Regions

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.

More

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.

More

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.

More

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.

More

AUSTRALIAN UPDATE – Disclosure of Informal Approaches by Bidders

Highlights: Recently, there has been a trend towards Australian listed companies disclosing to the market initial confidential approaches by bidders because of concerns that this was necessary to satisfy their continuous disclosure obligations under the Australian Stock Exchange’s listing rules. Changes to the Australian Stock Exchange’s listing rules and guidance taking effect from 1 May … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable and a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape. The author is Rodd Levy, partner, at Herbert Smith Freehills. Rodd is a member of Herbert Smith Freehills’ Corporate Group, specialising in mergers and acquisitions and is the author of Takeovers Law & Strategy, 4th edn.

More

Polish Update – The Importance of Analyzing Legal Title to Shares in the Acquisition of Polish Companies

Executive summary Before the transaction, the buyer usually performs a legal examination of the company whose shares are to be traded (directly or indirectly, for example through the acquisition of shares in the parent company). When assessing the legal importance of examining the legal title to shares it should be kept in mind that in … Continued

Editor’s Note: This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable.  The co-authors of this article: Izabela Zielińska-Barłożek, co-head of the Mergers & Acquisitions Practice, and Jarosław Grykiel, PhD, specialize in Polish corporate law in cross-border transactions.

More

UK UPDATE – Recent Changes to the UK’s City Code on Takeovers and Mergers

Executive Summary:  Recent amendments to the UK’s City Code on Takeovers and Mergers, the main rules governing takeovers in the UK, are discussed below.  The most significant changes resulting from these amendments are: (i) it will allow offerors to engage in early and have increased involvement with the offeree’s pension trustees in an offer; and … 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.

More

Chinese Update – Cross Border Transactions – How Many Hardships does China Need to Overcome?

Executive Summary:  This article discusses some of the disadvantages unique to Chinese companies and how such constraints have impeded the momentum of China’s quest for a deserving piece of the international M&A market. Main Article People frequently observe the cultural barriers which the Chinese companies find difficult to overcome in relation to China’s nascent outbound … 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.  The author, Mr. Rupert Li of King & Wood Mallesons, practices in cross-border M&A, strategic corporate investments, and securities transactions. Mr. Li has been nominated as one of Asia’s leading lawyers for 2008 and 2009 by ALB, and is one of their 2009 Leading 25 Asia M&A Lawyers.

More

Canadian Update – Surprise Investment Canada Proposals for Review of Investments by SOEs

Highlights: The Canadian Federal government has introduced proposed (and unanticipated) changes to the Investment Canada Act  (“ICA”) to further scrutinize a wider range of state owned enterprise (“SOE”) investments in Canada.  It is proposed that the black letter ICA review threshold rules be replaced by a control in fact examinations in determining if ICA should … Continued

Editors’ Note:   This article was contributed by Christopher Murray, a partner of Osler and leader of Osler’s Asia-Pacific initiative whose practice focuses on public company M&A as well as corporate finance principally involving REIT Income Funds, mining and energy businesses.  This article was authored by Osler partners Michelle Lally, Peter Glossop, Peter Franklyn, Shuli Rodal and associate Matthew Anderson in Osler’s highly regarded Competition and Antitrust group.

More

AUSTRALIAN UPDATE – Protection of Foreign Investment in Australia

Highlights: Australia has entered into a number of investment treaties with other nations to reduce sovereign and political risks for foreign inbound and outbound investments. Typical treaty protections include protection against uncompensated expropriation, rights to fair treatment, protection against physical harm and non-discrimination. Modern investment treaties commonly allow foreign investors to sue the host state … Continued

Editors' Note: This report was contributed by Philip Podzebenko, a member of XBMA's Legal Roundtable and a member of Herbert Smith Freehills' Corporate Group. The authors are Donald Robertson, partner, Leon Chung, senior associate, and Anne Hoffman, senior legal associate, at Herbert Smith Freehills. Don, Leon and Anne are members of Herbert Smith Freehills' Litigation Group, specialising in cross-border and investor-state disputes.

More

Previous

Page 22 of 34

Next