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Mergers & Acquisitions Mergers & Acquisitions 2020 Ninth Edition Editors: Lorenzo Corte & Scott C. Hopkins Global Legal Insights Mergers & Acquisitions 2020, Ninth Edition Editors: Lorenzo Corte & Scott C. Hopkins Published by Global Legal Group GLOBAL LEGAL INSIGHTS – MERGERS & ACQUISITIONS 2020, NINTH EDITION Editors Lorenzo Corte & Scott C. Hopkins, Skadden, Arps, Slate, Meagher & Flom (UK) LLP Head of Production Suzie Levy Senior Editor Sam Friend Sub Editor Megan Hylton Group Publisher Rory Smith Chief Media Officer Fraser Allan We are extremely grateful for all contributions to this edition. Special thanks are reserved for Lorenzo Corte & Scott C. Hopkins of Skadden, Arps, Slate, Meagher & Flom (UK) LLP for all of their assistance. Published by Global Legal Group Ltd. 59 Tanner Street, London SE1 3PL, United Kingdom Tel: +44 207 367 0720 / URL: www.glgroup.co.uk Copyright © 2020 Global Legal Group Ltd. All rights reserved No photocopying ISBN 978-1-83918-053-8 ISSN 2048-6839 This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations. The information contained herein is accurate as of the date of publication. CONTENTS Austria Horst Ebhardt, Hartwig Kienast & Sarah Wared, Wolf Theiss 1 Belgium Luc Wynant, Koen Hoornaert & Jeroen Mues, Van Olmen & Wynant 12 Canada Valerie Mann, Lawson Lundell LLP 19 France Coralie Oger, FTPA Avocats 27 Germany Sebastian Graf von Wallwitz & Heiko Wunderlich, SKW Schwarz Rechtsanwälte 37 India Anuj Trivedi & Sanya Haider, Link Legal India Law Services 45 Indonesia Eric Pratama Santoso & Barli Darsyah, Indrawan Darsyah Santoso, Attorneys At Law 53 Ireland Alan Fuller, Aidan Lawlor & Elizabeth Maye, McCann FitzGerald 65 Italy Marco Gubitosi, Legance – Avvocati Associati 75 Japan Yohsuke Higashi, Ryo Chikasawa & Shimpei Ochi, Mori Hamada & Matsumoto 84 Luxembourg Marcus Peter & Irina Stoliarova, GSK Stockmann 97 Mexico Bernardo Canales, Pablo Enríquez R. & Diego Plowells Cárdenas, Canales, Dávila, De la Paz, Enríquez, Sáenz, Leal, S.C. 102 Morocco Kamal Habachi & Salima Bakouchi, Bakouchi & Habachi – HB Law Firm LLP 109 Norway Ole K. Aabø-Evensen, Aabø-Evensen & Co 118 Saudia Arabia Abdulrahman Hammad & Samy Elsheikh, Hammad & Al-Mehdar Law Firm 136 Spain Ferran Escayola & Rebeca Cayón Aguado, J&A Garrigues, S.L.P. 141 Switzerland Dr. Mariel Hoch & Dr. Christoph Neeracher, Bär & Karrer AG 149 Taiwan James Huang & Eddie Hsiung, Lee and Li, Attorneys-at-Law 153 United Kingdom Michal Berkner, Claire Keast-Butler & James Foster, Cooley (UK) LLP 157 USA Nilufer R. Shaikh, Steven Khadavi & Kirk Dungca, Troutman Pepper LLP 174 FROM THE PUBLISHER Dear Reader, elcome to the ninth edition of Global Legal Insights – Mergers & WAcquisitions, published by Global Legal Group. This publication provides corporate counsel and international practitioners with comprehensive jurisdiction-by-jurisdiction guidance to mergers and acquisitions regulations around the world, and is also available at www. globallegalinsights.com. The chapters, which in this edition cover 20 jurisdictions, provide detailed information for professionals dealing with mergers and acquisitions. As always, this publication has been written by M&A lawyers and industry specialists, for whose invaluable contributions the editors and publishers are extremely grateful. Global Legal Group would also like to extend special thanks to contributing editors Lorenzo Corte and Scott C. Hopkins of Skadden, Arps, Slate, Meagher & Flom (UK) LLP for their leadership, support and expertise in bringing this project to fruition. Rory Smith Group Publisher Global Legal Group Austria Horst Ebhardt, Hartwig Kienast & Sarah Wared Wolf Theiss Introduction While Austria had a fairly robust M&A year in 2019, the global effects and disruptions brought about by COVID-19 as well as the legislative measures introduced in order to combat its further spread render any forecasts related to M&A activity in 2020 speculative. The global economy has been shaken up in an unprecedented manner, and at the time of writing this chapter (early June 2020), the economic, financial and socio-political effects of the shockwaves created by the pandemic still cannot be fully measured. Global markets are struggling to evaluate and price-in the longer term effects of the crisis, as evidenced by 30 million new jobless claims in the US in March and April 2020 (with 40 million employees in the Eurozone being at risk of losing their jobs), a share price increase of 23% of the global stock market from a perceived bottom at the end of March 2020 (Sources: Refinitiv; and FTSE All-World index) and the S&P 500’s biggest monthly rally since 1987. Governments, central banks and supranational agencies and banks are working intensely to both protect the lives of countless individuals and to