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Mergers & Acquisitions This second edition ofof Mergers & Acquisitions aims to proviprovidede an upupdateddated fi rst port of call for clients and lawyers to start to appreciate the issues in each jurisdiction. Each chapter is set out in such a way that readers can make quick comparisons between the litigation terrain in each country. SECOND EDITION ForewordForeword Martin Lipton, FinlandFinland Juha Koponen,Koponen, PolandPoland ArkadiuszArkadiusz RRumińskiumiński & Wachtell, Lipton, Rosen & Katz Janni Hiltunen & Johannes Piha, Krzysztof Banaszek, AustraliaAustralia Jonathan Wenig Borenius AttorneAttorneysys Ltd Noerr Menzer sp.k.sp.k. with Jeremy Lanzer & Jason van FranceFrance Pierre Casanova,Casanova, Republic of Ireland Grieken, Arnold Bloch Leibler BenjaminBenjamin Burman & Nicolas Justin McKenna & Matthew Cole,Cole, AustriaAustria ChristianChristian HerbstHerbst,, Mennesson, Mason Hayes & Curran SchoenherrSchoenherr Darrois Villey Maillot BrochierBrochier RomaniaRomania Ioana SSebestinebestin & BelgiumBelgium Peter CCallens,allens, Germanyy Rolf Koerfer, Dr GünterGünter IoanaIoana Savan,Savan, SeulenSeulen & Dr ChristophChristoph Niemeyer, PETERKA & PARTNERSPARTNERS ACQUISITIONS & MERGERS M MERGERS & Mathias Hendrickx & Gaia Pattyn,Pattyn, LoyensLoyens & Loeff OppenhoffOppenhoff & PartnerPartner RussiaRussia ArkadyArkady KKrasnikhin,rasnikhin, ACQUISITIONS & ERGERS Greece NikosNikos PapachristopoulosPapachristopoulos Michael CoCopelandpeland & VVyacheslavyacheslav BrazilBrazil Antonio Corrêa Meyer,Meyer, SERIES INTERNATIONAL I NTERNATI Arthur Bardawil Penteado,Penteado, & Sofi a KontouKontou,, Yugai,Yugai, EgorovEgorov PuPuginskyginsky Afanasiev Clarissa FiFigueiredogueiredo de Souza M & P Bernitsas Law Offi ces & PartnersPartners ACQUISITIONS Freitas & Raissa Fini,Fini, Machado,Machado, Hungaryy Adam Illés & SingaporeSingapore NgNg Wai King,King, Meyer, Sendacz e Opice AdvoAdvogadosgados Blanka Pintér,Pintér, Andrew AngAng & Dawn Law, PETERKA & PARTNERSPARTNERS WongPartnershipWongPartnership LLP BritishBritish VirginVirgin Islands O INTERNATIONALINTERNATIONAL SERIESSERIES John Gosling, WalkersWalkers IndiaIndia ZiaZia Mody,Mody, AZBAZB & PPartnersartners South Africa Prof Michael Katz, NAL CanadaCanada William M AinleyAinley & Italyy Francesco Gianni, Doron Joffe, Matthew Morrison & RobinRobin R Upshall,Upshall, DaviesDavies WardWard Raimondo Premonte & Sanjay Kassen, ENSafricaENSafrica S ERIE Phillips & VinebergVineberg LLP Massimiliano Macaione, Gianni,Gianni, SpainSpain Juan CarlosCarlos Machuca & Origoni, Grippo, Cappelli & PartnersPartners JoaquínJoaquín García-Cazorla,García-Cazorla, CaymanCayman Islands Rolf Lindsay,Lindsay, S UríaUría MenéndezMenéndez Abogados, SLPSLP WalkersWalkers JapanJapan Michi Yamagami,Yamagami, GeneralGeneral Editors:Editors: AndrewAndrew J.J. Nussbaum,Nussbaum, Wachtell,Wachtell, LiLipton,pton, Rosen & Katz & ChinaChina Marissa Dong,Dong, Rui Liu & Yuichiro Nukada & Keita Tokura,Tokura, SwitzerlandSwitzerland MarielMariel HochHoch & CharlesCharles Martin & Simon Perry,Perry, MacfarlanesMacfarlanes LLPLLP ZhangZhang Xian,Xian, JunHeJunHe AndersonAnderson MoriMori & TomotsuneTomotsune Rolf Watter,Watter, BärBär & Karrer AGAG CzechCzech RepublicRepublic Pavla KopečkováKopečková Jerseyy Adam Chester & UnitedUnited KingdomKingdom Charles Martin, Přikrylová & Eva ŠŠpuláková,puláková, NigelNigel Weston,Weston, WalkersWalkers Simon Perry, Harry CoghillCoghill & PETERKA & PARTNERS advokátníadvokátní LuxembourgLuxembourg ThierryThierry Lohest & TomTom Rose,Rose, MacfarlanesMacfarlanes kancelářkancelář s.r.o.s.r.o. Frédéric Franckx, LoyensLoyens & Loeff UnitedUnited StatesStates of AmericaAmerica DenmarkDenmark Tomas Haagen & The NetherlandsNetherlands Paul CronheimCronheim Andrew J Nussbaum & Bert Y Ma, Caroline Boysen,Boysen, & Michael Schouten,Schouten, De BrauwBrauw Wachtell,Wachtell, Lipton,Lipton, Rosen & Katz SECOND EDITION Gorrissen Federspiel Blackstone Westbroek NV MERGERS & ACQUISITIONS INTERNATIONAL SERIES General Editors: Andrew J. Nussbaum Wachtell, Lipton, Rosen & Katz & Charles Martin & Simon Perry Macfarlanes LLP General Editors Andrew J. Nussbaum, Charles Martin & Simon Perry Commissioning Editor Emily Kyriacou [email protected] Commercial Director Katie Burrington [email protected] Publishing Editor Dawn McGovern [email protected] Editor Chris Myers [email protected] Editorial Publishing Co-ordinator Nicola Pender [email protected] Published in April 2016 by Thomson Reuters (Professional) UK Limited, trading as Sweet & Maxwell Friars House, 160 Blackfriars Road, London, SE1 8EZ (Registered in England & Wales, Company No 1679046. Registered Offi ce and address for service: 2nd fl oor, 1 Mark Square, Leonard Street, London EC2A 4EG) A CIP