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Contributed by:  Olivier Diaz, Darrois Villey Maillot Brochier (Paris) [stextbox id=”custom”]Editors’ Note:  Olivier Diaz is the Managing Partner of Darrois Villey Maillot Brochier and a member of XBMA’s Legal Roundtable.  As one of France’s leading M&A lawyers, Mr. Diaz has extensive experience with the French disclosure requirements discussed below.  Mr. Diaz’s paper highlights a trend … Continued

Executive Summary/Highlights: U.S.M&A volume over the last 12 months was just shy of US$1 trillion, including almost $200 billion of cross-border acquisitions in theU.S.by non-U.S. investors or acquirors. Despite some well-publicized examples of thwarted deals and fears of growing protectionism, theU.S.deal markets remain open to non-U.S. acquirors and investors.  The Obama Administration’s nascent plan to … Continued

Executive Summary/Highlights: The VIE structure (i.e. reliance upon contractual arrangements to control a PRC operating company) has been a popular structure in the last decade for both foreign and Chinese investors alike. A number of recent cases involving companies using a VIE structure have exposed the inherent defects and potential legal and regulatory risks inherent … Continued

Executive Summary/Highlights: New regulations overhaul the Indian takeover regime, increase transparency, and represent a significant improvement. One of the key changes is the new principle-based treatment accorded to “indirect” acquisitions, where a substantial acquisition of shares, voting rights or control of a target company occurs indirectly through the acquisition of shares or control of an … Continued

Executive Summary/Highlights: Global M&A volume in Q3 was relatively sluggish at US$507 billion, marking the second consecutive quarterly decline, but aggregate global volume for 2011 year-to-date is still 4% higher than volume for the first three quarters of 2010. Cross-border transactions have rebounded somewhat since 2009, with 36% of 2011 global M&A involving an acquirer … Continued

Executive Summary: The European Commission recently issued clearance under the merger control rules for the proposed joint venture between DSM and Sinochem. The Commission considered the question of whether all Chinese State-Owned Enterprises (so called “SOEs”) should be considered a single economic entity, but left the question open for future determination after concluding that even … Continued

Executive Summary/Highlights: An August 2010 legal opinion of the Federal Attorney-General of Brazil (Advocacia Geral da União) extended the Brazilian law that restricts the acquisition of rural land by foreigners to apply also to acquisitions of land by Brazilian companies controlled by foreigners. As a result, cross-border change of control transactions involving Brazilian companies that … Continued

How China Reset Its Global Acquisition Agenda, by Peter J. Williamson and Anand P. Raman Executive Summary/Highlights: The first wave of cross-border takeovers by Chinese companies, between 2000 and 2007, was unsuccessful because of a number of strategic and tactical mistakes, including pursuit of inexpensive deals and troubled companies that were difficult to turn around; … Continued

Executive Summary/Highlights: As at June 2011, overall M&A activity in Singapore was up 40.8 per cent to US$23.3 billion, making it the busiest half-year opening since 2008. The rise has been driven by various factors, not least the amount of capital funds flowing into South-East Asia. Singapore recently liberalized its banking regulations to allows banks … Continued

Executive summary: The recent acquisition of Parmalat — one of the biggest Italian listed companies — by the French dairy group Lactalis, caused a huge debate in the financial and political communities in Italy. Lactalis’ bid was initially met with stiff Italian resistance, including encouragement of potential local “white knights,” issuance of an emergency decree … Continued