Mergers & Acquisitions 2021

Total Page:16

File Type:pdf, Size:1020Kb

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 16 Atanaskovic Hartnell: Lawson Jepps & Jia-Lee Lim 149 Philip Lee: John Given & Andreas McConnell Austria Israel 24 Schoenherr: Christian Herbst & Sascha Hödl 157 APM & Co.: Ian Rostowsky, Stephen Barak Rozen & Elinor Polak Bermuda 35 MJM Limited: Jeremy Leese & Brian Holdipp Italy 165 NUNZIANTE MAGRONE: Fiorella Alvino & Fabio British Virgin Islands Liguori 42 Walkers: Matthew Cowman & Patrick Ormond Japan Bulgaria 172 49 Nishimura & Asahi: Tomohiro Takagi & Keiichiro Schoenherr (in cooperation with Advokatsko Yamanaka druzhestvo Stoyanov & Tsekova): Ilko Stoyanov & Katerina Kaloyanova Luxembourg 181 GSK Stockmann: Marcus Peter & Kate Yu Rao Canada 58 Blake, Cassels & Graydon LLP: Markus Viirland & Madagascar Richard Turner 187 Lexel Juridique & Fiscal: Tafita Ratsimba Cayman Islands 67 Malta Maples Group: Nick Evans, Suzanne Correy & Louise 192 DF Advocates: Dr. Maria Paloma Deguara & Celia Mifsud Cowley Mauritius Cyprus 200 74 LEGIS and Partners Ltd: Bertrand Betsy, Caroline E&G Economides LLC: Virginia Adamidou & George Samy & Zahraa Auchoybur Economides Montenegro Czech Republic 209 81 Moravčević Vojnović and Partners in cooperation Wolf Theiss: Tereza Naučová & Michal Matouš with Schoenherr: Slaven Moravčević & Miloš Laković Denmark 89 Mozambique Bech-Bruun: Steen Jensen & David Moalem 217 Vieira de Almeida / GDA Advogados: Guilherme Daniel & Susana Almeida Brandão Finland 96 Dittmar & Indrenius: Anders Carlberg & Jan Ollila Netherlands 224 Houthoff: Alexander J. Kaarls & Willem J.T. Greece Liedenbaum 104 Rokas: Viktoria Chatzara & Kosmas Karanikolas Nigeria Hong Kong 233 112 DealHQ Partners: Orinari Jeremy Horsfall & Adefere de Bedin & Lee LLP: Claudio de Bedin & Helen Morris Adeyemo Hungary 120 Norway Oppenheim Law Firm: József Bulcsú Fenyvesi & 240 Aabø-Evensen & Co Advokatfirma: Ole Kristian Mihály Barcza Aabø-Evensen Iceland 127 Poland BBA//Fjeldco: Stefán Reykjalín 255 WBW Weremczuk Bobeł & Partners Attorneys at Law: Łukasz Bobeł India 134 Shardul Amarchand Mangaldas & Co: Raghubir Portugal Menon, Sakshi Mehra & Dipayan Bhattacherjee 262 Vieira de Almeida: Jorge Bleck & Domingos Freire de Andrade Table of Contents Serbia Switzerland 270 Moravčević Vojnović and Partners in cooperation 310 Bär & Karrer Ltd: Dr. Mariel Hoch with Schoenherr: Matija Vojnović & Vojimir Kurtić Taiwan Slovakia 318 Lee and Li, Attorneys-At-Law: James Huang & Eddie 278 URBAN STEINECKER GAŠPEREC BOŠANSKÝ: Hsiung Marián Bošanský & Juraj Steinecker Turkey 325 Slovenia Cektir Law Firm: Berk Çektir & Uğur Karacabey 284 Schoenherr: Vid Kobe & Bojan Brežan United Kingdom South Africa 334 Hogan Lovells: Ben Higson, Sarah Shaw, John 295 Bowman Gilfillan Inc.: Ezra Davids & Ryan Kitcat Connell & John Holme USA Spain 342 303 Roca Junyent SLP: Natalia Martí Picó & Xavier Costa Skadden, Arps, Slate, Meagher & Flom LLP: Ann Beth Stebbins & Thad Hartmann 24 Chapter 5 Austria Austria Christian Herbst Schoenherr Sascha Hödl 1 Relevant Authorities and Legislation The 2020 Investment Control Act (Investitionskontrollgesetz or InvKG; ICA) regulates investments by foreign investors. There are regulatory control provisions in certain sectors such 1.1 What regulates M&A? as the banking, insurance, utilities, gambling and telecommuni- cations industries, whereby the scope of applicability is differ- The Takeover Act ently regulated. The admission of trading (either in or outside Public bids are regulated under the 1999 Takeover Act (TA), as of Austria) is irrelevant. thoroughly amended by the 2006 TA Amendment Act. The TA is applicable, provided that the target is a joint-stock corporation 1.2 Are there different rules for different types of (AG) based in Austria, and its shares are admitted to trading on company? the Vienna Stock Exchange (Wiener Boerse; VSE) at a regulated market. If the AG is incorporated in Austria but the shares of the AG are not admitted to trading on the VSE but at a regulated As to the applicability of the TA, the SEA, the SCA, the CA and market in another Member State of the EU, and a public bid is, the regulatory control provisions, see question 1.1 above. The or has to be, launched, the Austrian