Regions

SOUTH AFRICAN UPDATE – The Private Equity Review (2013 Edition)

Executive Summary: This article provides an update on the legal framework and regulatory developments for fundraising by fund managers from third parties who invest into closed-ended funds domiciled in South Africa.  While private equity fundraising activity and the success rate thereof has not returned to 2006–2007 levels, the relatively expensive level of equities on the … Continued

Editors’ Note: This article was contributed by Michael Katz, chairman and senior partner of Edward Nathan Sonnenbergs and a member of XBMA’s Legal Roundtable. It was authored by Edward Nathan Sonnenbergs directors Johan Loubser, Jan Viviers and Andrea Minnaar.

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GERMAN UPDATE – Private Equity Reacting Flexibly

Highlights: The private equity business it has recovered to a constant level.  In 2012, private equity transactions related to Germany reached a total volume of approx. EUR 5.8B. Other than in the United States, volumes and conditions have not returned to their levels of before 2007, but there is development in this direction. Following 2007, … Continued

Editors’ Note: Dr. Christof Jäckle and Dr. Emanuel Strehle are members of XBMA’s Legal Roundtable and Partners at Hengeler Mueller—a leading German firm in the M&A and corporate arena. This article is co-authored by Hengeler Mueller partners Dr. Emanuel P. Strehle and Dr. Hans-Jörg Ziegenhain.

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CANADIAN UPDATE – 2013 Canadian Capital Markets Report: Looking Back, Looking Forward

Executive Summary:  Capital markets in Canada have followed the trend experienced in global capital markets recently, showing mixed results. A measured level of optimism for economic rebound in some parts of the World in the last year or so was tempered by the continued European debt crises and the fears regarding the U.S. fiscal cliff. … Continued

Editors’ Note:  This article 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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CHINA UPDATE – Workers at Cooper Chengshan Oppose Acquisition by Apollo Tyres: Importance of proactively addressing employees’ concerns

Highlights: Following the PepsiCo-Tianyi transaction, where the acquisition aroused mass protests from workers of PepsiCo bottling factories and ended up with significant unexpected expenses paid to the employees, the Cooper-Apollo transaction is now facing similar challenges.  It highlights the importance of addressing employees’ concerns proactively at the early stage, to ensure smooth consummation of an … 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, with assistance of associates Cui Yu and Justin Xu.  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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CHINA UPDATE – Chinese Court Refuses to Enforce an Arbitral Award Rendered by Post-Separation CIETAC Branch – Suggestions for Drafting Arbitration Agreements

Highlights: The recent separation of the two former branches from the well-known Chinese arbitration institution-CIETAC and the branches’ establishment as independent arbitration institutions have brought confusion to the domestic and international arbitration community and businesses with regard to some arbitration agreements providing for arbitration at a CIETAC branch. The recent judgments of two Chinese courts … Continued

Editors’ Note: Contributed by Fang He, a partner at Jun He and a member of XBMA’s Legal Roundtable.  Ms. He has broad experience in M&A, outbound investment, foreign direct investment, private equity and intellectual property.  This article was authored by Christine Kang, Stanley Wan and Mark Chu of Jun He Law Offices. Ms. Kang is a partner of Jun He Law Offices. She has over 15 years’ experience in international arbitration and dispute resolution. Ms. Kang is also a listed arbitrator on the Panel of Arbitrators of some major international arbitration institutions including CIETAC.  Mr. Wan and Mr. Chu are senior lawyers of Jun He Law Offices.

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ISRAELI UPDATE – Public Investment in Hi-Tech Companies

Executive Summary: The Committee for Encouragement of Investments in Public Companies Engaged in R&D, formed by the Israeli Securities Authority, has recommended adopting three main solutions aimed at encouraging public funding of hi-tech companies: promoting IPOs of relatively large hi-tech companies; facilitating the establishment of publicly-traded venture capital funds and encouraging the establishment of publicly … Continued

Editor’s Note:  David E. Tadmor is a member of XBMA’s Legal Roundtable and the Managing Partner of Tadmor & 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.  Yoel Neeman is the head of Tadmor & Co.'s Corporate and M&A groups with extensive experience in cross-border transactions. This update is written by Yaniv Aronowich, a partner at Tadmor & Co.'s corporate group.

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RUSSIAN UPDATE – A Case Study Guide to M&A Transactions in Russia

Executive Summary:  Goltsblat BLP has published a Case Study Guide to M&A Transactions in Russia that covers the full M&A process in Russia, from the initial negotiations and heads of terms, right the way through to completion and post-completion matters. Some of the highlights include: Preparation for sale, negotiating the initial terms and forming the … Continued

Editors’ Note: Andrey Goltsblat is a managing partner of Goltsblat BLP and a member of XBMA’s Legal Roundtable.  Goltsblat BLP partners Ian Ivory and Anton Sitnikov authored a Case Study Guide to M&A Transactions in Russia, with Andrey Goltsblat as editor.

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GERMAN UPDATE – What Managers of Private Equity Funds should know about the new German Investment Law

Executive Summary New notification and disclosure requirements will apply to managers of private equity funds under the German AIFMD implementing legislation. Managers of private equity funds will also be subject to asset stripping restrictions regarding European target companies. The new rules will apply not only to German domiciled funds, but also to EU and non-EU … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  Hengeler Mueller partner Christian Schmies authored this article.  Hengeler Mueller is the leading German firm in the M&A and corporate arena.

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Czech Republic Update – Re-codification and Entrepreneurship

EXECUTIVE SUMMARY: Three new laws re-codifying Czech private law are set to change the country’s current legal order entirely. The current order will be abolished entirely and replaced with new laws. As one of the largest legal overhauls of the Czech Republic’s laws in recent decades, this development is indeed an admirable achievement. The article … 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.  This article is written by Mr. Miroslav Gejdoš of Schönherr, Prague.

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Chinese Update: How U.S. – Listed Chinese Companies Should Respond to Accounting Fraud Allegations

Since the end of 2010, a number of China-based companies that have engaged in reverse mergers were accused of committing accounting fraud, resulting in a suspension in trading or even delisting. They have also been under investigation by U.S. authorities for violating securities laws or found themselves targeted by class action lawsuits represented by U.S. … Continued

Editors’ Note:  Susan Ning, a member of XBMA’s Legal Roundtable, contributed this paper.  Ms. Ning heads King & Wood Mallesons’ International Trade and Antitrust and Competition Group and is widely recognized as one of the leading experts in the field, with many years of experience working with MOFCOM to secure merger clearance.  This article was authored by King & Wood Mallesons partners Harry Liu and Meg Utterback, and associate Yu Simin, the firm’s Dispute Resolution Group, Shanghai Office.

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