United Kingdom

EU UPDATE – European Commission Signs Memorandum of Understanding with China on Antitrust

Highlights: The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce. These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance. In recent years, the … 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.  This article was authored by Slaughter and May associates Anna Battersby and Ingrid Lauwers.

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UK UPDATE – Tax Issues on Cross-Border Acquisitions

Executive Summary: In cross-border acquisitions, more than one country’s tax rules will apply.  English law is frequently chosen to govern such transactions.  This article highlights a number of the main tax issues arising in cross-border share and asset purchases, and discusses how some of these issues can be eliminated or mitigated through efficient structuring or … 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.  This article was authored by Slaughter and May tax partner Gareth Miles and associate Tom Jarvis.

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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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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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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.

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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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RUSSIAN/UK UPDATE – Adverse impact of the UK Bribery Act 2010 on Cross-Border Corporate Transactions in Russia

Executive Summary/Highlights: The UK Bribery Act 2010 has far reaching territorial application and can even apply to Russian companies. Affected companies must now have in place adequate internal anti-bribery procedures and ensure the same compliance of any of its associated persons. Strong contractual protections may prove necessary to limit exposure to prosecution under the Act. … Continued

Editors’ Note: This paper was authored by Andrey Goltsblat and Ian Ivory, an English Law partner at Goltsblat BLP in Moscow.  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. The paper focuses on the ramifications of the new UK Bribery Act for Russian deals, but may have broader applicability as the ripple effects of the UK Act are felt in other jurisdictions as well.

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UK UPDATE – Changes Adopted to UK Takeover Regime to Strengthen Position of UK Targets, Prompted by Kraft’s Successful Hostile Takeover of Cadbury

Executive summary: A revised edition of the UK Takeover Code took effect on 19 September 2011. The revisions were prompted by Kraft’s hostile takeover of Cadbury in 2010, which triggered debate about the weak position of UK target companies. The revised Code introduces rules to strengthen the target’s position, namely an enforced “put up or … Continued

Editors’ Note: Nigel Boardman is a partner at Slaughter and May and a founding director of XBMA.  As one of the leading M&A lawyers in the UK, Mr. Boardman’s perspective on the UK’s response to the Cadbury takeover is informed by broad experience in a range of significant solicited and unsolicited cross-border transactions over many years.  Mr. Boardman’s paper is the first in a series of posts that will focus on various jurisdictions’ reactions to foreign takeovers of important domestic companies.

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XBMA – Quarterly Review for Q1 2011

The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011.   Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued

Editor's Note: This is an example of the type of post and content the XBMA Forum seeks to showcase.

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