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DUTCH UPDATE – Dutch cooling-off period in face of shareholder activism or hostile take-over

Dutch cooling-off period in face of shareholder activism or hostile take-over On December 7, 2018, the Dutch government published draft legislation aimed at promoting a careful decision-making process in case of shareholder activism or a hostile takeover. If enacted in its current form, the proposal would introduce a statutory cooling-off period of up to 250 … Continued

Editor’s Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Paul van der Bijl focuses on IPOs, follow-on offerings, public M&A, anti-takeover defenses, corporate governance and complex cross-border transactions.

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Spotlight on Boards

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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DUTCH UPDATE – Shareholders’ Rights Directive implementation bill now before Parliament

Shareholders’ Rights Directive implementation bill now before Parliament On 16 October 2018, the bill for the implementation in Dutch law of the revised Shareholders’ Rights Directive (EU 2017/828) was submitted to the lower house of the Dutch parliament (Tweede Kamer). In this newsletter, we will describe the changes in the bill compared to the earlier … Continued

Editor's Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Geert Raaijmakers specializes in corporate governance, corporate structuring and joint ventures and on pension fund governance. Maarten Buma and Suzanne Rutten specialize in corporate law.

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The Future of the Corporation

The Future of the Corporation A project of the British Academy—“The Future of the Corporation” reached a major milestone on November 1, 2018 with the public discussion of a framework and supporting papers. The project is led by Oxford Prof. Colin Mayer. In his framework, Prof. Mayer puts forth a radical reinterpretation of the nature … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2018

Executive Summary/Highlights: Global M&A in 2018 is at record levels, and at the current pace could approach 2007’s all-time high of almost US$5 trillion. Cross-border dealmaking has surged, with the volume of cross-border M&A over the first three quarters of 2018 already far surpassing that of all of 2017. Likewise, the market for mega-deals remains … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2018

Executive Summary/Highlights: The global M&A environment continued to show historic strength in 2018, as global deal volume reached nearly US$1.3 trillion for the second quarter and US$2.5 trillion for the first half of the year. Global M&A activity has enjoyed a steady climb over the last several quarters and has increased sharply since Q3 2017, … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CHINESE UPDATE – The Future of Automotive JVs under the New Policy of Opening Up the Automotive Industry in China

Summary There are numerous examples of Automotive JVs that have been operating successfully and profitably in China for more than a decade. With the imminent removal of the shareholding cap on foreign investment in automotive manufacturing, there will be opportunities for Chinese and foreign parties to alter their equity holdings, including being able to buy … Continued

Editor's Note: Contributed by Adam Li, a partner at JunHe and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies. This article was authored by Mr. Michael Weng, and Mr. Daniel He, both partners at JunHe. Mr. Weng has broad experience dealing with complicated foreign direct investment and cross-border M&A transactions, and Mr. He is specialized in merger and acquisition projects, joint venture transactions, and strategic investment projects in various industries.

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Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value

Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value * A modified version of this article was recently featured in a publication for public company directors, CEOs and general counsels. As the spotlight on boards, management teams, corporate performance and governance intensifies, as articles like the Bloomberg and Fortune profiles of Elliott … Continued

Editor’s Note: This article was authored by Sabastian V. Niles of Wachtell, Lipton, Rosen & Katz.

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Spotlight on Boards

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for First Quarter 2018

Executive Summary/Highlights: Global M&A is off to a fast start in 2018, as global deal volume in Q1 was the strongest of any first quarter, and the third strongest quarter overall, since the beginning of the post-crisis recovery. The momentum from a strong Q4 2017 in global M&A carried into Q1 2018.  Q1 saw more … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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