Regions

SOUTH AFRICAN UPDATE – Investing in South Africa’s Mining Industry

Highlights: The calls by the Youth League of the African National Congress for the nationalisation of mines has been much talked about but on balance is very unlikely to occur. Most of the recovery and growth in global steel production is attributable to China’s phenomenal growth with non-Chinese production not yet recovering to pre-crisis levels. … Continued

Editors’ Note:  This paper was contributed by Michael Katz, chairman and senior partner of Edward Nathan Sonnenbergs and a member of XBMA’s Legal Roundtable.  It was authored by Otsile Matlou, head of Edward Nathan Sonnenbergs’ Mining and Resources Department and an expert in the field.

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DANISH UPDATE – Danish Disclosure Obligations Potentially Broader Than Other European Countries in M&A Context

Highlights:  Under Section 27 of the Danish Securities Trading Act, inside information must be disclosed by an issuer at the earlier of (i) the coming into existence of the relevant circumstances or occurrence, albeit not yet formalised, (ii) the disclosure of the inside information to a third party, or (iii) a leakage of the inside … 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 Lennart Meyer Østenfjeld, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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AUSTRALIAN UPDATE – Deal Landscape, Deal Structures and Origin of Bidders in Australian Public M&A in 2011

Highlights:  The market for Australian public mergers & acquisitions (M&A) has seen a strong resurgence in the two financial years since the GFC, both in terms of the number of deals being done but also in terms of their value. Success rates are also on the increase, with 70% of announced deals ultimately resulting a … Continued

Editors’ Note:  Mark Rigotti, Freehills’ managing partner and a member of XBMA’s Legal Roundtable, is one of Australia’s leading international legal advisors.  This paper was authored by Simon Reed, Partner, and Mark Tyler, Senior Associate, at Freehills.  Mr. Reed advises on general corporate matters including public company takeovers and private mergers and acquisitions and is a member of Freehills’ Corporate Group which is at the forefront of developments shaping Australia's corporate landscape.

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RUSSIAN UPDATE – Changes in Russian Foreign Investment Regulations To Ease Restrictions

Executive Summary/Highlights: On November 16, 2011, President Dmitry Medvedev signed into law amendments to the Federal Statute “On the Procedure of Foreign Investment in Businesses with Strategic Importance for the Defense of the Country and the Security of the State” (Strategic Companies Statute). The amendments are expected to ease the stringent restrictions that Russia puts … Continued

Editors’ Note:  Dimitry Afanasiev is Chairman of the Partners Committee at Egorov Puginsky Afanasiev & Partners and a member of XBMA’s Legal Roundtable.  Mr. Afanasiev, a widely recognized leading international lawyer and business advisor, serves on the board of United Company RUSAL and is founding member of the Russian – American Business Council.   This paper is authored by Arkady Krasnikhin, Partner, and Viatcheslav Yugay, Associate, at Egorov Puginsky Afanasiev &Partners.  As one of Russia’s leading M&A experts, Arkady Krasnikhin has significant experience in representing major Russian and foreign giants on acquisitions of stakes, structuring complex corporate transactions and advising on inward investment regulations in different sectors including oil & gas and metallurgical sector.

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JAPANESE UPDATE – Revision of Business Combination Investigation Procedures Under Antimonopoly Act Could Influence Cross-Border Deals’ Timing and Best Practices

Highlights: The Japan Fair Trade Commission (JFTC) has abolished the prior consultation procedures and revised the Guidelines to the Application of the Antimonopoly Act Concerning Revision of Business Combination in order to enhance predictability. Under the New Policies, JFTC must implement consultation upon receipt of notification, and the business combination reviews are unified in the … Continued

Editors’ Note:  Masakazu Iwakura is a partner at Nishimura & Asahi and a member of XBMA’s Legal Roundtable. This paper was co-authored with Kenta Ogata and Marques Johnson, also of Nishimura & Asahi. As one of Japan’s leading M&A practitioners, Masakazu Iwakura has handled a variety of groundbreaking M&A transactions and also serves as Professor at Hitotsubashi University Graduate School of International Corporate Strategy and as an independent member of the board of directors of NIDEC Corporation, listed on the Tokyo Stock Exchange and New York Stock Exchange.

