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CHINESE UPDATE – Update on Cross-Border RMB Investment – MOFCOM Further Opens Up RMB Inbound Investment

Highlights: The RMB-dominated cross-border investment had always been a significant channel to promote the internationalization of RMB. Foreign investors have always been seeking more convenient channels to “spend” their RMB proceeds derived from their investment in China, international trade or other sources in onshore or offshore markets. China’s authorities have made significant developments in 2011 … Continued

Editors’ Note: Contributed by Ms. Fang He, a partner at Jun He and a member of XBMA’s Legal Roundtable. Ms. He has broad experience in international M&A. Authored by Ms. Wei Chen of Jun He. Ms. Chen specializes in cross-border M&A, foreign direct investment, outbound investment, private equity investment and national security review. Ms. Chen has expanded experience in other fields such as the securities market, offshore IPO listings and follow-up offerings. This article was first posted on hk.lexiscnweb.com.

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GLOBAL UPDATE – International Cooperation in Merger Control

Executive Summary:   Despite formal agreements for and increased emphasis on international cooperation, there are still significant areas of divergence in how different competition authorities review mergers.  This article discusses recent examples of mergers requiring review in multiple jurisdictions and the key practical messages arising therefrom. Main Article: Execution of a global deal can involve a … 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.  Authored by Ingrid Lauwers and Nele Dhondt of Slaughter and May.

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CHINESE UPDATE – Recent Changes to PRC Corporation Legislation

Highlights: On 28 February 2014, the State Council of the PRC issued Decision Regarding Revocation of and Amendments to Certain Administrative Regulations (国务院关于废止和修改部分行政法规的决定) (“Decision”) which came into force on 1 March 2014. The effect of the Decision has been to change the previous paid-up registered capital system for companies incorporated in China (including foreign investment … Continued

Editors’ Note:   This paper was contributed by Rachel Eng, Managing Partner of WongPartnership and a member of XBMA’s Legal Roundtable.  Joseph He and Gerry Gan, partners and joint heads of WongPartnership’s China Practice, authored this article.

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CANADIAN UPDATE: Bold Proposals Against Unsolicited Take-over Bids of Québec Businesses

Executive Summary:  Québec’s Task Force on the Protection of Québec Businesses has proposed that companies adopt new measures against unsolicited take-overs, including aggressive measures such as: a variable voting right which would be determined by the length of time a shareholder holds shares of a corporation, enabling boards of target companies to fully exercise their … Continued

Editors’ Note: This article 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. The authors of this article are Davies Ward Phllips & Vineberg LLP’s partners Franziska Ruf and Louis-Martin O'Neill and associate Nicolas Morin.

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PANAMA UPDATE: New Regime on Bearer Shares Effective in 2015

Executive Summary: The Panamanian government has engaged in an extensive period of consultations with local and foreign experts, practitioners, professionals and regulators, in a concerted effort to ensure that the jurisdiction continues to embody the highest international standards in terms of functionality and transparency (while preserving confidentiality). To that effect, the Panamanian legislature enacted Law … Continued

FRENCH UPDATE – Activist Strategies and Defenses in France

French Update – Activist Strategies and Defenses in France Executive Summary:  Many of the fundamentals driving increased shareholder activism in the United States and elsewhere are also relevant in France.  The disclosure regime under French securities law should permit companies to identify activist investors, their concert parties and their economic exposure, however, French law and … 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.  Darrois Villey Maillot Brochier is the leading firm in France in the practice of M&A and Takeovers.

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BRAZILIAN UPDATE – New Brazilian Anti-corruption Law and Regulations

Highlights: New legislation establishes sanctions to legal entities involved in corrupt and other illegal acts. Among the sanctions are fines that range from 0,1% to 20% of the annual gross revenue and prohibition from receiving public benefits. The law provides for the strict liability of the legal entities. The liability remains in case of mergers … 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 Eduardo Carvalhaes from Barbosa, Müssnich & Aragão Advogados.

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INDIAN UPDATE – “Options” to Foreign Investors

Highlights: A recent notification of the Securities and Exchange Board of India expressly permitted put and call options in relation to shares of public limited companies, both listed and unlisted. The Reserve Bank of India has clarified that foreign investors can have “optionality” attached to Equity Securities (defined below) so long as such option / … 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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SPANISH UPDATE – New Opportunities For Foreign Investors In The Real Estate Sector

Highlights The newly-created Spanish “bad bank” (SAREB) has been transferred a EUR 50.8 billion pool of loans and real estate assets from Spanish credit entities that were totally or partially nationalized, as well as the legal mandate to liquidate the entire portfolio in 15 years. A legal framework has been enacted to facilitate the divestment … Continued

Editors’ Note: This paper was contributed by Juan Miguel Goenechea, a partner at Uría Menéndez in Madrid and a member of XBMA’s Legal Roundtable.  As one of Spain’s leading M&A experts, Mr. Goenechea has broad expertise in corporate, banking, finance and securities transactions at the top end of the market. This paper was authored by Uría Menéndez senior associates Pedro Ravina and Diego Montoya.

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GLOBAL M&A STATISTICAL UPDATE – XBMA Annual Review for 2013

Executive Summary/Highlights: While total global M&A volume has been relatively consistent over the last four years, hovering around US$ 2.5 trillion per annum, the deal activity making up the $2.5 trillion has varied considerably over this period, reflecting a few trends: Private equity-backed M&A has been gaining steam steadily, growing from 6.3% of global M&A … Continued

Editors’ Note:  XBMA’s 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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