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U.S. UPDATE – 2014 Checklist for Successful Acquisitions in the U.S.

Highlights: More than 30% of global M&A in 2013 involved acquirors and targets in different countries, including $134.5 billion of acquisitions in the U.S. by non-U.S. acquirors (a growing 15% of which involved acquirors from emerging economies). Noteworthy cross-border deals in 2013 included Verizon’s $130 billion acquisition of the remaining interest in Verizon Wireless from … 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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RUSSIAN UPDATE – Changes in Russian Merger Control Regulations

Executive Summary Effective at January 30, 2014, Federal Law 423-FZ dated December 28, 2013 ends regulations requiring the subsequent notification of Russian competition authorities of corporate transactions of minor value as well as some intra-group transactions. The amendments to the merger control regulation would have a positive affect the entire Russian M&A market. Main Article … Continued

Editors’ Note: This paper was authored by Vyacheslav Yugai, Senior Associate, Egorov Puginsky Afanasiev & Partners.

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Global Update – Capital Insights: Oil and Gas

Highlights: Increased demand, high oil prices and steady production have increased sector confidence, but challenges lie ahead. Managing return on capital invested is a major issue for the industry, despite high prices and rising demand. Corporates need to keep focused on upstream core assets to increase returns. Partnerships, investment in new technology and a focus … Continued

Editors’ Note: Franny Yao (Yao Fang), who contributed this article, is a Partner & Leader at Ernst & Young in Beijing, responsible for Key Accounts and Government Relations in China. She is a founding director of XBMA and has broad expertise in cross-border M&A, representing major Chinese companies in their global expansion and other strategic drives. This article comes to us from Ernst & Young’s Capital Insights.

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U.S. UPDATE – 2013 Private Equity Year in Review

Main Article: Private equity deal activity ebbed and flowed, often unexpectedly, in 2013. Despite some slow periods, strong debt and equity markets helped support first nine-months numbers that are well ahead of 2012, although Q4 2013 is unlikely to match Q4 2012, where activity was stimulated by anticipated changes in the tax laws. Successful sponsors … Continued

Editor’s Note: Andrew J. Nussbaum is a partner in the corporate department at Wachtell, Lipton, Rosen & Katz. The following post is based on a Wachtell Lipton firm memorandum by Mr. Nussbaum, Steven A. Cohen, Amanda N. Persaud, and Joshua A. Feltman.

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INDIAN UPDATE – Unilateral Conduct: The Competition Commission of India’s Enforcement Priorities

Executive Summary: The following article Unilateral Conduct: The Competition Commission of India’s Enforcement Priorities analyses the principles and trends enunciated by the Competition Commission of India (“CCI”) in the abuse of dominance cases dealt with by the CCI to date.  Main Article:  Introduction: Legal Framework The Competition Act, 2002 (“Act”) (as amended) is the principal … 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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CANADIAN UPDATE – Governance Insights 2013

Executive Summary: This third annual edition of Governance Insights presents Davies’ analysis of the corporate governance practices of Canadian public companies over the course of 2013 and the trends and issues that influenced and shaped them. We expect 2014 to be an active year for governance themes with greater calls for diversity on boards, a … 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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CHINESE UPDATE – People’s Bank of China Announced Financial Support Polices on Shanghai Pilot Free Trade Zone

Highlights: On December 2, 2013, the People’s Bank of China (“PBOC”) released its Opinions on the Financial Support of the Development of the China (Shanghai) Pilot Free Trade Zone (the “FTZ”) (the “Opinions”).  The Opinions committed to the promotion of reforms and pilots in the FTZ in the sectors of cross-border RMB usage, RMB capital … 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. Authored by Natasha Xie (Xie, Qing), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Ms. Xie is a partner at Jun He, specialized in banking and finance, foreign direct investment and M&A.

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AUSTRALIAN UPDATE: FIRB Provides Welcome Clarity For A-REITs

Highlights: There has been increasing uncertainty about the circumstances in which foreign investors in A-REITs need to notify their investment to FIRB and seek the Treasurer’s approval. To address this, FIRB has published a press release providing a safe harbour for foreign investors and issuers in which acquisitions of units in listed and other public … Continued

Editors’ Note:This report was written and contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable and a member of Herbert Smith Freehills’ Corporate Group.

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SPANISH UPDATE – Foreign Investment in Spain

Executive Summary: Although Spain’s current microeconomic situation is still critical, the macroeconomic framework is more stable; it appears that Spain is once again becoming regarded as a safe jurisdiction for investors.  This stability, together with a steep fall in valuations, is reinvigorating the market, and investors have begun looking at future investment opportunities.  This article, … 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.  The authors of this paper are Edurne Navarro, partner in charge of Uría Menéndez’s Brussels office and Alfonso Ventoso, partner in Uría Menéndez’s Madrid office.

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HUNGARIAN UPDATE – Easing Administrative Burden on Companies Filing for Merger Clearance?

Executive Summary:  The Hungarian Competition Authority (“GVH”) amended the documents – including the merger filing form – related to merger control proceedings in the summer of 2013, with the declared aim of further decreasing the administrative burdens placed on market players. Further to the amendments of the merger documents, amendments to Hungary’s Competition Act (“CA”) … Continued

Editors’ Note:  Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable.  He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.  This article is written by Anna Turi of Schönherr, Budapest.

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