M E M O R A N D U M
TO: International M&A Subcommittee
DATE: September 27, 2007
RE: Report on August 12, 2007 Meeting (San Francisco)
The International M&A Subcommittee met from 9:30 a.m. to 12:00 p.m. on Sunday, August 12, 2007, in connection with the American Bar Association’s Annual Meeting at the Fairmont Hotel in San Francisco, California.
Presentation on M&A in Argentina
The meeting began with an informative presentation on M&A transactions in Argentina by Alfredo Rovira of the firm of Brons & Silas, Buenos Aires, Argentina.
Post-Closing Dispute Resolution Project
Katrien Vorlat and Guy Harles then discussed their progress on the post-closing dispute resolution project that the Subcommittee had decided to pursue at prior meetings. They presented a draft of a questionnaire that would be circulated to practitioners in a broad range of representative jurisdictions around the world eliciting their views on the types of post-closing dispute resolution mechanisms used in their jurisdictions and the relative merits and frequency of use of alternative dispute resolution mechanisms. After discussion of the draft, it was decided that Katrien and Guy would move forward with sending out the questionnaire. In the discussion, Katrien Vorlat raised the question whether the intended work product of this project would be or include written material to be published in hard copy by the ABA. In this connection, she pointed out that respondents to the questionnaire might be more inclined to provide thorough responses if they understand that their responses will be used in a formally published work. After discussion, it was the sense of the meeting that such published materials should be at least one of the objectives for this project.
Shareholder Activist Challenges to M&A: An International Perspective
Freek Jonkhart then led a panel discussion of Subcommittee members on the subject of the impact of shareholder activism on M&A from an international perspective. Panel members provided informative discussions of this subject from the perspectives of their respective jurisdictions. In addition to Freek, the panel included Guy Harles (Luxembourg), Michael Hollingsworth (US), Franziska Ruf (Canada), Alfredo Rivera (Argentina), Rick Silberstein (Spain) and Adriaan de Brauw (Netherlands).
28728004 42000548 Current Developments Discussion
The meeting concluded with our customary “open mike” general discussion by Subcommittee members regarding legal developments in their jurisdictions relevant to M&A practice and particular issues they have recently encountered. Among other topics, the members discussed the current, and possible longer term, effects in their jurisdictions of the recent turmoil in the credit markets.
Our next meeting will be held in connection with the Negotiated Acquisitions Committee’s stand-alone meeting at the Broadmoor Hotel in Colorado Springs, Colorado, October 12-14, 2007. Our meeting is currently scheduled for Saturday, October 13 from 8:00 a.m. to 10:30 a.m., but may be rescheduled due to potential conflicts.
Daniel P. Rosenberg James R. Walther Co-Chairs
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