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JAPANESE UPDATE – Mergers & Acquisitions 2016

Executive Summary:  Nishimura & Asahi has prepared a Q&A guide to public mergers and acquisitions law in Japan in The International Comparative Legal Guide to: Mergers & Acquisitions 2016.  The country-specific Q&A is an overview of current M&A legislation; the regulation of friendly and hostile bids; due diligence; stakebuilding; bidder and deal protection; defending hostile … Continued

Editors’ Note:  Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. As one of Japan's leading M&A practitioners, Mr. Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD, Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor of Law at Hitotsubashi University, Graduate School of International Corporate Strategy and was a Visiting Professor of Law at Harvard Law School in the 2007-2008 and 2013-2014 academic year. This update was produced by Mr. Iwakura and his associate Tomohiro Takagi.

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CHINESE UPDATE – PRC Authorities Tighten Review on Outbound Investment Transactions

Highlights Due to RMB depreciation and foreign exchange fluctuation, PRC authorities have tightened review on the truthfulness of outbound investment, for purposes of combating exchange arbitrage and underground private banks. SAFE launched a new system to supervise individuals’ foreign exchange activities since January 1, 2016, and will list violative individuals on a “Supervised List”. SAFE … Continued

Editors’ 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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BELGIAN UPDATE – M&A Outlook (2016)

Executive Summary: A review of M&A in Belgium in 2015 and outlook for 2016. Main Article: 1          Legal Environment 1.1       General The general legal environment for public and private M&A remained very stable throughout 2015. In 2014, Belgian tax payers (private individuals) feared that in the course of 2015 the tax regime with respect to … Continued

Editors’ Note:  Peter Callens is a partner with Loyens & Loeff and a member of XBMA’s Legal Roundtable.  Mr. Callens is renowned for his national and international corporate practice, with a focus on M&A and transactions in various sectors of industry. Mr. Callen authored this article along with his colleagues Natalie Reypens and Aldo Engels Steven of Loyens & Loeff’s tax department and Steve Callens, Robrecht Coppens, Mathias Hendrickx and Elke Ghesquière of Loyens & Loeff’s corporate and M&A department.

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Australian Update: Deal Landscape, Origin of Bidders and Deal Structures

Highlights: The Australian public M&A market has seen an overall decline in deal activity in the 12 months to 30 June 2015 (FY15). Success rates have increased from FY14, with 70% of deals announced in FY15 being fully completed transactions. FY15 has seen an increase in the number of bids implemented via schemes of arrangement, … Continued

Editor’s Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills employees, Paul Branston, Partner, Panashi Devchand, Solicitor, and Gila Segall, Vacation Clerk.

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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2015

Executive Summary/Highlights: Global M&A reached an all-time high in 2015, with record volume of almost US$5 trillion, beating 2007’s prior (inflation adjusted) record of US$4.7 trillion. Q4 2015 was the most active quarter ever, with more than US$1.5 trillion in deals announced, including the two largest deals of 2015 – Pfizer’s acquisition of Allergan and … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis using consistent metrics and sources of data in order to facilitate a deeper understanding of trends and developments.  We welcome feedback and suggestions for improving the Review or for interpreting the data.

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CANADIAN UPDATE – Top Competition and Foreign Investment Review Trends and Issues for 2016

Main Article In our annual forecast of the year ahead for Canadian competition and foreign investment review law, we evaluate how developments in 2015 will influence these areas of the law in 2016. Our top issues and trends to watch for this year include the following: The impact of the new federal government. Although foreign … Continued

Editors’ Note:  This memo was produced by partners George Addy, John Bodrug, Charles Tingley and Jim Dinning, and associate Alysha Manji-Knight, of Davies Ward Phillips & Vineberg LLP's Competition & Foreign Investment Review practice.  It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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ITALIAN UPDATE: The Italian M&A Boom – Where Did We Go Right?

Executive Summary Italy is experiencing an M&A boom that is bringing volumes closer to those of the golden years (2005, 2006 and 2007). The acquisitions wave includes deals from both strategic investors and private equity. Infrastructural funds are now investing in Italy, where they find opportunities at prices more attractive than in Northern Europe, in … Continued

Editors’ Note:  Alberto Saravalle is senior partner of the Executive Committee of BonelliErede and a member of XBMA’s Legal Roundtable.  Professor Saravalle is one of Italy’s leading practitioners in corporate law, capital markets, and M&A.

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GERMAN UPDATE – Amendments to German Securities Trading Act (WpHG) with High Significance in Practice: Disclosure of Significant Shareholdings, Home Country Disclosure, Interim Financial Reporting

Executive Summary Revised notification requirements with regard to significant shareholdings conferring voting rights in companies listed in Germany as well as with regard to (financial) instruments regarding such shares in force since 26 November 2015 Mandatory standard form for notifications to be used Scope of sanctions for breach of disclosure requirements substantially broadened One-off disclosure … Continued

Editors’ Note:  Dr. Christof Jäckle and Dr. Emanuel Strehle are members of XBMA’s Legal Roundtable and Partners at Hengeler Mueller, a leading German firm in the M&A and corporate arena.  Dr. Christian Schwandtner, partner of Hengeler Mueller, authored the following article.

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AUSTRALIAN UPDATE: Distressed M&A: Be Diligent

In brief The low oil price and limited capacity for oil and gas producers to further reduce operating costs is presenting challenges for producers of all shapes and sizes. In 2015 we expect that a number of producers will conduct strategic reviews which may lead to the sale of ‘non-core’ assets. Traditional solutions of raising … Continued

Editors’ Note: This article was contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable.  Mr. Podzebenko is a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape.  This article was written by Mr. Podzenbenko’s colleagues at Herbert Smith Freehills: Matthew FitzGerald, Partner, Mary Boittier, Executive Counsel and Peter A Smith, Partner, Brisbane.

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U.S. UPDATE: A New Paradigm for Corporate Governance

Main Article: Recently, there have been three important studies by prominent economists and law professors, each of which points out serious flaws in the so-called empirical evidence being put forth to justify short-termism, attacks by activist hedge funds and shareholder-centric corporate governance.  These new studies show that the so-called empirical evidence omit important control variables, … Continued

Editor’s Note:  This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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