Takeover Commission (TC) TA and the SEA cease to apply after the delisting of a company, is the authority in charge of the public bid and the TA provi- irrespective of whether these companies continue to have a sions regarding, inter alia, the “control” threshold triggering a dispersed shareholder base or not; however, the SCA, the CA mandatory bid, exemptions from the duty to launch a mandatory and the regulatory control provisions, if any, are still applicable bid and defensive measures apply. If a public company is not within the scope outlined under question 1.1 above. incorporated in Austria but in another EU Member State and its shares are not admitted to trading on a stock exchange at the 1.3 Are there special rules for foreign buyers? seat of the incorporation but on the VSE (if shares are trading on different exchanges within the EU, the first admission of FDI approval trading takes place on the VSE), the TA provisions regarding Under the ICA, acquisition by foreign investors (i.e. inves- the tender offer content and tender offer proceedings apply. tors with their seat outside of the EU, Iceland, Liechtenstein, Norway or Switzerland) of an interest of 10% (for certain highly Other regulations sensitive sectors), 25%, 50% or more, or of a controlling interest Other legislation relevant to public bids includes: in an Austrian enterprise engaged in specific protected industry ■ The 1965 Joint Stock Corporation Act (Aktiengesetz; SCA), sectors (for details on protected sectors, see question 1.4 below), inter alia, with respect to equal treatment of shareholders requires advance approval from the Austrian Ministry for and directors’ statutory duties. The SCA is applicable to Digital and Economic Affairs. AGs incorporated in Austria, irrespective of whether the AG is a public or a private company (thus, admission to Regulated industries trading is irrelevant). Except for the requirement for FTA approval, there are no direct ■ The 1989 Stock Exchange Act (Börsegesetz ; SEA) relates to, Austrian inward investment restrictions. Furthermore, govern- inter alia, stakebuildings, ad hoc disclosure duty and insider mental agencies cannot influence or restrict the completion of trading. The SEA is only applicable to public companies an acquisition by foreign buyers unless: (i) “fit and proper” tests admitted to trading on the VSE. It is irrelevant whether or regulatory approvals are required; or (ii) licences are subject the company is incorporated in or outside of Austria. to revocation in the case of unapproved shareholder changes. ■ The 2007 EU Merger Act (EU Verschmelzungsgesetz ) and the Such clearances to close a transaction are required in regulated SEA allow takeovers by cross-border mergers. industries such as the banking, insurance, telecommunications, ■ The Squeeze-Out Act (Gesellschafterausschlussgesetz ) regulates airline and gambling sectors. the squeeze-out of up to 10% of the remaining shareholders in an AG or an Austrian limited liability company (GmbH). Merger control ■ The 2005 Cartel Act (Kartellgesetz ; CA) applies to mergers not Where an acquisition has a community dimension, the EC subject to European Commission (EC) merger control. The Merger Regulation applies and fully replaces the Austrian applicability of the CA only focuses on turnover generated in merger control regime. Under the CA, mergers must be noti- Austria. It is irrelevant whether the company is incorporated fied if: (i) the undertakings participating in the acquisition had or admitted to trading in or outside of Austria. a turnover in the business year prior to the merger of more than Mergers & Acquisitions 2021 Schoenherr 25 EUR 300 million worldwide; (ii) the undertakings participating 1.5 What are the principal sources of liability? in the acquisition had a turnover in the business year prior to the merger of more than EUR
Recommended publications
  • 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.
    [Show full text]
  • 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
    [Show full text]
  • '' 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.
    [Show full text]
  • 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.
    [Show full text]
  • 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.
