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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2021

Executive Summary/Highlights Global M&A activity reached historic levels in the first half of 2021, amounting to one of the highest first-half deal volumes on record. The surge in M&A activity following the early-pandemic shutdown has continued for the last 12 months, driven by  a bull market, economic stimulus, corporate priorities to adapt to changes in … Continued

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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ESG – ACTIVISM – GOVERNANCE UPDATE: Carbon, Caremark, and Corporate Governance

*Originally distributed on May 27, 2021.  Developments this week highlight the urgent imperative for boards and management teams to address climate-related challenges as part of their regular risk assessment practices: A Dutch court held Royal Dutch Shell partially responsible for global warming and ordered the company to reduce its carbon emissions. Engine No. 1, an … Continued

Editors’ Note: This memo was authored by William D. Savitt, Sabastian V. Niles and Sarah K. Eddy at Wachtell, Lipton, Rosen & Katz

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CHINESE UPDATE: Some key points in the first abuse case on China online retail platform players

On April 10, 2021, the State Administration for Market Regulation (“SAMR”) imposed administrative penalties on a leading Internet company for abusing its dominance in the China online retail market by engaging in exclusive dealing conduct. This article will sort out the key points of this case from four different aspects: relevant market definition, market dominance evaluation, “either or” (exclusive dealing) conduct, and the penalty amount. It will also offer suggestions on compliance for Internet platform undertakings.

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

Authored by Ms. Yingling Wei, Ms. Xuefei Bai, and Ms. Yuhang Ding. Ms. Wei, a partner at JunHe LLP, is the head of JunHe’s antitrust practice group and has extensive experience in merger control filings, antitrust compliance advice, antitrust government investigations and antitrust private enforcement litigations. Ms. Xuefei Bai, a partner at JunHe’s antitrust practice group, has rich experience in antitrust law, and has assisted many well-known domestic and foreign companies in merger filings and antitrust government investigations. Ms. Yuhang Ding is an associate at JunHe’s antitrust practice group.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2021

Executive Summary/Highlights Global M&A volume reached record highs in Q1 2021. As Covid-19 vaccines became more widely available and economies reopened, M&A volume reached the largest first quarter deal volume on record since records started being kept in 1980. In Q1 2021, global M&A volume was US$1.34 trillion, a 1.7% increase from Q4 2020 (US$1.32 … Continued

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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GLOBAL STATISTICAL UPDATE – XBMA Annual Review for 2020

Global M&A activity in 2020 was a remarkable tale of two halves, with historically low M&A volume in the first half of the year, especially in the months following the initial outbreak of the coronavirus pandemic, followed by an explosion of activity in the second half of the year.

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE: The Recent Judicial Development of “Piercing the Corporate Veil” in China

The Recent Judicial Development of “Piercing the Corporate Veil” in China 1.      Summary of “Piercing the Corporate Veil” and the relevant regulations “Piercing the corporate veil” (also known as “forward disregard of corporate personality”, hereinafter referred to as the “forward disregard”), originated in the United States.  The doctrine is used to prevent shareholders … Continued

Editors' Note: This article was authored by Zhenyong (Allan) Ye, a partner at JunHe. Mr. Ye has broad experience in foreign related dispute resolution, cross-border enforcement, and crisis management services.  Sien Bi (Associate) and Jin Wang (Intern) also contributed to the article. The authors give special thanks to Adam Li (Partner), who edited extensively the English version of this article.

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Some Thoughts for Boards of Directors in 2021

Some Thoughts for Boards of Directors in 2021 Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Hannah Clark and Bita Assad Many of the challenges that corporations and their boards have encountered in 2020 will continue to be front and center in 2021, including the COVID-19 pandemic, the movement to address racial injustice and broad-based … Continued

Editor’s Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Hannah Clark and Bita Assad of Wachtell, Lipton, Rosen & Katz

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U.S. UPDATE – Bracing for the “Antitrust” Tech Storm

The widely reported lawsuit against Google, brought this week by the Department of Justice and 11 state attorneys general, marks the most significant antitrust enforcement action in the United States against a major technology company in two decades.  As set out briefly below, the suit warrants careful consideration, both for what it alleges and what … Continued

This article was co-authored by Ilene Knable Gotts (Partner), Ronald C. Chen (Partner) and Kevin S. Schwartz (Partner) at Wachtell, Lipton, Rosen & Katz (New York).

Ilene is a partner in the Antitrust Department. She is regularly recognized as one of the world’s top antitrust lawyers, including being recognized by “Euromoney’s Women in Business Law” with a Lifetime Achievement Award in 2019.

Ron is a partner in the Corporate Department. He is also a Lecturer in Law at Stanford Law School, where he teaches a course on Mergers and Acquisitions, and Co-Chair of the International Bar Association’s annual conference on Mergers and Acquisitions in the Technology Sector.

Kevin is a partner in the Litigation Department. He serves on the Executive Committee of the New York City Bar Association, where he was previously Chair of the Judiciary Committee, and is also a Visiting Lecturer in Law at Yale Law School.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2020

Executive Summary/Highlights Global M&A activity recovered in Q3 2020 as economies around the world began to reopen and dealmakers, focusing on existence-preserving activities in the first half of the year, returned their attention to M&A transactions. While global M&A volume in Q3 2020 was strong across the board, the continuing effects of the coronavirus pandemic, … Continued

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE: MOFCOM Unreliable Entity List

P.R.C. Ministry of Commerce (“MOFCOM”) issued an order promulgating “Provisions on the Unreliable Entity List” (the “Provisions”) on September 19, 2020, effective immediately the same day. These implementing rules have been long awaited since the idea was first introduced nearly 16 months ago on May 31, 2019. The Unreliable Entity List (“UEL”) mechanism will create … Continued

Editors’ Note: Contributed by Adam Li, a partner at JunHe (Shanghai), and by Fang He, a partner at JunHe’s Beijing headquarters; both are 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 specializes in M&A and outbound investment from China. 

This article was authored by David Tang (Partner) - JunHe (Shanghai). Mr. Tang advises multinational clients on Chinese sanctions and export controls and has over 20 years of experience specialized in international trade, customs, and compliance related investigations. Mr. Tang is the head of JunHe’s trade practice group.

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