catalogue record for this book is available from the British Library. ISBN: 9780414055407 Thomson Reuters and the Thomson Reuters logo are trade marks of Thomson Reuters. Sweet & Maxwell and the Sweet & Maxwell logo are trade marks of Thomson Reuters. Crown copyright material is reproduced with the permission of the Controller of HMSO and the Queen’s Printer for Scotland. While all reasonable care has been taken to ensure the accuracy of the publication, the publishers cannot accept responsibility for any errors or omissions. This publication is protected by international copyright law. All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, or stored in any retrieval system of any nature without prior written permission, except for permitted fair dealing under the Copyright, Designs and Patents Act 1988, or in accordance with the terms of a licence issued by the Copyright Licensing Agency in respect of photocopying and/or reprographic reproduction. Application for permission for other use of copyright material including permission to reproduce extracts in other published works shall be made to the publishers. Full acknowledgement of author, publisher and source must be given. © 2016 Thomson Reuters (Professional) UK Limited CONTENTS FOREWORD Martin Lipton | Wachtell, Lipton, Rosen & Katz ......................................................................................v AUSTRALIA Jonathan Wenig with Jeremy Lanzer & Jason van Grieken | Arnold Bloch Leibler................................1 AUSTRIA Christian Herbst | Schoenherr ......................................................................................................................21 BELGIUM Peter Callens, Mathias Hendrickx & Gaia Pattyn | Loyens & Loeff ...........................................................39 BRAZIL Antonio Corrêa Meyer, Arthur Bardawil Penteado, Clarissa Figueiredo de Souza Freitas & Raissa Fini | Machado, Meyer, Sendacz e Opice Advogados ...............................................................................................................53 BRITISH VIRGIN ISLANDS John Gosling | Walkers .............................................................................................71 CANADA William M Ainley & Robin R Upshall | Davies Ward Phillips & Vineberg LLP ...........................................83 CAYMAN ISLANDS Rolf Lindsay | Walkers .............................................................................................................103 CHINA Marissa Dong, Rui Liu & Zhang Xian | JunHe .................................................................................................127 CZECH REPUBLIC Pavla Kopečková Přikrylová & Eva Špuláková | PETERKA & PARTNERS advokátní kancelář s.r.o. ...................................................................................................................................................................145 DENMARK Tomas Haagen & Caroline Boysen | Gorrissen Federspiel .................................................................... 161 FINLAND Juha Koponen, Janni Hiltunen & Johannes Piha | Borenius Attorneys Ltd ............................................. 177 FRANCE Pierre Casanova, Benjamin Burman & Nicolas Mennesson | Darrois Villey Maillot Brochier ..................195 GERMANY Rolf Koerfer, Dr Günter Seulen & Dr Christoph Niemeyer | Oppenhoff & Partner ...............................219 GREECE Nikos Papachristopoulos & Sofi a Kontou | M & P Bernitsas Law Offi ces .................................................235 HUNGARY Adam Illés & Blanka Pintér | PETERKA & PARTNERS ..........................................................................249 INDIA Zia Mody | AZB & Partners ................................................................................................................................261 ITALY Francesco Gianni, Raimondo Premonte & Massimiliano Macaione | Gianni, Origoni, Grippo, Cappelli & Partners ............................................................................................................................................................................281 JAPAN Michi Yamagami, Yuichiro Nukada & Keita Tokura | Anderson Mori & Tomotsune ......................................301 JERSEY Adam Chester & Nigel Weston | Walkers .....................................................................................................323 LUXEMBOURG Thierry Lohest & Frédéric Franckx | Loyens & Loeff ..................................................................... 337 THE NETHERLANDS Paul Cronheim & Michael Schouten | De Brauw Blackstone Westbroek NV ...................351 POLAND Arkadiusz Rumiński & Krzysztof Banaszek | Noerr Menzer sp.k. .............................................................365
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