    [Show full text]
  • Takeovers and Mergers in Singapore
    Guide to Takeovers and Mergers in Singapore Colin Ng & Partners LLP (UEN T08LL0403K) is registered with limited liability. © 2017 Colin Ng & Partners LLP; images (or clipart) © Microsoft Corporation CONTENT Introduction 3 What governs and regulates a take-over and merger in Singapore 4 Main liabilities in a take-over and merger 7 Modes of acquisition 7 Consideration 15 Specimen timetable for a take-over offer 21 Specimen timetable for a take-over offer in competitive situations 22 Case study: F&N Take-over 2013 23 Contact details 25 INTRODUCTION This guide discusses some of the regulatory requirements to be complied with by parties involved in a take-over in Singapore, following the revision to The Singapore Code on Take-overs and Mergers ("Code") effective on 25 March 2016 ("2016 amendments"). There were amendments to the Companies Act, govern- ing the compulsory acquisition mechanism that came into effect on 3 January 2016 (“Companies Act Amend- ments”). This memorandum states the position under the laws, PAGE regulations and rules as on July 2016. 3 Readers should note that this guide seeks only to be an introduction to some of the compliance obligations involved in a take-over in Singapore and should not be treated as comprehensive. This guide should not be relied on as legal advice. WHAT GOVERNS AND REGULATES A TAKE-OVER AND MERGER IN SINGAPORE In Singapore, the take-over of a public company (“company”) is principally regulated by the following regulations and statutes. The Singapore Code on Take-overs and f. General Principle 11: all documents to Mergers shareholders must be prepared to the high- est standards of care and accuracy, to en- sure that they are not misleading.
    [Show full text]
  • Takeover Law and Practice Guide 2020
    Wachtell, Lipton, Rosen & Katz Takeover Law and Practice 2020 This outline describes certain aspects of the current legal and economic environment relating to takeovers, including mergers and acquisitions and tender offers. The outline topics include a discussion of directors’ fiduciary duties in managing a company’s affairs and considering major transactions, key aspects of the deal-making process, mechanisms for protecting a preferred transaction and increasing deal certainty, advance takeover preparedness and responding to hostile offers, structural alternatives and cross-border transactions. Particular focus is placed on recent case law and developments in takeovers. This edition reflects developments through September 2020. © October 2020 Wachtell, Lipton, Rosen & Katz All rights reserved. Takeover Law and Practice TABLE OF CONTENTS Page I. Current Developments ..............................................................................1 A. Overview ............................................................................. 1 B. M&A Trends and Developments ........................................ 2 1. Deal Activity ........................................................... 2 2. Unsolicited M&A.................................................... 4 3. Private Equity Trends ............................................. 5 4. SPAC Trends .......................................................... 6 5. Acquisition Financing ............................................. 8 6. Shareholder Litigation ...........................................
    [Show full text]
  • The Acquisition of Control of a United States Public Company
    THE ACQUISITION OF CONTROL OF A UNITED STATES PUBLIC COMPANY B. JEFFERY BELL, ESQ. * Copyright © 2019. All rights reserved. Quotation with attribution is hereby permitted. * Jeff Bell is a partner in the Mergers & Acquisitions/Private Equity group in MoFo’s New York office. Special thanks are due to Erik Olson, Don Lee and Lee Nisson for their assistance in preparing these materials. TABLE OF CONTENTS Page Page I. MEANS OF ACQUIRING CONTROL ........ 1 E. Regulation of Acquisitions by Foreign A. Privately Negotiated Transaction ............ 1 Persons (Exon-Florio) ........................... 22 1. Purchase of Shares from F. Industry-Specific Regulations ............... 23 Third Parties ..................................... 1 G. Tax Issues ............................................. 23 2. Purchase of Shares from Target ....... 3 III. ISSUES RELATING TO POST- B. Transactions Involving the Public ACQUISITION CONDUCT ....................... 24 Markets ................................................... 5 A. Fiduciary Duties of Controlling 1. Tender Offer ..................................... 5 Stockholder ........................................... 24 2. Other Public Market Transactions .. 12 B. Target’s Exchange Act Reporting II. ISSUES RELATING TO ACQUISITION .. 12 Obligations ............................................ 24 A. Securities Laws ..................................... 13 C. Proxy Access by Minority 1. General Rule—Registration Stockholders .......................................... 25 Requirement ..................................