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UK UPDATE – A Guide to Takeovers in the United Kingdom

Executive summary:  The linked memorandum is a general guide to takeovers of UK incorporated and listed companies subject to The City Code on Takeovers and Mergers.  It first describes the UK bodies which regulate takeovers of such companies and then summarizes the more important legislation and rules under which they do so. Click here to … Continued

Editors’ Note:  Nigel Boardman’s October 3, 2011 post focused on the UK’s response to the Cadbury takeover, through adoption of a revised edition of the UK Takeover Code on September 19, 2011.  This follow-up post provides Slaughter and May’s updated Guide to Takeovers in the UK, a valuable reference based on Slaughter’s leadership and deep expertise in the area.

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POLISH UPDATE – Involvement of Employees in Polish Cross-Border Mergers

Executive Summary/Highlights:   Under Polish law, which implements Directive 2005/56/WE of the European Parliament and Council dated 26 October 2005, employee participation in the bodies of an acquiring or newly founded  company created through a cross-border merger can follow one of two models: first, employees may be granted the right to select a certain number of … Continued

Editors’ Note:  This update comes from Tomasz Wardyński, founding partner of Wardyński & Partners and a member of XBMA’s Legal Roundtable.  He and his co-authors, Agata Miętek and Dr Szymon Kubiak, specialize in Polish employment law and cross-border transactions.

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CHINESE UPDATE – China’s Updated National Security Review Regime for Foreign Domestic M&A Unveiled

Executive Summary/Highlights: Under China State Council’s recent Notice, the National Security Review regime will only apply to foreign domestic deals where (a) the target domestic business is involved in a business that concerns national defense security; or; (b) the target domestic business is involved in a business that concerns national economic security, and the foreign … Continued

Editors’ Note: Susan Ning, a member of XBMA’s Legal Roundtable, co-authored this paper with Huang Jing, 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.

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CHINESE UPDATE – China’s Next 30 Years: From “Scale Dividend” to “Productivity and Institutional Dividend”

Highlights: Dr. Qin argues that 2010 marked a major turning point for the Chinese economy, reflecting the end of 30 years of high speed growth.   China’s aging population and decelerating urbanization and the impending global rebalancing will require China to shift gears from an export dependent model to a more internally focused economy.  The theme … Continued

Editors’ Note:  This presentation was authored by Dr. Qin Xiao, Chairman of the Board of the Boyuan Foundation and a current member of the 11th National Committee of Chinese People’s Political Consultative Conference.  While the presentation is general in nature, it could prove useful in forming a strategy for doing deals with Chinese companies in the years to come.  Dr. Qin has extensive experience with Chinese businesses and markets.  Among other roles, he currently serves as an independent non-executive director at AIA Group Limited, China Telecom, HKR International Limited, and China World Trade Center Co. Limited, and as Chairman of China Merchants Group and China Merchants Bank, President and Vice Chairman of China International Trust and Investment Corporation (CITIC), and Chairman of CITIC Industrial Bank.  Dr. Qin received a Ph.D. degree in Economics from the University of Cambridge.

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ARGENTINE UPDATE – Trends and Developments in Argentine M&A

KEY POINTS: Despite Argentina’s high inflation and a lack of certain structural reforms, there has been an increase in the M&A activity in the country during 2011. This increase has mainly been driven by strategic investors and to a lesser degree by venture capital and private equity funds attracted by Argentina’s GDP robust growth and … Continued

Editors’ Note:  Santiago Carregal is a partner at Marval, O' Farrell & Mairal and a member of XBMA’s Legal Roundtable.  In addition to handling many of the most significant cross-border M&A transactions in Argentina, he serves as a professor of post-graduate studies in banking and finance at Universidad de Buenos Aires, Universidad Austral and Universidad Católica Argentina.  He is widely recognized for his expertise in Argentine commercial, banking and capital markets transactions.

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