Regions

RUSSIAN UPDATE – Amendments to Antitrust Laws Designed to Liberalize Prohibitions and Reduce Liability of Filers

Highlights: On November 22, 2011 the State Duma of theRussian Federationpassed a new package of amendments to the antitrust laws in the third reading. The proposed “Third Antitrust Package”, which still has to be approved by the Council of Federation and then signed by the President, changes antitrust regulation significantly. In expectation of the innovations, … Continued

Editors’ Note:  This paper was co-authored by Evgeny Bolshakov of the Competition Law Practice at Egorov Puginsky Afanasiev & Partners.  Mr. Bolshakov specialises in antitrust regulation, corporate and civil law and has been involved in numerous projects related to representing clients in antitrust proceedings, designing a business structure in line with antitrust requirements and contesting FAS (Federal Antimonopoly Service) decisions in courts.

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CANADIAN UPDATE – Canadian Government Reaches Settlement with U.S. Steel in Investment Canada Act Proceedings, Sending Message that Foreign Investors Must Comply with Commitments to Promote Economic Activity and Employment in Canada

Highlights:  The U.S. Steel settlement allows the Canadian government to avoid protracted litigation while underscoring its intended message, namely that foreign investors must take their Investment Canada Act undertakings seriously. It also comes against the backdrop of recent statements by the Prime Minister and Minister of Industry Paradis that while the Canadian government continues to … Continued

Editors’ Note:   This update was co-authored by Mark Katz and Erika Douglas of Davies Ward Phillips & Vineberg in Toronto.  Mr. Katz is a partner in the Competition & Foreign Investment Review practice of Davies Ward and has advised domestic and international clients on a wide variety of competition law matters such as mergers and acquisitions, distribution and pricing practices, misleading advertising and compliance and other legislation governing foreign investment in Canada.  He also provides advice with respect to the application of the Investment Canada Act.

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BRAZILIAN UPDATE – Tax Rates Applicable to Foreign Investments in the Brazilian Financial and Capital Markets Reduced to Encourage Investment

MAIN ARTICLE The Tax on Financial Transactions (“IOF”) is a Brazilian umbrella-type tax comprising different tax modalities, each levied on a different type of financial transaction that is carried out in Brazil. The IOF taxes are regarded as “extrafiscal”, meaning that they have economic and financial purposes other than those strictly related to the collection … Continued

Editor’s Note:  This update comes from Francisco Antunes Maciel Müssnich, founding partner of 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 authored by Debora Bacellar, partner, José Otavio Faloppa, partner, and Daniel Abraham Loria, associate, from Barbosa, Müssnich & Aragão – Consultoria Tributária.

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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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