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CANADIAN UPDATE – Supreme Court of Canada Extends its Jurisdiction

Highlights:  On September 4, 2015, the Supreme Court of Canada held that the Ontario court has jurisdiction to hear an action brought by Ecuadorian plaintiffs seeking the recognition and enforcement in Ontario of an Ecuadorian judgment against the U.S. multinational corporation Chevron (Chevron US) and its Canadian subsidiary (Chevron Canada) even where Chevron US had … Continued

Editors’ Note:  This update was authored by Poonam Puri, a Professor of Law and former Associate Dean at Osgoode Hall Law School, and an affiliated scholar with the Canadian law firm, Davies Ward Phillips & Vineberg LLP (“Davies”), and Davies partners Sarah V. Powell,  who practices in the areas of environmental, aboriginal and energy law, and litigation partners Luis Sarabia and George J. Pollack. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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AUSTRALIAN UPDATE – Shareholder Intention Statements: The Takeover Panel’s Proposed New Guidance

Highlights: The Takeovers Panel recently issued a draft guidance note on when shareholder intention statements to accept a bid may be unacceptable. Statements of intention from major shareholders to accept a takeover bid or vote in favour of a scheme should be qualified as being subject to no superior proposal emerging. Shareholders should allow a … Continued

Editors’ Note:  Danny Gilbert, co-founder and Managing Partner of Gilbert + Tobin, non-executive director of National Australia Bank, and a member of XBMA’s Legal Roundtable contributed this article written by his colleagues Neil Pathak, head of the firm’s Mergers and Acquisitions team in Melbourne, Sarah Turner, a partner in the firm’s Corporate Advisory group and Nirangjan Nagarajah, a lawyer also in the firm’s Corporate Advisory group.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2015

Executive Summary/Highlights: Global M&A volume in Q3 exceeded US$1 trillion, a quarterly figure second only to 2015’s Q2 in recent years.  M&A volume through the first three quarters was US$3.2 trillion (an increase of 30% over the same period in 2014), and year-to-date volume through the date of publication is the strongest on record.  These … Continued

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

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ISRAELI UPDATE – A Proposed Reform in Israeli Merger Control and Supervision of Authorized Distributors

Executive Summary: Memorandum published by the General Director of the Israel Antitrust Authority earlier this year proposed reform that reflects a considerable expansion in the application of Israeli antitrust law to mergers between foreign corporations, as well as mergers involving Israeli and foreign corporations (including the acquisition of an Israeli corporation by a foreign corporation … Continued

Editor’s Note: David E. Tadmor is a member of XBMA’s Legal Roundtable and the Co-Managing Partner of Tadmor & Co. Yuval Levy & Co.  Mr. Tadmor is recognized as a leading expert in the area of Israeli competition law.  He served as the Director General of the Israel Antitrust Authority (IAA) from 1997 to 2001.  Shai Bakal, head of Tadmor’s Antitrust/Competition group, and Tadmor Antitrust/Competition partner Nava Karavany authored this article with associate Michal Olivero Kornfeld.

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BRAZILIAN UPDATE – New Brazilian Anti-corruption Law and Regulations

Highlights: The Brazilian Anti-Corruption Law established sanctions on legal entities involved in corrupt and other illegal acts. Fines that range from 0,1% to 20% of the annual gross revenue and prohibition from receiving credit from public banks are among the sanctions established. The law provides for the strict liability of the legal entities and for … Continued

Editors’ Note: This update comes from Francisco Antunes Maciel Müssnich (founding partner) from Barbosa, Müssnich & Aragão Advogados. Francisco Müssnich is a member of XBMA’s Legal Roundtable, and a leading expert on Brazilian corporate and M&A matters. This paper was jointly authored by Adriana Dantas and Anna Carolina Malta from Barbosa, Müssnich & Aragão Advogados.

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U.S. UPDATE – The Long Arm of Governance Activism: U.S. Investors Look Abroad

Executive Summary: U.S. public pension funds – longstanding proponents of corporate governance and shareholder proposal-style activism in the U.S. – are now allocating increasing amounts of capital throughout the world, and increasingly considering whether and how to globally apply their strategies and tactics for increasing shareholder power, changing governance norms, influencing boards and management teams … Continued

Editors’ Note: This article was co-authored by Adam O. Emmerich and Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz

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BELGIAN UPDATE – M&A Outlook (First Half of 2015)

Highlights: Toward the end of 2014, the Belgian M&A market became increasingly active.  Due to several factors such as a weaker euro, fear on the part of business owners for a tax shift and greater willingness of the banks to finance acquisitions, the positive trend of enhanced M&A activity continued in H1 2015. Private equity … 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 of Loyens & Loeff’s tax department and Robrecht Coppens, Mathias Hendrickx, Henri Nelen, and Elke Ghesquière of Loyens & Loeff’s corporate and M&A department.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2015

Executive Summary/Highlights: Global M&A volume in Q2 was almost US$1.4 trillion, significantly higher than the average quarterly volumes in recent years and the most active quarter since the financial crisis. Year to date M&A volume was ~US$2.25 trillion.  These USD figures were recorded despite the strength of the dollar when measuring values for deals stuck … 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 – Developments on Foreign Investment Administration – On the Catalogue of Industries for Guiding Foreign Investment (2014 Revision)

Highlights: Foreign investment projects in China are categorized into encouraged, permitted, restricted and prohibited projects.  The 2014 revisions to the Catalogue of Industries for Guiding Foreign Investment were made with the intention to substantially reduce the restricted projects, to loosen the restrictions on foreign shareholding percentage, and to primarily promote the opening-up of the manufacturing … Continued

Editors’ Note:  Contributed by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China.  This article is authored by Jun He partner Catherine Miao and associate Vivian Pan.  Ms. Miao’s practice area includes finance, FDI, enterprise restructuring, M&A, and overseas investment by domestic enterprises.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2015

Executive Summary/Highlights: Global M&A volume in Q1 was US$854 billion, the highest Q1 volume in recent years, carrying momentum from a strong 2014 into 2015.  If deal activity continues at its current pace, global M&A activity in 2015 will at least match last year’s strong volume of approximately US$3.5 trillion. The surge in M&A activity … 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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