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Chambers Global Practice Guides Corporate M&A Japan 2017
CHAMBERS Global Practice Guides JAPAN Corporate M&A LAW & PRACTICE: p.3 ContributedContributed by Mori Hamada by & Matsumoto MoriThe Hamada‘Law & Practice’ & Matsumoto sections provide easily accessible information on navigating the legal system when conducting business in the jurisdic- tion. Leading lawyers explain local law and practice at key transactional stages and for crucial aspects of doing business. DOING 2017BUSINESS IN JAPAN: p.283 Chambers & Partners employ a large team of full-time researchers (over 140) in their London office who interview thousands of clients each year. This section is based on these interviews. The advice in this section is based on the views of clients with in-depth international experience. JAPAN LAW & PRACTICE: p.3 Contributed by Mori Hamada & Matsumoto The ‘Law & Practice’ sections provide easily accessible information on navigating the legal system when conducting business in the jurisdic- tion. Leading lawyers explain local law and practice at key transactional stages and for crucial aspects of doing business. LAW & PRACTICE JAPAN Contributed by Mori Hamada & Matsumoto Authors: Hajime Tanahashi, Takayuki Kihira, Kenichi Sekiguchi, Akira Matsushita Law & Practice Contributed by Mori Hamada & Matsumoto CONTENTS 1. Trends p.5 6.6 Additional Governance Rights p.12 1.1 M&A Market p.5 6.7 Voting by Proxy p.12 1.2 Key Trends p.5 6.8 Squeeze-Out Mechanisms p.12 1.3 Key Industries p.5 6.9 Irrevocable Commitments p.12 2. Overview of Regulatory Field p.5 7. Disclosure p.13 2.1 Acquiring a Company p.5 7.1 Making a Bid Public p.13 2.2 Primary Regulators p.5 7.2 Types of Disclosure p.13 2.3 Restrictions on Foreign Investment p.5 7.3 Requirement for Financial Statements p.13 2.4 Antitrust Regulations p.6 7.4 Disclosure of the Transaction Documents p.13 2.5 Labour Law Regulations p.6 8. -
Overview of Public Merger & Acquisition Regulations of The
FIRST ISSUED FEB 2018, UPDATED AUGUST 2019 Overview of Public Merger & Acquisition Regulations of the Kingdom of Saudi Arabia IN THIS ISSUE: Introduction Introduction Since the introduction by the Capital Market Authority (the “CMA”) of the Key Legislation Kingdom of Saudi Arabia (the “Kingdom”) of the amended Merger and Scope of Application of M&A Acquisition Regulations1 (the “M&A Regulations”) there has been a distinct Regulations increase in market activity2, indicating that public M&A transactions will Appointment of Advisers continue to drive deal flow in the Kingdom. Competition Law Considerations This note, updated in August 2019, provides a high-level overview of the Private Transactions current regulatory regime of the Kingdom governing public M&A Rules of Tender Offers transactions, and how certain of the M&A Regulations are tending to be applied in practice No Squeeze-Out Right Merger Transactions Key Legislation The principal legislative acts which regulate public M&A transactions in the Kingdom are: the Companies Law (the “Companies Law”) issued by Royal Decree No. M/3 dated 28/01/1437H (corresponding to 10 November 2015); the Capital Market Law (the “CML”) issued by Royal Decree No. M/30 dated 02/06/1426H (corresponding to 31 July 2003); the M&A Regulations; 1 As issued by the CMA pursuant to its Board Resolution No. 2-94-2017 dated 25/01/1439H (corresponding to 15 October 2017), which became effective as of 19 October 2017, as further amended pursuant to its Resolution No. 3-45-2018 dated 7/8/1439H (corresponding to 23 -
'' Criticizing the Mandatory Bid Rule of the Takeover Bid Directive ''
