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CANADIAN UPDATE – Shareholder Activism and Proxy Contests: Issues and Trends

Executive Summary: The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and continued deterioration … Continued

Editors’ Note:  This article was produced by partners Patricia L. Olasker, J. Alexander Moore and Jennifer F. Longhurst of Davies Ward Phillips & Vineberg LLP. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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FRENCH UPDATE – Activist Strategies and Defenses in France

Executive Summary: Sitting in France, reports of the decline of activism in Europe appear somewhat exaggerated, just as the predictions of a few years ago of an impending wave of U.S.-style activist activity in Europe were equally overstated. In contrast to the rapid rise of activism in the United States, the level of activism in France … Continued

Editors’ Note: Alain Maillot and Bertrand Cardi are partners of Darrois Villey Maillot Brochier and members of XBMA’s Legal Roundtable.  Bertrand Cardi, Benjamin Burman and Forrest Alogna, partners of Darrois Villey Maillot Brochier, authored the following article with the assistance of associate Damien Catoir.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q2 grew 25% over Q1 and exceeded US$900 billion, resulting in the second busiest first half of the year since 2010, albeit considerably slower than the recent highs of 2015. Although Europe was well represented in the largest deals, as the only non-U.S. target region represented in the top … 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 Review has utilized 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 – NDRC Will Deregulate Outbound Investment Review and Relax Sensitive Project Review

Highlights NDRC launches Draft for Comment for Order 9, which proposes further relaxation measures on PRC outbound investment. The controversial “road-pass” requirement might be alleviated. Approval procedure and application documents for the approval of Sensitive Projects may be simplified. Main Article Chinese National Development and Reform Commission (“NDRC“) launches Draft for Comment of Measures for … Continued

Editor's Note: Contributed by Ms. Fang He, a partner at JunHe and a member of XBMA's Legal Roundtable. Ms. He has broad experience in cross-border M&A, private equity, trust and assets management. This article was authored by Ms. Fang He and Ms. Runze Li. Ms. Li is an associate at JunHe.

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ARGENTINE UPDATE – Trends and Developments in Argentine M&A

Highlights:  On December 10, 2015, Mauricio Macri was elected president ending 12 years of Peronist Kirchner rule. The new government implemented a set of regulations purported to eliminate certain foreign exchange restrictions and soften others, reactivate the economy, and allow the possibility of accessing the foreign financial market for genuine financing.  As part of the … Continued

Santiago Carregal is a partner at Marval, O' Farrell & Mairal and a member of XBMA’s Legal Roundtable.  In addition to handling many of the most significant cross-border M&A transactions in Argentina, he is widely recognized for his expertise in Argentine commercial, banking and capital markets transactions. He serves as a professor of post-graduate studies in banking and finance at Universidad de Buenos Aires, Universidad Austral and Universidad Católica Argentina.

Fernando J. Pino Ceverino is an associate at Marvel, O'Farrell & Mairal and co-author of this article.  Mr. Cerverino's practice focuses on M&As, private equity, capital markets, and banking and finance.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2016

Executive Summary/Highlights: Global M&A volume in Q1 exceeded US$700 billion, the second highest start to the year since 2011, but lower than the quarterly volume of the record-setting levels of 2015. Europe accounted for one quarter of Q1 deal activity, relative to a near-term historical average of only 15%. China was another strong performer 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 Review has utilized 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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INDIAN UPDATE – An Analysis of the Union Budget FY 2016-17

Highlights:  The latest issue of the Cyril Amarchand Mangaldas Budget Assayer, a comprehensive analysis of the Union Budget for FY 2016-17, takes a close look at the provisions of the Budget with special emphasis on “Startup India” and “Make in India” initiatives of the Indian Central Government. Despite a slowdown in global growth from 3.4% … Continued

Editors’ Note: Cyril Shroff is the Managing Partner of Cyril Amarchand Mangaldas and a member of XBMA’s Legal Roundtable.  Mr. Shroff is 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 authored by Mr. Shroff, SR Patnaik (Partner and National Tax Leader) and Mekhla Anand (Partner) of Cyril Amarchand Mangaldas.

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AFRICAN UPDATE: The Global Briefing For Africa: Interview with Stephen Karangizi

Main Article:  The following is a 5 minute interview with Stephen Karangizi, CEO and Director of the African Legal Support Facility. The African Legal Support Facility, hosted by the African Development Bank, has been supporting African governments in the negotiation of complex commercial transactions since 2010.  To find out more about the ALSF, please click … Continued

Editors’ Note:  Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.

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INDIAN UPDATE – Controlling ‘Control’ under Indian Takeover Regulations

Executive summary: The following article discusses recent developments around the definition and interpretation of the term ‘control’ under Indian Takeover Regulations and the impact it may have on investments in publicly listed entities in India, including the risk of classification of investment in a publicly listed entity as the acquisition of ‘control’ of such entity. … Continued

Editors’ Note: Cyril Shroff is the Managing Partner of Cyril Amarchand Mangaldas and a member of XBMA’s Legal Roundtable.  Mr. Shroff is 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.  Anshuman Jaiswal is a Partner with the M&A and corporate advisory practice of Cyril Amarchand Mangaldas with experience of over 12 years.  He has advised various entities across diverse sectors on their corporate transactional and advisory matters.

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AUSTRALIAN UPDATE: Changes to Australia’s Foreign Investment Regime

Highlights A new foreign investment regulatory regime applies from 1 December 2015. The ‘substantial interest’ threshold above foreign investors must notify Australia’s Foreign Investment Review Board (FIRB), has increased from 15% to 20%. Specific rules now apply to foreign investments in the agricultural sector, following the introduction of the concepts of ‘agribusiness’ and ‘agricultural land’. … Continued

Editor’s Note: This report is contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a member of Herbert Smith Freehills’ Corporate Group. It is based on research conducted by other Herbert Smith Freehills employees, Tony Damian, Partner, Malika Chandrasegaran, Senior Associate, and Gila Segall, Vacation Clerk, Sydney.

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