Regions

DANISH UPDATE – Compulsory Redemption of Shares Issued by Danish Distressed Banks

Highlights: Under Danish law, a majority shareholder owning at least 70% of the shares in a distressed bank is entitled to acquire the remaining shares by way of compulsory redemption subject to certain conditions. In a recent case the Danish Supreme Court has decided that treasury shares must be included when calculating the total number … Continued

Editors’ Note: Dan Moalem is a founding partner of Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark.  He is an expert on M&A and capital markets transactions in Denmark, including representation of foreign acquirors and investors entering the Danish market.  This paper was co-authored by Henning H. Thomsen, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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RUSSIAN UPDATE – Guide To Using Offshore Holding Companies For Russian IPOs

Highlights: A key step in planning for an IPO is choosing the location in which to establish the holding company to list on a foreign exchange.  Offshore holding companies are often used for Russian IPOs to increase investor comfort, avoid an extra layer of tax or tax compliance costs, avoid stamp duties in certain jurisdictions … Continued

Editors’ Note: This paper was co-authored by Goltsblat BLP (the Russian practice of Berwin Leighton Paisner) partner Ian Ivory, Head of English Law – Corporate Finance, and Tatiana Parshak, senior associate in Banking & Finance. They often represent international companies in connection with their investments in Russia.

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RUSSIAN UPDATE – Strategic Crisis Management for Russian Deals

Executive Summary:  From time to time all businesses experience unforeseen legal issues and disputes which may quickly escalate into a crisis if not dealt with properly and in good time.  This article suggests eight points to consider when developing a strategy to deal with a potential crisis, and may be particularly useful for foreign investors … Continued

Editors’ Note: This paper was co-authored by Goltsblat BLP (the Russian practice of Berwin Leighton Paisner) partners Ian Ivory, Head of English Law – Corporate Finance, and Simon Allan, Head of Banking and Finance. They often represent international companies in connection with their investments in Russia.

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Canadian Update: Government Rejects Petronas-Progress Transaction: Is Rejection the New Reality for Foreign Investors?

Highlights: Recently, the Canadian federal government has been particularly solicitous of foreign investment involving state-owned enterprises (SOEs), so it was a surprise when the governmental rejected, for the first time, a proposal by an SOE in the oil and gas sector. The process for such approval is not transparent, but it would be prudent to … 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.  The article was authored by Osler partners, Peter Glossop, a leading advisor on foreign investment review in Canada, and Frank Turner, National Co-Chair of Osler’s Corporate Group and an expert in advising sovereign wealth funds and state-owned enterprises all over the world on acquisitions and investments in Canada.

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INDIAN UPDATE – The Competition Commission of India’s Approach to Penalties: The Need for Guidelines

Highlights:  Recently, the Competition Commission of India (“CCI”) has been imposing significant penalties in the range of 5% to 10% of the turnover of enterprises violating India’s Competition Act, 2002.  In one cartel case, CCI imposed a penalty equivalent to 50% of the profits made by the concerned enterprises. CCI’s increasing penchant for imposing significant … Continued

Editors’ Note:  This is contributed by Zia Mody, founding partner of AZB & Partners and a member of XBMA’s Legal Roundtable.  Ms. Mody has led many of India’s most significant corporate transactions, been recognized by Business Today as one of the Most Powerful Women in Indian Business and received the Economic Times Award for Corporate Excellence as Businesswoman of the Year.

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LATIN AMERICAN UPDATE – Outbound Investments Into Latin America – A pan-American overview for Chinese investors

This contribution is based on the Guide first published by China Law & Practice, in association with International Financial Law Review, Hong Kong, 2011.[/stextbox] Highlights: Latin American markets have put in a stellar performance in recent years and present ever-growing business opportunities to Chinese investors, as China becomes increasingly active and influential in the region. … Continued

Editors’ Note:   This paper was contributed by Juan Martín Perrotto, Managing Partner of Uría Menéndez’ Beijing office and a member of XBMA’s Legal Roundtable.  It is co-authored by Juan Martín Perrotto and Verónica Iezzi, another senior lawyer based in the Beijing office of Uría Menéndez and benefits from the contributions made by other lawyers at Uría Menéndez’ Latin American offices (Buenos Aires, Chile, Sao Paulo, Lima and Mexico City) and from the leading independent firms of the group in Argentina (Marval, O’Farrell & Mairal), Bolivia (C.R.&F. Rojas Abogados), Brazil (Dias Carneiro Advogados), Chile (Philippi, Yrarrázaval, Pulido & Brunner), Colombia (Brigard & Urrutia Abogados and prietocarrizosa), Ecuador (Pérez, Bustamante & Ponce Abogados), Mexico (Galicia Abogados), Peru (Payet, Rey, Cauvi Abogados), Uruguay (Guyer & Regules) and Venezuela (Araque Reyna Sosa Viso & Asociados).

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AUSTRALIAN UPDATE – Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2012

Highlights The Australian public M&A market has seen more restrained activity in the 12 months to 30 June 2012, in line with global trends. The energy and resources sectors continue to dominate public M&A in Australia, accounting for about 50% of transactions. Success rates for transactions increased to 81% in FY2012, while the percentage of … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable, and Linda Sweeney, solicitor.  Mr. Podzebenko and Ms. Sweeney are members of 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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CHINESE UPDATE – Chinese Antitrust Regulators Vow to Increase Transparency

Highlights:  China’s two governmental regulators for anti-monopoly conducts in China announced that they will increase the transparency of their enforcement actions under the Anti-Monopoly Laws. One head of SAIC discussed its future goals: (1) to investigate those typical antitrust cases having serious impact on market competition; (2) to investigate monopoly conducts of public utility enterprises … 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.

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SINGAPOREAN UPDATE – Competition Commission of Singapore Amends Merger Guidelines

Highlights: The Competition Commission of Singapore (“CCS”) has published its revised Guidelines on Merger Procedures 2012 and they came into effect on 1 July 2012. The changes provide further guidance to parties on determining whether a merger is likely to result in a substantial lessening of competition. They also set out a new procedure for … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable.  The author is Ameera Ashraf, head of WongPartnership’s Competition & Regulatory Practice.

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PANAMA UPDATE – New Legislation Creates Panama’s Sovereign Wealth Fund

Executive Summary: The product of an extensive canvasing of sovereign wealth funds from around the world and a review of their respective best practices, Panama’s new National Savings Fund provides the government with a sophisticated and transparent investment vehicle to manage the country’s surpluses. Main Article: Riding off of an unprecedented period of prosperity and … 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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