School of Economics and Business Administration LLM in Transnational and European Commercial Law & Alternative Dispute Resolution DISSERTATION ‘’ Criticizing the mandatory bid rule of the takeover bid Directive ‘’ IOANNA BALTA Stud. ID: 1104120054 Under the supervision of Dr. Thomas Papadopoulos Thessaloniki, 29 November 2013 International Hellenic University Criticizing the mandatory bid rule of the Takeover Bid Directive S Acknowledgements The writing of this dissertation has been one of the most significant academic challenges I have ever had to face. Without the support, patience and guidance of the following people, this study would not have been completed. I owe my gratitude to Dr. Thomas Papadopoulos, who undertook to act as my supervisor despite his many other academic and professional commitments. His wisdom, kindness and knowledge to the highest standards inspired and motivated me. I will always be grateful to my family, that have supported, encouraged and believed in me, and in all my endeavours who so lovingly and unselfishly cared for me. This dissertation is dedicated to my family. 1 International Hellenic University Criticizing the mandatory bid rule of the Takeover Bid Directive ABSTRACT This paper analyses the efficiency of the mandatory bid rule under the framework of Directive 2004/25/EC on takeover bids. The rule requires that anyone acquiring control of a listed company is obliged to make an offer to be addressed to all the shareholders of the target company for all their holdings at an equitable price. In the efforts of the EU to promote more efficient capital structures in Europe, the rule is mainly regarded as a protection mechanism for the minority shareholders. -
Rebuilding the Trade Center
Rebuilding the Trade Center An Interview with Larry A. Silverstein, President and Chief Executive Offi cer, Silverstein Properties, Inc. EDITORS’ NOTE In July 2001, Larry The progress at the Trade Center Silverstein completed the largest real site for many years was very slow. I estate transaction in New York his- was frustrated because I was able to tory when he signed a 99-year lease build 7 World Trade Center in a four- on the 10.6-million-square-foot World year time frame. Trade Center for $3.25 billion only to We went into the ground in 2002, see it destroyed in terrorist attacks six and by 2006, we fi nished it after every- weeks later on September 11, 2001. body had predicted that the building He is currently rebuilding the offi ce would never succeed. We fi nanced it component of the World Trade Center for 40 years. We leased it and today, site, a $7-billion project. Silverstein it’s over 90 percent rented. The build- owns and manages 120 Broadway, ing has been enormously successful. tenancies that have the capacity of occupying 120 Wall Street, 529 Fifth Avenue, Larry A. Silverstein (above); The sad thing is that with the bal- its entirety. So that is gratifying, especially since and 570 Seventh Avenue. In 2008, the World Trade Center ance of the site, we could have done that building is based upon the need of a tenant. Silverstein announced an agree- rendering (right) what we did on 7 if given the opportu- We have the same level of interest in Tower ment with Four Seasons Hotels and nity to do so. -
Mergers & Acquisitions 2021
Mergers & Acquisitions 2021 A practical cross-border insight into mergers and acquisitions 15th Edition Featuring contributions from: Aabø-Evensen & Co Advokatfirma Dittmar & Indrenius Oppenheim Law Firm Advokatsko druzhestvo Stoyanov & Tsekova in E&G Economides LLC Philip Lee cooperation with Schoenherr GDA Advogados Roca Junyent SLP APM & Co. GSK Stockmann Rokas ASP Advogados Hogan Lovells Schoenherr Atanaskovic Hartnell Houthoff Shardul Amarchand Mangaldas & Co Bär & Karrer Ltd Skadden, Arps, Slate, Meagher & Flom LLP Lee and Li, Attorneys-At-Law BBA//Fjeldco URBAN STEINECKER GAŠPEREC BOŠANSKÝ LEGIS and Partners Ltd Bech-Bruun Vieira de Almeida Lexel Juridique & Fiscal Blake, Cassels & Graydon LLP Wachtell, Lipton, Rosen & Katz Maples Group Bowman Gilfillan Inc. Walalangi & Partners (in association with Nishimura MJM Limited & Asahi) Cektir Law Firm Moravčević Vojnović and Partners in Walkers de Bedin & Lee LLP cooperation with Schoenherr WBW Weremczuk Bobeł & Partners Attorneys at Law DealHQ Partners Nishimura & Asahi Wolf Theiss DF Advocates NUNZIANTE MAGRONE Table of Contents Expert Chapters Global M&A Trends in 2020 1 Scott C. Hopkins, Adam Howard & Craig Kelly, Skadden, Arps, Slate, Meagher & Flom LLP M&A Lessons from the COVID Crisis 4 Adam O. Emmerich & Trevor S. Norwitz, Wachtell, Lipton, Rosen & Katz Q&A Chapters Angola Indonesia 9 Vieira de Almeida / ASP Advogados: Susana Almeida 143 Walalangi & Partners (in association with Nishimura Brandão & Hugo Sipitali & Asahi): Miriam Andreta & Siti Kemala Nuraida Australia Ireland -
Fairness Opinion Regarding Announced Mandatory Offer from Canica AS