create stimulus incentives which are aimed at securing the financial liquidity of companies and consumer markets. Global supply chains have been severely disrupted and many companies have been pushed to the brink of bankruptcy by closures, an extreme reduction in demand for certain goods and services, massive lay-offs and, as a consequence, eroding revenues. Governments are currently trying to mitigate these effects with enormous financial means which appear to be largely built on the premise that COVID-19 is a short- to medium-term phenomenon and that the shortfall of revenues and personal income due to the global lockdown can, at least to a significant degree, be replaced by stimulus funds and accompanying legislation. For example, based on an emergency law in Austria, companies that are technically insolvent can benefit from a more relaxed maximum term to file for bankruptcy (120 days instead of 60 days). Such measures are aimed at buying time in order to provide companies with breathing space until the economy rebounds to at least a limited degree, and to allow for new liquidity provided by way of government funding schemes to actually reach companies. In Austria, such emergency funding can be secured by state guarantees for new loans of up to EUR 120 million per company, with the government providing a guarantee for either 90% or 100% of the amount of the new loan. The size of such funding depends on a range of factors, including the size of the company and the adverse impacts suffered by COVID-19 in the current financial year compared to 2019. Another option includes a government grant of up to EUR 90 million per company which does not have to be repaid (again, the actual amount depends on a range of detailed criteria). It is still too early to say whether and to what extent such measures will be successful in avoiding a wave of bankruptcies in Austria stemming GLI – Mergers & Acquisitions 2020, Ninth Edition 1 www.globallegalinsights.com © Published and reproduced with kind permission by Global Legal Group Ltd, London Wolf Theiss Austria from COVID-19. Not all of the rules are clear, and there are almost daily changes in the more detailed regulations or conditions that allow for access to government support schemes. The Austrian government has also launched a large job protection programme whereby companies are incentivised financially to avoid laying off staff. Under this scheme, the government effectively pays up to 90% of the net salary of an employee for three months and potentially even six months (subject to detailed rules and conditions such as the obligation not to dismiss employees who are funded by the programme). This programme is designed to avoid mass lay-offs and an unemployment rate the likes of which the US has suffered, to enable companies to easily restart operations once the spread of the crisis slows down and to maintain consumer spending in the hope that it will prevent a domino effect in the economy. The scheme is intended in particular for businesses that had to close down because of new health regulations and governmental closure orders; these include, for example, retail, restaurants and hotels. However, as practice shows, the programme is widely available now to companies in a variety of industries. Based on a persistent decline of new virus infections, Austria is one of the first countries in the world to start gradually relaxing COVID-19 measures: all shops were allowed to reopen on 2 May; restaurants will open again in mid-May; and hotels by the end of May, subject to certain health-related conditions. The goal is to get back to a new normal as soon as possible, recognising that no government scheme would be able to fund such a massive revenue shortfall over a longer period of time. As one of the wealthiest countries in Europe and on the back of a historically healthy state budget, Austria is, in principle, well placed to continue funding a downturn for longer than other countries. On the other hand, Austria’s economy is closely intertwined with other major economies. It is also part of the global supply chain because it is largely built on specialised medium-sized companies which are global niche players. This means that Austria also depends on wider global economic recovery in order to avoid more significant financial and economic impacts over the long term. Let us briefly look at the M&A environment in Austria in 2019 before we turn to the strong market in Q1/2020. Then, despite a significant degree of unpredictability, we will look at likely M&A trends in Austria for 2020. M&A trends in 2019 Austria saw 328 M&A transactions in 2019, compared to 324 transactions in 2018 based on a recent study by EY, which essentially constitutes a steady number of transactions year on year.
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