The Enterprise Chamber has ruled that a company’s response to an unsolicited takeover proposal falls within the board’s authority to determine the company’s strategy. The board does not have to consult with shareholders first, but remains accountable to shareholders for the company’s actions. The ruling sets out important viewpoints for board conduct and other aspects … Continued
Background: Lava Jato reaches Peru Corruption has always been a sensitive issue when doing business in Latin America. In recent years, the Brazilian “Lava Jato” investigation has been in the spotlight for its implications throughout the continent. Brazilian construction giants such as Odebrecht, OAS, Camargo Correa, Andrade Gutierrez and Quieroz Galvao, among others, were indicted … Continued
Executive Summary/Highlights: Global M&A volume in Q1 totaled approximately US$778 billion, approximately 10% higher than Q1 2016, marking the second highest Q1 since 2011. Cross-border M&A activity accounted for 43% of global deal volume in Q1, above 2016 levels, and led by activity in the Materials and Healthcare sectors. Five of the 10 largest deals … Continued
Highlights: The Cyberspace Administration of China (“CAC”) released a draft of the Measures on Security Assessment of the Cross-Border Transfer of Personal Information and Important Data (the “Draft”) on April 11, 2017 allowing for one month of public comments to be offered. Security assessments on the cross-border transfer of personal information and important data was … Continued
Executive Summary/Highlights This memorandum describes the procedure and effects of a cross-border merger pursuant to Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (the “Cross-Border Merger Directive”), as transposed into French law. We focus on the French corporate law aspects of such … Continued
Executive Summary: Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice for … Continued
Highlights: SASAC issued new regulations recently, under which SASAC has adopted the concept of Negative List, and further strengthened its supervision of outbound investment by central enterprises. Main Article The State-owned Asset Supervision & Administration Commission of the State Council (“SASAC”) published the Measures for the Supervision and Administration of Outbound Investment of Central Enterprises … Continued
Executive Summary/Highlights: A long-running, two-year effort by the senior corporate governance heads of major U.S. investors to develop the first stewardship code for the U.S. market culminated today in the launch of the Investor Stewardship Group (ISG) and ISG’s associated Framework for U.S. Stewardship and Governance. Investor co-founders and signatories include U.S. Asset Managers (BlackRock; … Continued
Executive Summary/Highlights: Global M&A activity had a slow start and a strong finish in 2016, totaling nearly US$3.7 trillion, posting the second strongest year since the financial crisis (lower only than 2015). 2016 also accounted for the second highest cross-border deal volume (US$1.4 trillion) since the financial crisis, with cross-border deals announced in 2016 accounting … Continued
Highlights: After deliberations over more than a year’s time, the Standing Committee of the National People’s Congress (“NPC Standing Committee”) finally adopted the Cyber Security Law (“CSL”) on November 7, 2016. The CSL is the first omnibus law in China governing cyber security issues and has incorporated a number of new legal concepts and requirements … Continued
