Global M&A: A JD Supra Mergers Law Reader

For your reference, a roundup of recent advisories on matters to do with international mergers and acquisitions, as written by leading law firms on JD Supra:

General Guide to the UK Takeover Regime – June 2012 (Skadden Arps):

A 44-page guide: “The Takeover Panel is the principal regulator of the mergers and acquisitions process in the UK for companies that have their registered office in the United Kingdom, Channel Islands and the Isle of Man if any of their securities are admitted to trading on a regulated market in any of those jurisdictions. Historically, the Panel was only concerned with protecting shareholders in offeree companies from these jurisdictions, but its obligations were extended in line with the requirements of the European Takeover Directive in 2006. The Panel also regulates the acquisition of some private and unlisted companies which meet relevant criteria…” Read on>>

“I Blame the Parents”: Parent Companies (in the UK) May Owe a Duty of Care to Their Subsidiaries’ Employees (K&L Gates):

“A recognition of the potential risks for parent companies arising from this case is of importance in the M&A context, where alleged exposure to asbestos may have been by companies which are now dormant, insolvent, or no longer in the group and where records may no longer be available. The case emphasises the need for due diligence and the importance of indemnities and insurance arrangements when undertaking corporate group acquisitions…” Read on>>

The House Always Wins: Treasury and the IRS Offer a Loaded Deck of Regulations Addressing Global Reshufflings (Sutherland):

“[T]he new regulations adopt a bright-line rule for purposes of the substantial business activities determination that few multinational companies could be expected to satisfy. Moreover, the final regulations have made several changes with respect to the rules concerning the treatment of options and “downstream transactions” for purposes of the ownership and acquisition tests of the statute…” Read on>>

Federal Reserve Approval of ICBC Acquisition Clears the Way for Chinese Bank Acquisitions of US Banks (White & Case):

“The Board of Governors of the Federal Reserve System issued an order approving the first acquisition of a US bank by a bank organized under the laws of the People’s Republic of China. The ICBC Order approves the acquisition by Industrial and Commercial Bank of China, considered the world’s largest bank in terms of profit and market capitalization, of an 80 percent interest in The Bank of East Asia (USA) National Association (BEA-USA), a national bank with offices in New York and California and total consolidated assets of approximately US$766 million…” Read on>>

China’s MOFCOM Grapples With Open Source Issues In Google-Motorola Deal (Sheppard Mullin):

“This past February the US Department of Justice and European Commission cleared Google Inc.’s acquisition of Motorola Mobility Holdings Inc. without any conditions. In contrast, on May 19, 2012 the Chinese Ministry of Commerce approved the acquisition subject to what some observers believe were over-cautious conditions linked to a lack of experience and institutional resources…” Read on>>

Quebec Tribunal Concludes Fibrek Inc. Response to Unsolicited Bid Went Too Far (Osler):

“The hostile bid for Fibrek Inc. by Resolute Forest Products Inc. (formerly AbitibiBowater Inc.) which unfolded over the course of November, 2011 to May, 2012 and the decision of the Quebec Bureau de Decision et Revision in relation to a subsequent white knight bid by Mercer International Inc. (Mercer) puts target company boards on alert about circumstances in which steps taken by them in the face of unsolicited take-over bids may be overturned by a securities tribunal exercising its public interest jurisdiction…” Read on>>

Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012) (Strine, C.) (Potter Anderson & Corroon):

“In this memorandum opinion, the Court of Chancery construed two confidentiality agreements executed by direct competitors at the outset of friendly negotiations regarding a possible business combination.  Although neither of the agreements contained a standstill provision, the Court concluded the agreements prohibited the use of confidential information in connection with a subsequent hostile bid…” Read on>>

Additional M&A updates – also see:

Read the latest international M&A updates on JD Supra>>