Regulatory Matters

CHINESE UPDATE – Recent Changes to PRC Corporation Legislation

Highlights: On 28 February 2014, the State Council of the PRC issued Decision Regarding Revocation of and Amendments to Certain Administrative Regulations (国务院关于废止和修改部分行政法规的决定) (“Decision”) which came into force on 1 March 2014. The effect of the Decision has been to change the previous paid-up registered capital system for companies incorporated in China (including foreign investment … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable.  Joseph He and Gerry Gan, partners and joint heads of WongPartnership’s China Practice, authored this article.

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RUSSIAN UPDATE – Changes in Russian Merger Control Regulations

Executive Summary Effective at January 30, 2014, Federal Law 423-FZ dated December 28, 2013 ends regulations requiring the subsequent notification of Russian competition authorities of corporate transactions of minor value as well as some intra-group transactions. The amendments to the merger control regulation would have a positive affect the entire Russian M&A market. Main Article … Continued

Editors’ Note: This paper was authored by Vyacheslav Yugai, Senior Associate, Egorov Puginsky Afanasiev & Partners.

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INDIAN UPDATE – Unilateral Conduct: The Competition Commission of India’s Enforcement Priorities

Executive Summary: The following article Unilateral Conduct: The Competition Commission of India’s Enforcement Priorities analyses the principles and trends enunciated by the Competition Commission of India (“CCI”) in the abuse of dominance cases dealt with by the CCI to date.  Main Article:  Introduction: Legal Framework The Competition Act, 2002 (“Act”) (as amended) is the principal … Continued

Editors’ Note:Cyril Shroff is a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India.

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CANADIAN UPDATE – Governance Insights 2013

Executive Summary: This third annual edition of Governance Insights presents Davies’ analysis of the corporate governance practices of Canadian public companies over the course of 2013 and the trends and issues that influenced and shaped them. We expect 2014 to be an active year for governance themes with greater calls for diversity on boards, a … Continued

Editors’ Note: This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.

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HUNGARIAN UPDATE – Easing Administrative Burden on Companies Filing for Merger Clearance?

Executive Summary:  The Hungarian Competition Authority (“GVH”) amended the documents – including the merger filing form – related to merger control proceedings in the summer of 2013, with the declared aim of further decreasing the administrative burdens placed on market players. Further to the amendments of the merger documents, amendments to Hungary’s Competition Act (“CA”) … Continued

Editors’ Note:  Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable.  He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.  This article is written by Anna Turi of Schönherr, Budapest.

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INDIAN UPDATE – INDIA’S NEW COMPANY LAW – KEY CHANGES IN THE REGIME

Executive Summary:  The Companies Act, 2013 has been highly anticipated and will bring sweeping changes to the extant company law regime. This article covers a general overview of some of the key changes brought about by the 2013 Act.  Topics covered include: New and changed key concepts of control, a promoter, a subsidiary company, associate … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co.  Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India.  This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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INDIAN UPDATE – COMPANIES ACT, 2013 – IMPACTING M&A DEALS

Executive summary: The Companies Act, 2013 (“2013 Act”) was expected to simplify life for corporate India, strengthen corporate governance norms and make India an attractive and safe investment destination. Introduced with the objective of consolidating and amending the existing law applicable to companies, the 2013 Act contains 470 clauses as opposed to nearly 700 sections … Continued

Editors’ Note: Cyril Shroff is the Managing Partner and head of the Corporate group of Amarchand & Mangaldas & Suresh A. Shroff & Co. Mr. Shroff is also a member of XBMA’s Legal Roundtable and one of the deans of the Indian corporate bar and a leading authority on Indian M&A, with extensive experience handling many of the largest and most complex domestic and cross-border M&A, takeover, banking and project finance transactions in India. This article was co-authored by Mr. Shroff and Ms. Vandana Sekhri (Partner) of the Mumbai office of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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Canadian Update – Surprise Investment Canada Proposals for Review of Investments by SOEs

Highlights: The Canadian Federal government has introduced proposed (and unanticipated) changes to the Investment Canada Act  (“ICA”) to further scrutinize a wider range of state owned enterprise (“SOE”) investments in Canada.  It is proposed that the black letter ICA review threshold rules be replaced by a control in fact examinations in determining if ICA should … Continued

Editors’ Note:   This article was contributed by Christopher Murray, a partner of Osler and leader of Osler’s Asia-Pacific initiative whose practice focuses on public company M&A as well as corporate finance principally involving REIT Income Funds, mining and energy businesses.  This article was authored by Osler partners Michelle Lally, Peter Glossop, Peter Franklyn, Shuli Rodal and associate Matthew Anderson in Osler’s highly regarded Competition and Antitrust group.

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AFRICAN UPDATE – New Multi-National COMESA Merger Notification Regime in Africa Requires Advance Planning for a Wide Range of International Merger Transactions

Highlights: In January 2013, a supranational organization of 19 African States known as “COMESA” implemented a new and potentially burdensome merger notification regime affecting parties with assets or sales in eastern or southern Africa. Pre-merger notification is required for any merger where either the acquiror or the target operates in at least two COMESA member … Continued

Editors’ Note: This article was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients. Davies Ward partners John Bodrug, Jim Dinning and Hillel Rosen, experts in the firm’s Competition & Foreign Investment Review practice, co-authored this article.

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EU UPDATE – European Commission Proposes Amendments to Premerger Notification Regime

Executive Summary: The European Commission has proposed amendments to the notification forms that companies must complete to report mergers subject to antitrust review in the EU. If adopted, the proposed changes would reduce the amount of information merging parties must provide in transactions that are unlikely to raise competitive concerns.  However, for many transactions, the … Continued

Editors' Note: This article was authored by Franco Castelli of Wachtell, Lipton, Rosen & Katz.  Mr. Castelli focuses on antitrust aspects of U.S. and cross-border mergers, acquisitions, and joint ventures.

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