Regions

SINGAPOREAN UPDATE – Proposed Changes to the Singapore Code on Takeovers and Mergers

Highlights: Changes have been proposed to the Singapore Code on Take-overs and Mergers (“Code”). The main changes include updating the language of the Code to incorporate current practices on the takeover of real estate investment trusts and business trusts, setting out when collective shareholder action amounts to acting in concert, and dealing with joint offers … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable. It was authored by Andrew Ang, Deputy Head of WongPartnership’s Corporate/Mergers & Acquisitions Practice. Ms. Eng and Mr. Ang are leading experts in both domestic and cross-border M&A in Singapore and other jurisdictions in Southeast Asia.

More

MEXICAN UPDATE – Public Private Partnerships Act

Highlights:  On January 16, 2012, the Public Private Partnerships Act (“PPP Act”) was published and amendments were made to several related laws (the Law of Acquisitions, Law of Public Works, Expropriation Law, and National Assets Law) with the intention to consolidate a market practice that has been carried out without a clear legal framework. The … Continued

Editors’ Note:   Contributed by Manuel Galicia Romero, a founding partner of Galicia Abogados and a member of XBMA’s Legal Roundtable. Mr. Galicia, who was involved in the negotiation of the North American Free Trade Agreement (NAFTA), is a leading expert in international transactions in Mexico. Authored by Juan Pablo Cervantes, a member of Galicia Abogados and an international business lawyer actively involved in the promotion of trade and investment between Mexico and numerous countries, particularly from Asia.

More

UK UPDATE – Challenges And Opportunities Of The Increasingly Regulated World: The View From London

Executive summary:  The linked memorandum identifies the issues facing financial institutions that do not have sufficiently positive and proactive relationships with their regulators to influence the ways in which new regulatory principles and rules will be applied to them, explains how some of the traditional responses of financial institutions to regulatory change are now outdated, … Continued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.  The paper was authored Slaughter & May partners Ruth Fox, Jan Putnis and Ben Kingsley.  Ms. Fox heads the Financial Regulation Group, which she was instrumental in establishing.  Her practice covers a wide range of commercial transactions.  Mr. Putnis’ practice focuses on financial regulation, with particular emphasis on corporate and commercial transactions. Mr. Kingsley advises a broad range of financial institutions and non-financial firms on regulatory matters.

More

BRAZILIAN UPDATE – Debenture financing for infrastructure projects, R&D and innovation – Reduced income tax

Highlights:  New legislation reduces the income tax applicable to income from debentures issued by special purpose companies (SPCs) incorporated to carry out infrastructure investment projects or projects for intensive economic production in research, development and innovation that are deemed “priorities” by the federal government. Legal entities domiciled in Brazil are subject to a 15% tax … Continued

Editor’s Note:  This update comes from Francisco Antunes Maciel Müssnich (founding partner) from Barbosa, Müssnich & Aragão Advogados.  Francisco Müssnich is a member of XBMA’s Legal Roundtable, and a leading expert on Brazilian corporate and M&A matters.  This paper was jointly authored by the firm’s Capital Markets and Tax teams.

More

RUSSIAN UPDATE – Changes to the Rules Governing Foreign Investment in Russian Strategic Companies

Highlights:  New amendments to the Federal Law on Foreign Investment in the Russian Federation and the Federal Law on Foreign Investment in Companies of Strategic Importance for National Defence and Security generally improve the environment for foreign investments in Russian strategic companies. Transactions involving international financial institutions set up in accordance with international treaties of … Continued

Editors’ Note:  This paper was submitted by Andrey Goltsblat and co-authored by Goltsblat BLP partner Anton Sitnikov and head of group Evgeny Danilov. Mr. Goltsblat is a member of the XBMA Legal Roundtable and a leading expert on Russian M&A, having completed more than US$25 billion of transactions in the last two years. Anton Sitnikov heads up the corporate practice of Goltsblat BLP, with expertise in M&A, private equity, capital markets, restructuring, and complex cross-border transactions with particular focus on the oil and gas sector, mining, the food industry, the services sector, banking & finance, telecoms, industrial manufacturing, and various other sectors.