Arcus ASA Destilleriveien 11 1481 Hagan Norway Attention: The Board of Directors Oslo, 9 July 2018 Fairness Opinion regarding announced mandatory offer from Canica AS 1. BACKGROUND Carnegie AS (“Carnegie”) has been retained by the Board of Directors (the “Board”) of Arcus ASA, a company incorporated under the laws of Norway (“Arcus” or the “Company”), in connection with the mandatory offer by Canica AS (“Canica” or the “Offeror”) to acquire all outstanding shares in Arcus for a cash consideration of NOK 45.00 per share (the “Offer Price”), as announced 4 July 2018 (the “Offer”). The Offer was formally set forth in the offer document (the “Offer Document”) published 4 July 2018, and values Arcus shares to approximately NOK 3,061 million (market capitalization). Under § 6-16 (1) of the Norwegian Securities Trading Act, the Board has a duty to issue a statement in relation to the Offer. The statement shall include an assessment of the impact of a potential completion of the Offer on the Company’s interests, including the effect, if any, of strategic plans by the Offeror as noted in the Offer Document on the employees and the location of the Company’s business, as well as other factors of significance for assessing if the Offer should be accepted by the Company’s shareholders. The Board has retained Carnegie to provide a Fairness Opinion of the Offer in accordance with the Norwegian Code of Practice for Corporate Governance – NUES. The opinions expressed in this Fairness Opinion are prepared for the Board in order for the Board to evaluate if the Offer is fair from a financial point of view. -
Financing Affordable Rental Housing: Defining Success Five Case Studies
Financing Affordable Rental Housing: Defining Success Five Case Studies Bessy M. Kong and Derek Hsiang Financing Affordable Rental Housing: Defining Success Five Case Studies Bessy: Defining M. Kong and Derek Hsiang Success Five Case Studies ACKNOWLEDGEMENTS This report was produced with the support and collaboration of the Korea Housing and Urban Guarantee Corporation (HUG) as a part of a joint research initiative with the Urban Sustainability Lab- oratory of the Wilson Center to examine public finance programs to increase the supply of affordable rental housing in the United States and Korea. The authors would like to thank HUG leadership and research partners, including Sung Woo Kim, author of the Korean report, and Dongsik Cho, for his support of the HUG-Wilson Center part- nership. We would also like to thank Michael Liu, Director of the Miami-Dade County Department of Public Housing and Commu- nity Development, for sharing his knowledge and expertise to in- form this research and for presenting the work in a research sem- inar and exchange in Seoul in November 2016. We are grateful to Alven Lam, Director of International Markets, Office of Capital Market at GinnieMae, for providing critical guidance for this joint research initiative and for his contribution to the Seoul seminar. Thanks to those who provided information for the case studies: Jorge Cibran and José A. Rodriguez (Collins Park); Andrew Gross and Michael Miller (Skyline Village); and, Robert Bernardin and Marianne McDermott (Pond View Village). A special acknowl- edgement to Allison Garland who read all the drafts; to Marina Kurokawa who helped with the initial research; and to Wallah Elshekh and Carly Giddings who assisted in proof reading and the formatting of the bibliography, footnotes and appendices. -
The Politics of Planning the World's Most Visible Urban Redevelopment Project
The Politics of Planning the World's Most Visible Urban Redevelopment Project Lynne B. Sagalyn THREE YEARS after the terrorist attack of September 11,2001, plans for four key elements in rebuilding the World Trade Center (WC) site had been adopted: restoring the historic streetscape, creating a new public transportation gate- way, building an iconic skyscraper, and fashioning the 9/11 memorial. Despite this progress, however, what ultimately emerges from this heavily argued deci- sionmakmg process will depend on numerous design decisions, financial calls, and technical executions of conceptual plans-or indeed, the rebuilding plan may be redefined without regard to plans adopted through 2004. These