Regulatory Matters

CANADIAN UPDATE – Is the Price Right? Increased Regulatory Scrutiny and Class Actions for Representations Involving Price

Highlights:  Businesses operating in Canada should be aware of a recent trend towards greater regulation and enforcement action surrounding pricing representations where additional costs are not clearly disclosed up front. The federal government’s planned regulation of airline advertising, the Competition Bureau’s recent aggressive enforcement initiatives regarding price representations as well recent class actions involving pricing … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  The authors of this update are Anita Banicevic, a partner and expert in Davies Ward’s Competition & Foreign Investment Review practice, David Stolow, a partner in the corporate/commercial litigation practice who has been involved numerous precedent setting cases before the Supreme Court of Canada, and Erika Douglas, an associate in Davies Ward’s Competition & Foreign Investment Review practice.

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SINGAPOREAN UPDATE – Proposed Changes to the Singapore Code on Takeovers and Mergers

Highlights: Changes have been proposed to the Singapore Code on Take-overs and Mergers (“Code”). The main changes include updating the language of the Code to incorporate current practices on the takeover of real estate investment trusts and business trusts, setting out when collective shareholder action amounts to acting in concert, and dealing with joint offers … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable. It was authored by Andrew Ang, Deputy Head of WongPartnership’s Corporate/Mergers & Acquisitions Practice. Ms. Eng and Mr. Ang are leading experts in both domestic and cross-border M&A in Singapore and other jurisdictions in Southeast Asia.

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CANADIAN UPDATE – Supreme Court of Canada Rejects Proposed Legislation for a National Regulator

Highlights:  The Supreme Court of Canada issued a unanimous decision that the proposed federal Canadian Securities Act, as currently drafted, is unconstitutional as it is not a valid exercise of the Federal Government’s power to regulate trade and commerce. The Court expressly noted that there were specific aspects of the Act aimed at addressing matters … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and one of the leading Canadian corporate lawyers who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.  He is currently a member of the Thomson Reuters Governance, Risk and Compliance Partner Advisory Board.  This paper was authored by Luis Sarabia and Brett Anderson.  Mr. Sarabia is a litigation partner in the general corporate/commercial practice of Davies Ward with significant expertise in securities and mining litigation.

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AUSTRIAN UPDATE – New Approval Requirement for Austrian Foreign Investment by Non-EU, Non-EEA and Non-Swiss Investors

Executive Summary/Highlights: An amendment to the Austrian Foreign Trade Act (FTA), in force since 8 December 2011 subjects the acquisition of certain interests in enterprises in specific industries (including telecoms and energy) by non-EU, non-EEA and non-Swiss persons, to review and approval by the Austrian Ministry of Economic Affairs Approval must be sought before entering … 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.

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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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PERUVIAN UPDATE – New Rules for Investments in Natural Resources in Peru

Executive Summary/Highlights: New laws  provide indigenous people consultation right with respect to investment in Peruvian natural resources, but not the veto investors feared; however, they could delay projects while regulations are worked out, New mining “windfall profit tax” expected by the Peruvian Government to raise the total tax and mandatory profit sharing costs in the … Continued

Editors’ Note:  This paper was written by Jose Antonio Payet and Silvia Cachay, partners at Payet Rey Cauvi, one of Peru’s leading firms with significant experience in foreign investment in Peru.  Mr. Payet is a member of XBMA’s Legal Roundtable.

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