Regulatory Matters

DUTCH UPDATE: Legal entities in the Netherlands must register UBO from March 2020

Legal entities in the Netherlands must register UBO from March 2020 The much anticipated UBO register is expected to become operational in March 2020. The UBO register will be kept by the Netherlands Chamber of Commerce and will be separate from the Dutch Trade Register. All legal entities registered in the Netherlands, including foundations, must … Continued

This article was authored by Birgit Snijder-Kuipers, Senior Associate at De Brauw Blackstone Westbroek.

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CHINESE UPDATE – Cross-Border M&A and Protectionism – A Review of Laws and Practice in China

Cross-Border M&A and Protectionism – A Review of Laws and Practice in China Daniel He, JunHe LLP 1. The New PRC Foreign Investment Law On March 15, 2019, the National People’s Congress of the People’s Republic of China (“PRC” or “China”) approved the PRC Foreign Investment Law (“FIL”) which will be implemented on January 1, … Continued

This article was authored by Mr. Daniel He, a partner at JunHe.  Mr. He has broad experience advising multinational companies in merger and acquisition projects, joint venture transactions, and strategic investment projects in various industries such as food & nutrition, auto parts, logistics, real property, and retail & distribution. Mr. He also serves as China counsel to a number of leading companies and non-government organizations in their general corporate and regulatory compliance matters throughout China.

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PERUVIAN UPDATE – New Peruvian Merger Control Legislation

The Peruvian Government has enacted a new mandatory and suspensory clearance regime, which will come into force next year. Previously, Peruvian legislation only imposed mandatory pre-notification and clearance requirements for vertical or horizontal concentrations occurring in the fields of electricity generation, transmission or distribution.[1] Summary Breakdown Scope. The new merger control regime will apply to … Continued

Editors’ Note:  This article was authored by Carlos A. Patrón and David Kuroiwa H. of Payet Rey Cauvi Pérez Abogados, one of Peru’s leading firms with significant experience in foreign investment in Peru. 

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AUSTRIA UPDATE – Implementation of Shareholders’ Rights Directive: Action Points for Boards of Austrian Listed Companies

Amendment laws implementing the Shareholders’ Rights Directive: Action Points for Boards of Austrian listed companies On 23 July 2019, amendments of the Stock Corporation Act and Stock Exchange Act implementing the Shareholder Rights Directive II (2017/828) entered into force. Directive 2017/628/EU to encourage long-term shareholder engagement was implemented with the aim to minimize the administrative … Continued

Editor’s Note: Christian Herbst advises clients on corporate M&A, takeovers, arbitration, corporate finance and on a wide variety of other domestic and cross-border transactions. 

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GLOBAL UPDATE – Cross-Border M&A Guide

Cross-Border M&A Guide Wachtell, Lipton, Rosen & Katz recently published the inaugural edition of their Cross-Border M&A Guide, which is available here. This new Cross-Border M&A Guide covers the key U.S. legal considerations not only for acquisitions of U.S. companies by non-U.S. companies (or “inbound” M&A transactions), but also for acquisitions of non-U.S. companies, including … Continued

Editor's Note: This submission was contributed by Adam O. Emmerich, Robin Panovka, Raaj S. Narayan and Matthew T. Carpenter.

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DUTCH UPDATE – Bill implementing the Shareholders’ Rights Directive: what it means for Dutch listed companies

Bill implementing the Shareholders’ Rights Directive: what it means for Dutch listed companies On 2 April 2019, the bill implementing the revised Shareholder Rights Directive was adopted by the Lower House of Parliament. The bill was amended to take into account a number of modifications to the initial draft. The implementation of Directive 2017/628/EU to … Continued

Editor’s Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Geert Raaijmakers specializes in corporate governance, corporate structuring and joint ventures and on pension fund governance.  Paul van der Bijl specializes in IPOs, follow-on offerings, public M&A, anti-takeover defenses, corporate governance and complex cross-border transactions. Maarten Buma specializes in corporate law.

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CHINESE UPDATE – Legal Commentary on New Foreign Investment Law

“Grand Unification” Era of China’s Administration on Foreign Investment – A Brief Commentary on the New Foreign Investment Law On December 26, 2018, the National People’s Congress published the Foreign Investment Law of the People’s Republic of China (Draft) (the “Draft”) in order to solicit public opinion. Based on a wide variety of opinions received … Continued

Editors’ Note: Contributed by Adam Li and Fang He, partners at JunHe and members of XBMA's Legal Roundtable.  Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies.  Ms. He has broad experience in M&A, outbound investment, foreign direct investment, and private equity.

This article was authored by Mr. Zheng Yu, a partner at JunHe.  Mr. Zheng has broad experience advising multinational companies on their business and investment projects in China, including complex foreign direct investments, cross-border M&A, dispute resolution (arbitration and litigation), corporate compliance, employment issues and tourism real estate projects in China.  Xiao Wang, an associate at JunHe, also contributed to the article.

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U.S. UPDATE – 2019 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2019 Checklist for Successful Acquisitions in the United States M&A in 2018 began with a bang, with more than $350 billion of deals in January 2018 – a January level not seen since 2000 – and much chatter that M&A volume for the year could hit an all-time record. As it turned … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan and Matthew T. Carpenter.

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CHINESE UPDATE – Brief Commentary on the Foreign Investment Law

Brief Commentary on the Foreign Investment Law (Draft) Changes, Highlights and Expectation On December 26, 2018, the National People’s Congress published the Foreign Investment Law of the People’s Republic of China (Draft) (the “New Draft”) in order to solicit public opinion. The New Draft is a revised version of an earlier draft of the Foreign … Continued

Editors' Note: Contributed by Adam Li, a partner at JunHe and a member of XBMA’s Legal Roundtable.  Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies.  This article was authored by Mr. Zheng Yu, a partner at JunHe. Mr. Zheng has broad experience advising multinational companies on their business and investment projects in China, including complex foreign direct investments, cross-border M&A, dispute resolution (arbitration and litigation), corporate compliance, employment issues and tourism real estate projects in China.  Xiao Wang, an associate at JunHe, also contributed to the article.

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CHINESE UPDATE – Bond Market Enforcement to be Unified under the CSRC

Bond Market Enforcement to be Unified under the CSRC On December 3, 2018, the People’s Bank of China (the “PBOC”), the China Securities Regulatory Commission (the “CSRC”) and the National Development and Reform Commission (the “NDRC”), were authorized by the State Council to jointly issue their Opinions Concerning the Relevant Issues on Further Strengthening Law … Continued

Editors’ Note: Contributed by Adam Li, a partner at JunHe and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. This article was authored by Ms. Man Wu, counsel at JunHe. Ms. Wu has ample experience in drafting rules as well as the investigation and supervision of different entities, such as listed companies, securities companies and fund management companies. Ms. Wu also worked for the China Securities Regulatory Commission (CSRC) for 13 years before joining JunHe.

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