Regions

CANADIAN UPDATE – Canadian Government Announces Further Changes to Foreign Investment Review Process

MAIN ARTICLE The Canadian government continues to propose changes to Canada’s foreign investment review regime under the Investment Canada Act (“ICA”). In its most recent announcement (available here) the government proposes to significantly increase the principal threshold used to determine whether foreign investments will be subject to review under the ICA. The government also published … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  The authors, John Bodrug, Mark Katz and Erika Douglas are partners in Davies Ward Phillips & Vineberg LLP’s Competition and Foreign Investment Review practice.

Please see the earlier article posted below.

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CANADIAN UPDATE – Canadian Government Proposes Important Changes to the Investment Canada Act and Foreign Ownership Restrictions in the Telecommunications Act

Highlights:  The Canadian government proposed amendments to the Investment Canada Act (the “ICA”) that would authorize the Minister of Industry (or Minister of Canadian Heritage, in respect of cultural businesses) to accept a security payment from investors in respect of any possible penalties that a court might order if the investor is subsequently held to … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  The authors, George N. Addy, John D. Bodrug, Mark Katz, Hillel Rosen, Richard Elliott and Anita Banicevic are partners in Davies Ward Phillips & Vineberg LLP’s Competition and Foreign Investment Review practice.

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CHINESE UPDATE – National Security Review – A New and Important Part of the Approval Process for Foreign M&A in China

Highlights: A framework for reviewing foreign M&A transactions which may contain a national security component has been established under several pieces of legislation. The legislation contains a relatively high-level outline of the filing procedure, application documents, as well as a timeline of the review process. The Chinese authorities maintain broad discretion to conduct national security … 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.  Authored by Ms. Janet Hui and Ms. Wei Chen of Jun He Law Offices. Ms. Hui, a partner at Jun He, specializing primarily in antitrust and M&A, and in foreign direct investment, overseas listing and general corporate matters. Ms. Chen, a senior associate at Jun He, has more than 8 years of extensive experience practicing PRC law, specializing in M&A overseas listing and investment and general corporate matters.

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CHINESE UPDATE – Pilot Policy for Building & Leasing Residential Properties on Rural Land

Highlights:  To address issues of sufficient protection for farmers’ property rights, tensions and conflicts arising from land rights, and monopolies on land supply that cause systematic corruption, China’s Ministry of Land and Resources (MLR) approved Beijing and Shanghai to start a pilot program on building and leasing residential properties on rural land. The pilot policy … Continued

Editors’ Note:  Contributed by Adam Li (Li Qi) and Fang He, partners at Jun He and members of XBMA’s Legal Roundtable.  Mr. Li has broad experience in international M&A, capital market and international financial transactions.  Ms. He is very experienced in M&A, outbound investment, foreign direct investment, private equity and intellectual property. Authored by Ms. Yue Tang of Jun He Law Offices.  Ms. Tang, a partner at Jun He, has more than 17 years of experience practicing PRC law, specializing in real estate, foreign direct investment and M&A.

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RUSSIAN UPDATE – Russian M&A Legal and Tax Digest – Q1 2012

Highlights: The paper discusses the strategic developments in the Russian legal and tax landscape that may have an impact on M&A environment. In Q1 2012 issue GBLP discusses the top 6 legal and tax developments that happened during the first quarter of 2012, as well as provides M&A tax and legal tips, including a comparison … Continued

Editors’ Note:  This paper was co-authored by Goltsblat BLP (the Russian practice of Berwin Leighton Paisner) partners Anton Sitnikov, Ian Ivory and Andrey Shpak.  Mr. Sitnikov is Head of Corporate M&A, Mr. Ivory is Head of English Law - Corporate Finance and Mr. Shpak is a Head of Tax Structuring at Goltsblat BLP.

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UK UPDATE – Understanding and Dealing with Hedge Funds and Shareholder Activism Across Europe: The Impact of the Financial Crisis

Executive summary: The attached guide takes a pan-European look at trends and developments through the 2008 financial crisis and in the period since, focusing on: the position of hedge funds: their behaviour, performance and strategies in that period, as well as the changed regulatory landscape they now face, and activist behaviour by both hedge funds … 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.

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CHINESE UPDATE – China to Amend Civil Procedural Law

Highlights: The Draft Amendment contains substantial changes to the Civil Procedural Law, with an aim to solve many practical problems in civil trials from small claims to enforcement. One of the fundamental legislative purposes of the current amendment is to provide more rights to Chinese citizens in civil trials, and to make the country’s civil … 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.  Authored by Mr. Luming Chen. A partner at Jun He’s dispute resolution practice group, Mr. Chen has over 20 years of experience in practicing PRC law, with a focus on international arbitration and cross-border dispute resolution matters. Ms. Qiao Peng, an associate at Jun He, helped prepare the article.

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RUSSIAN UPDATE – Overview of the Key Amendments to the Russian Civil Code

Highlights On April 2, 2012, the Russian President introduced draft amendments to the Civil Code geared towards granting greater freedom in determining the management structure for private companies, execution of shareholders’ agreements, and changing the form of incorporation of legal entities. Rules intended to prevent abuse in corporate and ancillary relations will be introduced. New … Continued

Editors’ Note:  This paper was co-authored by Dmitry Stepanov and Daria Izotova of Corporate and M&A Practice at Egorov Puginsky Afanasiev & Partners.  Mr. Stepanov is actively involved in the improvement of Russian laws and has extensive hands-on experience in corporate law, securities, restructuring and corporate finances, M&A, bankruptcy and arbitration. Most recently Mr. Stepanov was engaged by the Russian Government into fundamental reform of the Russian Civil Code as a co-founder of the Non-Profit Partnership for Advancement of Corporate Law and principal member of the Presidential task force to create an international financial centre in Moscow.

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UK UPDATE – UK Government Confirms Creation of Single UK Competition Authority: Merged Authority to Retain Voluntary Merger Regime

Executive summary: The U.K .government confirms the anticipated merger of the Competition Commission and the competition functions of the OFT into a single Competition and Markets Authority (“CMA”) to be effective by April 2014.  The U.K. government has decided to retain the current voluntary regime of merger notifications, albeit with a tightening of administrative measures. … 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.

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