imple- mentation decisions will determine whether new cultural attractions revitalize lower Manhattan and whether costly new transportation investments link it more directly with Long Island's commuters. These decisions will determine whether planned open spaces come about, and market forces will determine how many office towers rise on the site. In other words, a vision has been stated, but it will take at least a decade to weave its fabric. It has been a formidable challenge for a city known for its intense and frac- tious development politics to get this far. This chapter reviews the emotionally charged planning for the redevelopment of the WTC site between September 2001 and the end of 2004. Though we do not yet know how these plans will be reahzed, we can nonetheless examine how the initial plans emerged-or were extracted-from competing ambitions, contentious turf battles, intense architectural fights, and seemingly unresolvable design conflicts. World's Most Visible Urban Redevelopment Project 25 24 Contentious City ( rebuilding the site. -
Tender Offers in Italy
May 2007 JONES DAY COMMENTARY Tender Offers iN ItalY Italy has not yet implemented the Directive on target company’s shareholders—hence the provi- Takeover Bids (Directive 2004/25/EC, the “Directive”) sion, in addition to the rules governing voluntary ten- in its internal legal system.1 However, Italian tender der offers, of a set of rules governing the so-called offer rules currently in force, as set forth in Legislative “mandatory tender offers.” Decree no. 58 of February 24, 1998, and CONSOB2 Regulation no. 11971 of May 14, 1999, already provide for In a nutshell, the concept of a mandatory tender offer many of the concepts set forth in the Directive, since is such that whoever comes to hold a controlling the Italian legislation, when enacted, was based on a stake in an Italian listed company shall be required to previous draft of the Directive. We will provide here an launch a tender offer for all of the remaining shares of overview of the main concepts and rules that apply to such company at an equitable price to be determined tender offers in Italy, noting where they differ from the in accordance with Italian law, thus allowing the minor- principles set forth in the Directive. ity shareholders to tender their shares to the bidder at a price that is the same as or comparable to that paid by the bidder to acquire the controlling stake in the ThE ConcepT Of Mandatory Tender target company. Offers Italian law provides for three main types of mandatory Both the Directive and Italian law aim to ensure equal tender offers: treatment of, and prevent discrimination against, the _______________ 1. -
Minutes from the Monthly Meeting of Manhattan Community Board # 1 Held October 27, 2009 South Street Seaport Museum
MINUTES FROM THE MONTHLY MEETING OF MANHATTAN COMMUNITY BOARD # 1 HELD OCTOBER 27, 2009 SOUTH STREET SEAPORT MUSEUM Public Hearing (5:30 PM) Public Hearing on Capital and Expense Budget Requests for FY 2011. No speakers signed up for the hearing and it was adjourned at 6:00 PM. Public Session City Council Member-Elect Margaret Chin The Council Member-elect greeted board members and said she’s looking forward to working with CB1 commencing in January 2010. She proposed that CB1 change its meeting date to avoid conflicting with CB3’s meeting which also occurs on the fourth Tuesday. Henry Korn, Attorney for 145 Hudson Street Thanked the Tribeca committee for recommending approval of the application for a special permit for 145 Hudson Street. Matthew Peckham, Architect for 145 Hudson Street Also thanked the Tribeca committee for the resolution. NYS Senator Daniel Squadron The Senator informed us that parent resource guides are available for the 25th Senate District Hosted a meeting with newly appointed S.L.A Chair Dennis Rosen. Anticipates conducting a town hall meeting in January. Launched Chinese Hotline 917-247-2348. People can call this number to request assistance from his office in the Mandarin and Cantonese dialects. Borough President Scott Stringer The Borough President praised Senator Daniel Squadron as a leader whom we are fortunate to have represent our District. Reported that we now have 2 new schools, but our search for additional space must continue due to the population growth in the area. Warned that while drilling into the earth near the Catskill/Delaware watershed in order to extract gas may seem appealing, it’s dangerous and can affect our drinking water, most of which originates there. -
