates on Commercial Law, Banking and Administrative Law, with specialization in mergers and acquisitions, government contracts and commercial arbitration.

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INDIAN UPDATE – INDIA’S NEW COMPANY LAW – KEY CHANGES IN THE REGIME

Executive Summary:  The Companies Act, 2013 has been highly anticipated and will bring sweeping changes to the extant company law regime. This article covers a general overview of some of the key changes brought about by the 2013 Act.  Topics covered include: New and changed key concepts of control, a promoter, a subsidiary company, associate … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co.  Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India.  This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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INDIAN UPDATE – COMPANIES ACT, 2013 – IMPACTING M&A DEALS

Executive summary: The Companies Act, 2013 (“2013 Act”) was expected to simplify life for corporate India, strengthen corporate governance norms and make India an attractive and safe investment destination. Introduced with the objective of consolidating and amending the existing law applicable to companies, the 2013 Act contains 470 clauses as opposed to nearly 700 sections … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co. Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India. This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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SPANISH UPDATE – Information Exchange in the Framework of a Merger

Highlights: Prior to the authorization of a merger by the relevant authorities, the exchange of information between them, while a crucial part of the deal, might be considered in certain circumstances a violation against proceeding with a merger without authorization.  Outlined below are some of the precautions to be taken in order to avoid a … Continued

Editors’ Note:  This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable.  As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in corporate, banking, finance and securities transactions at the top end of the market.  Edurne Navarro, the partner in charge of Uría Menéndez’s Brussels office, authored this article.  Ms. Navarro’s practice focuses on EU and Spanish competition law, as well as trade law.

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