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INDIAN UPDATE – NEW INSIDER TRADING LAWS IN INDIA: HOW MUCH IS TOO MUCH?

Executive summary: The following article discusses the introduction of the 2015 Regulations to overhaul the legal regime to address challenges posed by the 1992 Regulations. Such challenges included limited scope of definition of ‘insider’ or ‘connected person’, no clear guidance on due diligence in listed company transactions and over regulation by prescribing detailed disclosure requirements … Continued

Editors’ Note: Cyril Shroff is a member of XBMA’s Legal Roundtable and 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.

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Korean Update – M&A in Korea – A Year in Review and Outlook (2015)

MAIN ARTICLE Korea had the strongest and most active M&A market in 2014 during the past five years with a 47% increase in announced deal volume from USD 64.8 billion in 2013 to USD 95 billion in 2014 (based on Bloomberg statistics), and Kim & Chang had the privilege of advising on transactions accounting for … Continued

Editors’ Note: Joon B. Kim is a partner at Kim & Chang. Mr. Kim is an expert in inbound and outbound mergers and acquisitions of public and private companies as well as disputes and investigations relating to foreign direct investment and antitrust issues involving multinational corporations.

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French Update – Recent Legal Developments Affecting French Tender Offers

Executive Summary: 2014 witnessed significant changes to the laws and regulations governing public tender offers in France.  Among the more notable changes were: “passivity rule”: the reversal of France’s 2006 opt-in to the Takeover Directive’s version of the English “passivity rule”; double voting rights: the default rule for listed companies now provides double voting rights for all … Continued

Editors’ Note:  Bertrand Cardi is a partner of Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable.  Mr. Cardi, Benjamin Burman and Forrest Alogna, partners of Darrois Villey Maillot Brochier, authored the following article along with their associate Nicolas Mennesson.  Darrois Villey Maillot Brochier is the leading firm in France in the practice of M&A and Takeovers.

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INDIAN UPDATE – Phase II Combination Investigations by the CCI

Executive Summary: While most merger transactions have been passed by the Competition Commission of India (“CCI”) without conducting a detailed investigation, the CCI has escalated recent combinations to such greater review.  This article examines the procedure of the CCI in relation to so-called Phase II inquiries in proposed combinations and highlights some of the teething … Continued

Editors’ Note:  This is contributed by Zia Mody, founding partner of AZB & Partners and a member of XBMA’s Legal Roundtable.  Ms. Mody has led many of India’s most significant corporate transactions, been recognized by Business Today as one of the Most Powerful Women in Indian Business and received the Economic Times Award for Corporate Excellence as Businesswoman of the Year.

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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2014

Executive Summary/Highlights: Global M&A was robust in 2014, hitting two noteworthy post-crisis high-water marks: total global volume reached US$3.5 trillion, and cross-border volume reached US$1.38 trillion. Cross-border M&A reached its highest level since the financial crisis, accounting for 40% of global M&A in 2014, and included some of the year’s largest deals, including many above … 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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CHINESE UPDATE – The Draft Foreign Investment Law and Its Impact on VIEs

Executive Summary: China’s Ministry of Commerce released for comment major legislation, the draft Foreign Investment Law, to overhaul the regulation of foreign direct investment.  The article below discusses how these major changes could impacting foreign investment enterprises and variable interest entities. MAIN ARTICLE The best way to understand the draft Foreign Investment Law (“Draft”), circulated by … Continued

Editors’ Note:  Contributed and authored 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.

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U.S. UPDATE – 2015 Checklist for Successful Acquisitions in the U.S.

Highlights: M&A was robust in 2014, hitting several noteworthy post-crisis high-water marks: total global volume reached US$3.5 trillion, cross-border volume reached US$1.3 trillion (37% of the total) and cross-border M&A involving U.S. companies reached US$770 billion (45% of which was incoming). We expect current trends to continue in 2015, driven, in several key regions, by … Continued

Editors’ Note:  This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton David A. Katz, Scott K. Charles, Ilene Knable Gotts, Andrew J. Nussbaum, Joshua R. Cammaker, Mark Gordon, Eric M. Rosof, Joshua M. Holmes, T. Eiko Stange, Gordon S. Moodie, Raaj Narayan and Francis J. Stapleton.

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CANADIAN UPDATE – Governance Insights 2014

Executive Summary: We are pleased to share with you Davies Governance Insights 2014, the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards, we note that the gender profile of boards reveals a modest increase in female representation, as well … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.

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AUSTRALIAN UPDATE: Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2014

Highlights The Australian public M&A market has seen a resurgence in deal activity over the 12 months to 30 June 2014. The resurgence has been particularly strong in large transactions. FY2014 also saw an increase in competitive bid scenarios. Overall, success rates for transactions remained relatively steady at 64% in FY2014, up from 63% in … Continued

Editors’ Note: This report was authored 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 paper was based on research conducted by Simon Reed, Partner, and Panashi Devchand, Solicitor, at Herbert Smith Freehills.

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GLOBAL UPDATE – The Global Market for Corporate Control – 2014

Main Article: The Global Market for Corporate Control – 2014

Editors’ Note:  The following slides were presented by Richard Campbell-Breeden of Goldman Sachs at XBMA’s symposium in Shanghai on October 23, 2014.

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