Chairman's Award
THE NEW YORK LANDMARKS CONSERVANCY CHAIRMAN’S AWARD February 23, 2021 Chairman’s Award The New York Landmarks Conservancy inaugurated the Chairman’s Award in 1988 to recognize exceptional individuals, organizations, and businesses that have demonstrated their dedication to protecting New York’s architectural legacy. About Us The Conservancy’s singular mission for nearly fifty years has been the protection of New York’s built environment – from the iconic buildings that define the City’s spectacular skyline to the diverse neighborhoods where we live, work, and play. We are a strong voice for sound preservation policies. We are also the only organization that empowers New Yorkers with financial and technical assistance to restore their historic homes, cultural, religious, and social institutions. Our grants and loans of $53 million have mobilized more than $1 billion in some 2,000 renovation projects throughout the State, revitalizing communities, creating economic stimulus, and supporting local jobs. While most of our work is with individual homeowners and other nonprofit organizations, our achievements have included such high profile projects as the Alexander Hamilton U.S. Custom House, Moynihan Station, Fraunces Tavern block, Federal Archive Building, Astor Row, Ellis Island, and the establishment of the Lower Manhattan Preservation Fund following the terrorist attacks of September 11th. The New York Landmarks Conservancy One Whitehall Street, 21st Floor New York, NY 10004-2127 nylandmarks.org On the cover: 550 Madison Avenue, photo courtesy of The Olayan Group TWA Terminal at JFK Airport, photo courtesy of TWA Hotel, David Mitchell THE NEW YORK LANDMARKS CONSERVANCY 2021 CHAIRMAN’S AWARD honoring Rick Cotton Port Authority of New York and New Jersey Erik Horvat The Olayan Group Tyler Morse MCR February 23, 2021 12:00 pm Virtual Award Presentation 12:30 – 1:00 pm Virtual Networking Reception Leadership Committee Chair Frank J. -
APC WTC Thesis V8 090724
A Real Options Case Study: The Valuation of Flexibility in the World Trade Center Redevelopment by Alberto P. Cailao B.S. Civil Engineering, 2001 Wentworth Institute of Technology Submitted to the Center for Real Estate in Partial Fulfillment of the Requirements for the Degree of Master of Science in Real Estate Development at the Massachusetts Institute of Technology September 2009 ©2009 Alberto P. Cailao All rights reserved. The author hereby grants MIT permission to reproduce and distribute publicly paper and electronic copies of this thesis document in whole or in part in any medium now known or hereafter created. Signature of Author________________________________________________________________________ Center for Real Estate July 24, 2009 Certified by_______________________________________________________________________________ David Geltner Professor of Real Estate Finance, Department of Urban Studies and Planning Thesis Supervisor Accepted by_____________________________________________________________________________ Brian A. Ciochetti Chairman, Interdepartmental Degree Program in Real Estate Development A Real Options Case Study: The Valuation of Flexibility in the World Trade Center Redevelopment by Alberto P. Cailao Submitted to the Center for Real Estate on July 24, 2009 in Partial Fulfillment of the Requirements for the Degree of Master of Science in Real Estate Development Abstract This thesis will apply the past research and methodologies of Real Options to Tower 2 and Tower 3 of the World Trade Center redevelopment project in New York, NY. The qualitative component of the thesis investigates the history behind the stalled development of Towers 2 and 3 and examines a potential contingency that could have mitigated the market risk. The quantitative component builds upon that story and creates a hypothetical Real Options case as a framework for applying and valuing building use flexibility in a large-scale, politically charged, real estate development project.