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CHINESE UPDATE – China’s Next 30 Years: From “Scale Dividend” to “Productivity and Institutional Dividend”

Highlights: Dr. Qin argues that 2010 marked a major turning point for the Chinese economy, reflecting the end of 30 years of high speed growth.   China’s aging population and decelerating urbanization and the impending global rebalancing will require China to shift gears from an export dependent model to a more internally focused economy.  The theme … Continued

Editors’ Note:  This presentation was authored by Dr. Qin Xiao, Chairman of the Board of the Boyuan Foundation and a current member of the 11th National Committee of Chinese People’s Political Consultative Conference.  While the presentation is general in nature, it could prove useful in forming a strategy for doing deals with Chinese companies in the years to come.  Dr. Qin has extensive experience with Chinese businesses and markets.  Among other roles, he currently serves as an independent non-executive director at AIA Group Limited, China Telecom, HKR International Limited, and China World Trade Center Co. Limited, and as Chairman of China Merchants Group and China Merchants Bank, President and Vice Chairman of China International Trust and Investment Corporation (CITIC), and Chairman of CITIC Industrial Bank.  Dr. Qin received a Ph.D. degree in Economics from the University of Cambridge.

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ARGENTINE UPDATE – Trends and Developments in Argentine M&A

KEY POINTS: Despite Argentina’s high inflation and a lack of certain structural reforms, there has been an increase in the M&A activity in the country during 2011. This increase has mainly been driven by strategic investors and to a lesser degree by venture capital and private equity funds attracted by Argentina’s GDP robust growth and … Continued

Editors’ Note:  Santiago Carregal is a partner at Marval, O' Farrell & Mairal and a member of XBMA’s Legal Roundtable.  In addition to handling many of the most significant cross-border M&A transactions in Argentina, he serves as a professor of post-graduate studies in banking and finance at Universidad de Buenos Aires, Universidad Austral and Universidad Católica Argentina.  He is widely recognized for his expertise in Argentine commercial, banking and capital markets transactions.

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GERMAN UPDATE – New Disclosure Requirements to Prevent Secret Stake-building in German Listed Companies

Executive Summary: New share- and instrument holding disclosure rules concerning German listed companies go into force on 1 February 2012. The new rules particularly intend to prevent secret stakebuilding in listed companies. The new rules are likely to have a significant impact on public takeovers. The rules may also apply, under particular circumstances, to non-German companies … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  As leading German M&A specialists they have broad experience with German public companies in the takeover arena, and the German ownership disclosure requirements that have recently been modified.  This paper follows Olivier Diaz’ recent post on LVMH’s stakebuilding in Hermes and the French regulatory reaction, further marking the trend of modernizing disclosure requirements in many jurisdictions in order to address under-the-radar stakebuilding. We invite papers from other jurisdictions on this topic.

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CHINESE UPDATE – MOFCOM Conditionally Clears Acquisition (Requiring Disposition) by Private Equity Investor, Dispelling Notion that Private Equity Deals Are Less Subject to Anti-Trust Challenge in China

Executive Summary/Highlights:  MOFCOM conditionally cleared the acquisition of Savio Macchine Tessili S.p.A ofItaly by Alpha Private Equity Fund V, a European private equity firm, subject to certain disposition conditions. This is the first conditional decision relating to a private equity investor that grants conditional approval.  Historically, PE firms have believed that their transactions were very … Continued

Editors’ Note:  This post was authored by Janet Hui (Xu Rongrong) and Sarah Chen of Jun He.  Janet Hui is a partner at Jun He inBeijing with extensive experience in M&A, antitrust and competition matters.