More

CHINESE UPDATE – MOFCOM Clears Seagate/Samsung Deal – with conditions

Highlights:  The Chinese Ministry of Commerce (MOFCOM) conditionally approved Seagate’s acquisition of Samsung’s hard disk drive business, making it the 4th conditional approval of this year and the 10th conditional approval by MOFCOM since China’s Anti-Monopoly Law went into effect. While MOFCOM still relies heavily on market share and market structure, it also takes in … Continued

Editors’ Note:  Susan Ning, a member of XBMA’s Legal Roundtable, co-authored this paper with Ji Kailun and Yin Ranran also of King & Wood.  Ms. Ning heads King & Wood’s 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.

More

CANADIAN UPDATE – Supreme Court of Canada Rejects Proposed Legislation for a National Regulator

Highlights:  The Supreme Court of Canada issued a unanimous decision that the proposed federal Canadian Securities Act, as currently drafted, is unconstitutional as it is not a valid exercise of the Federal Government’s power to regulate trade and commerce. The Court expressly noted that there were specific aspects of the Act aimed at addressing matters … 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.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  This paper was authored by Luis Sarabia and Brett Anderson.  Mr. Sarabia is a litigation partner in the general corporate/commercial practice of Davies Ward with significant expertise in securities and mining litigation.

More

DUTCH UPDATE – New Legislation on Management and Supervision of Dutch Companies

Executive Summary/Highlights: New legislation, expected to become effective on July 1, 2012, introduces for the first time one-tier Dutch board structure, a single board comprising both executive and non-executive directors, as an alternative to the historical Dutch two-tier board structure where there is a management board and a separate supervisory board. Once the new bill … Continued

Editors’ Note:  Kees Peijster and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  They co-authored this paper with Marin van Olffen, who is also a partner at De Brauw Blackstone Westbroek.  De Brauw Blackstone Westbroek is a leading Dutch M&A firm with broad expertise in Dutch governance matters.

More

SPANISH UPDATE – Trends and Prospects in Spanish M&A

Highlights: One of the key drivers of the M&A sector in Spain in 2011 was the restructuring of the Spanish financial sector.  This process is still ongoing and represents an opportunity for foreign investors interested in acquiring strategic interests in the Spanish banking sector, entering the market on a stand-alone basis through asset purchases or … Continued

Editors’ Note:  This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable.  As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in complex corporate, banking, finance and securities transactions at the top end of the market.  Javier Ruiz-Cámara, of counsel at Uría Menéndez, authored this article.   Mr. Ruiz-Cámara’s practice focuses mainly on M&A, financings and restructurings in Europe and Latin America.

More

AUSTRALIAN UPDATE – Australian Regulatory Response to Chinese Investment Opportunities and Challenges

Highlights: Chinese state owned enterprise investment into Australia’s resources sector is helping create unprecedented high-levels of M&A activity. In recent years, Australia’s Foreign Investment Review Board has taken steps to balance the benefits and risks created by this influx by successive revisions or elaborations of the foreign investment policy, amendments to the regulatory framework and … Continued

Editors’ Note:  This paper was co-authored by Jeremy Low, Partner, and Andrew Wong, Senior Associate, at Allens Arthur Robinson.  Mr. Low specialises in mergers and acquisitions, corporate restructurings and corporate governance.  Mr. Low was based in the Allens Shanghai office from 2002 to 2006.  It was contributed by Ezekiel Solomon and Guy Alexander of Allens.  Mr. Solomon, who is a member of XBMA’s Legal Roundtable, has long-ranging global M&A experience and his expertise is in high demand from Australian, United States, Korean and Japanese corporations seeking his advice on the structuring, negotiation, financing and documenting of major energy and resource development projects, joint ventures and acquisitions, as well as negotiations with governments in Australia and Asia.  Mr. Alexander is the National Co-Head of Allens' M&A and Equity Capital Markets practice and has been a member of the Takeovers Panel (established under Australian corporations and securities law to consider disputes in relation to takeovers and other acquisitions of substantial interests in, Australian companies) since 2004.

More

Previous

Page 29 of 34

Next