Executive Summary: In cross-border acquisitions, more than one country’s tax rules will apply. English law is frequently chosen to govern such transactions. This article highlights a number of the main tax issues arising in cross-border share and asset purchases, and discusses how some of these issues can be eliminated or mitigated through efficient structuring or … Continued
Executive Summary: In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead. The dominant theme is the shareholder. Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the … Continued
Highlights: Chinese firms too often announce deals and are then unable to follow through. According to a study (forthcoming) by Olga Hawn of Duke University, cross border deals involving Chinese companies are almost twice as likely to break down (15% of the time) as deals involving companies from other BRICS countries (8%) and three times … Continued
Executive Summary: The MHQ laws create a comprehensive scheme for multinational corporations seeking to establish a global or regional headquarter in Panama. Multinational corporations are now opting to setup operations in Panama as a staging point for pursuing their pan-LatAm strategies (Panama playing a similar role to Singapore and Hong Kong in the Asian market). … Continued
Highlights: Since the implementation of the Japan Fair Trade Commission’s business combination investigation procedures, two large mergers have passed anti-trust approval: SMI’s merger into NCS to form the largest steel company in Japan and second largest in the world, and the merger of the TSE Group and the OSE, Japan’s two largest financial instrument exchanges. … Continued
Highlights: While the Danish takeover regime is based on the EU Takeover Directive, it includes regulation specific to Denmark which should be considered prior to making investments in Danish companies with shares listed on a regulated market. The Danish rules are specific on main areas such as in terms of what constitutes a controlling influence, … Continued
Highlights: The Ministry of Commerce of the PRC promulgated a new regulation allowing foreign investors to use equity held in a PRC company to invest in the capital of other PRC companies. Main Article: On September 21, 2012, the Ministry ofCommerce of the PRC (“MOFCOM”) released the Interim Measures for the Administration of Capital Contribution … Continued
Highlights: Revised guidelines for investments by foreign state-owned enterprises (SOEs) that are subject to a net benefit review under the Investment Canada Act (ICA) were contemporaneously announced with the approval of investments by CNOOC Limited, a Chinese SOE, to acquire Nexen Inc., and by Petronas, a Malaysian SOE, to acquire Progress Energy Resources Corp. The … Continued
Highlights: Recent efforts to impose quotas for women directors for companies in the European Union has provoked controversy not only as to the optimal gender balance of boardrooms but also as to whether a quota system is a fair or effective way to achieve the underlying objective of women’s full and equal participation in corporate … Continued
Highlights: SAFE recently released a Circular easing foreign exchange control in the following major aspects: foreign exchange account opening and fund remittance, reinvestment by FIEs in China, investment by foreign investors’ domestic vehicles, outbound foreign exchange payment and outbound investment by domestic entities, which cover a wide range of major FDI and M&A activities relating … Continued