    [Show full text]
  • A Global Guide to Take-Private Transactions June 2020
    For further information or assistance with take-private transactions, please reach out to any of the contacts listed below or your usual Baker McKenzie contact. A GLOBAL GUIDE TO TAKE-PRIVATE TRANSACTIONS JUNE 2020 TRANSACTIONAL POWERHOUSE A GLOBAL GUIDE TO TAKE-PRIVATE TRANSACTION | 1 INTRODUCTION Recent falls in equity markets will mean that many listed companies may appear attractively priced, for a period at least. With significant levels of dry powder available to financial investors and potential delays to at least some private M&A processes, we expect the focus on “take- private” to increase during the next phase of the cycle. Take-private transactions are transactions where companies whose shares are publicly listed on one or more listing venues are acquired and de-listed. There are a number of reasons why we are likely to see a prevalence in take- private transactions over the coming months, including: • share prices of listed companies - particularly those in some of the worst affected sectors - have fallen significantly from their pre- Covid-19 highs; • the speed of any recovery in many economies is difficult to predict but there seems to be growing consensus that it will be slower than previously thought; • owners of private companies who may be contemplating a sale process will in many cases prefer to delay running such a process until market conditions improve, meaning fewer quality private company assets are likely to come to market in the short term and, in turn, prompting some acquirers to widen their focus to encompass
    [Show full text]
  • Public Takeovers in Germany
    White Paper Public Takeovers in Germany How to acquire a publicly listed company in Germany Authors Dr. Ulrike Binder Partner, Frankfurt +49 69 7941 1297 [email protected] Dr. Klaus W. Riehmer Partner, Frankfurt +49 69 7941 1020 [email protected] Public Takeovers in Germany For the successful acquisition of a publicly listed company in Germany, a bidder must carefully con- sider legal and strategic implications at each stage of the takeover process. This white paper explains the legal framework within which takeovers occur, and describes strategies for the effective implementation of a takeover bid. This Mayer Brown publication provides information and comments on legal issues and developments of interest to our clients and friends. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein. 2 | MAYER BROWN Public Takeovers in Germany Throughout the EU, takeovers of publicly regulated market, and in Germany these listed companies are governed by the would include in particular the Prime and European Takeover Directive (2004/24/EC). General Standard of the Frankfurt Stock In Germany, the Takeover Act (Takeover Act, Exchange. In contrast, the Open Market or Wertpapiererwerbs­ und Übernahme­ (Freiverkehr) is not a regulated market and gesetz, WpÜG) implements the European offers for target companies traded on the Takeover Directive. It applies to public Open Market are neither governed by the offers for German target companies whose European Takeover Directive nor the shares are listed in Germany.
    [Show full text]
  • JARGON® Global Mergers & Acquisitions
    The BOOK of JARGON® Global Mergers & Acquisitions The Latham & Watkins Glossary of Global M&A Slang and Terminology First Edition Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom, France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins associated office in the Kingdom of Saudi Arabia. In Qatar, Latham & Watkins LLP is licensed by the Qatar Financial Centre Authority. Under New York’s Code of Professional Responsibility, portions of this communication contain attorney advertising. Prior results do not guarantee a similar outcome. Results depend upon a variety of factors unique to each representation. Please direct all inquiries regarding our conduct under New York’s Disciplinary Rules to Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834, Phone: +1.212.906.1200. © Copyright 2013 Latham & Watkins. All Rights Reserved. Welcome to the Book of Jargon® – Global Mergers & Acquisitions. For readers who are lawyers, bankers, or studying to be one, this book can serve as an introduction to the legal and business terms — including corporate and private equity sponsor terminology — often encountered in the structuring, negotiation and execution of mergers, acquisitions and dispositions in many countries around the globe. From statutory terms and nomenclature to sometimes colorful slang, this book includes the words that comprise both home country law and the lingua franca of the M&A world — which has become truly global.
    [Show full text]
  • Recent CONSOB Rulings on Exemptions from the Obligation to Launch a Public Tender Offer
    1 Recent CONSOB rulings on exemptions from the obligation to launch a public tender offer Public M&A Briefing June 2012 Recent CONSOB rulings on exemptions from the obligation to launch a public tender offer Over recent years, the legal framework applicable to public tender offers has undergone sweeping reforms. One of the matters most reformed, first by the legislator and then by CONSOB, is the exemption from the obligation to launch a public tender offer upon meeting certain conditions. In four separate rulings in just a few months, CONSOB has intervened to provide clarification on some application-related issues of significant interest for potential investors. The exemptions, in fact, are highly significant technical instruments in cases involving the "rescue of companies in financial distress". This briefing reviews the recent CONSOB notices regarding the "rescue" exemptions (but not only) and aims to analyse the least common denominator of CONSOB case precedents on exemptions to provide market operators with an overview of the application of the exemptions system in practice. Our contacts in Italy To discuss any of the issues in this publication or general Public M&A issues, please contact: Avv. Paolo Sersale Avv. Sabrina Borocci Avv. Valentina Russo Partner, Corporate M&A Counsel, Corporate M&A Responsabile K&I – Corporate M&A [email protected] [email protected] [email protected] Avv. Claudio Cerabolini Avv. Alberta Figari Avv. Umberto Penco Salvi Partner, M&A/Private Equity Partner, M&A/ECM Partner, M&A/Energy and infrastructure [email protected] [email protected] [email protected] 2 Recent CONSOB rulings on exemptions from the obligation to launch a public tender offer Introduction: the exemptions, scope of application, primary and secondary legislation Article 106(5) and (6) of Legislative Decree no.
    [Show full text]