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BRAZILIAN UPDATE – Brazil’s New Antitrust Law To Require Pre-Merger Clearance

Executive Summary/Highlights: The Brazilian House of Representatives has approved a bill that substantially changes merger review procedures and antitrust investigations in Brazil.  The new law is subject to Presidential approval and will likely become effective in mid-2012. The new law creates a pre-merger review system (clearance will be a condition precedent to closing) and changes … Continued

Editors’ Note:  This paper was authored by Tito Amaral de Andrade, partner, and Erica Sumie Yamashita, associate, at Machado, Meyer, Sendacz e Opice Advogados, one of Brazil’s most  respected corporate law firms with extensive experience in Brazilian M&A and antitrust matters.

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MEXICAN UPDATE – Foreign Asset Management Companies Now Eligible to Manage Mexican Pension Funds

Executive Summary/Highlights:  Mexico’s Retirement System National Commission recently enacted new legislation designed to facilitate the outsourcing of investment management of Mexican pension funds. One of the main goals of the new legislation is to create a competitive market that is open to international asset managers. The new legislation permits SIEFORES and their authorized Agents to … Continued

Editors’ Note:  Manuel Galicia Romero is a founding partner of Galicia Abogados and a member of XBMA’s Legal Roundtable. Mr. Galicia, who was involved in the negotiation of the North American Free Trade Agreement (NAFTA), is a leading expert in international transactions in Mexico.

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JAPANESE UPDATE – A Step Towards Easing Restrictions on Use of Exchange Offers by Japanese Companies Making Foreign Acquisitions

Executive Summary/Highlights:  Japanese legal hurdles to cross-border exchange offers or triangular mergers have deterred Japanese acquirers from using their stock in cross-border acquisitions. A recent amendment to the Law on Special Measures for Industrial Revitalization and Innovation, which took effect on July 1, 2011, introduces a new path to facilitate exchange offers by Japanese firms … Continued

Editors’ Note:  This paper was authored by Akemi Suzuki, a partner at Nagashima Ohno & Tsunematsu who concentrates on domestic and cross-border mergers and acquisitions in theU.S., Asia andEurope.  Shuji Yanase is a former chairman of Nagashima Ohno & Tsunematsu and a member of XBMA’s Legal Roundtable, with more than thirty years of leadership in international M&A transactions involving Japanese firms.

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PERUVIAN UPDATE – New Rules for Investments in Natural Resources in Peru

Executive Summary/Highlights: New laws  provide indigenous people consultation right with respect to investment in Peruvian natural resources, but not the veto investors feared; however, they could delay projects while regulations are worked out, New mining “windfall profit tax” expected by the Peruvian Government to raise the total tax and mandatory profit sharing costs in the … Continued

Editors’ Note:  This paper was written by Jose Antonio Payet and Silvia Cachay, partners at Payet Rey Cauvi, one of Peru’s leading firms with significant experience in foreign investment in Peru.  Mr. Payet is a member of XBMA’s Legal Roundtable.

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AUSTRALIAN UPDATE – Trends and Developments in Australian Cross-Border M&A

Executive Summary:  So far this year, about  70% of Australian announced listed company deals over $100m have involved foreign bidders.  Foreigners making bids in Australia include principally acquirors from the US, UK, Canada and China. With the Asian demand for resources and agribusiness companies, Chinese and Indian bids are expected to increase. The large number … Continued

Editors’ Note:  This paper was authored by Gilbert + Tobin partners Neil Pathak, Peter Cook and Nirangjan Nagarajah.  Danny Gilbert, co-founder and Managing Partner of Gilbert + Tobin, is a member of XBMA’s Legal Roundtable and non-executive director of National Australia Bank.

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AUSTRIAN UPDATE – Developments in Austrian M&A in 2011

Executive Summary/Highlights: Austrian M&A during Q1 through Q3 2011 was largely driven by (1) consolidation involving intra group restructurings with disposals and exits, and (2) transactions triggered by insolvency. Consolidation of the Austrian banking sector remained a key driver for transactional activity. New 2011 law implemented Regulation 2009/109 EC, providing among other things for lesser … Continued

Editors’ Note:   Christian Herbst is a partner 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.

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