Mergers, Acquisitions and Joint Ventures
2010 | Digital Guide

340 pages

M&A and joint ventures are an important strategy for bullish companies looking to grow quickly and expand their operations non-organically. Global activity appears to be picking up, even though the wider economic recovery remains sluggish in most developed markets. More $1bn-plus mega deals are appearing and reports suggest banks have increased their appetite to lend. But companies need to be cautious in the deal making process, as many risk and challenges confront them.

CONTENTS

Global

• Tax and Certainty
• Turning Hidden Risks to Your Advantage
• Collaborative Venture Capital Model – Restoring the Innovation Ecosystem
• Capability-Driven PMI: Realising the Promise of BioPharma
• Human Resources Due Diligence – Helping You Avoid M&A Pitfalls
• Trends in the Global Outsourcing Market
• Risk Management and Due Diligence
• Contemplating the Future Sale of Your Business?

United States

• The Increasing Importance of Market Due Diligence
• Unconventional JVs: Creating Successful Joint Ventures in Unconventional Natural Gas
• 2010: Back to the Future for Consumer Products Mergers
• Deal or No Deal? Outcomes from a Decade of Healthcare M&A
• Effects of New York’s Revised Power of Attorney on Commercial Transactions
• Requirements Related to Transfer of Employees: Asset Acquisitions
• Cross-Border Tender and Exchange Offers and Other Business Combination Transactions – An Overview of Potentially Applicable U.S. Federal Securities Laws
• Selling in a Down Market? It May Still be the Right Move

Canada

• Year in Review: Lessons for Acquirors

Brazil

• Poison Pills and the New M&A in Brazil
• Tax Amortization of Goodwill as a Relevant Factor in Defining Structures for Acquisitions in Brazil
• FCPA in Brazil and the New Brazilian Anti-Bribery Bill
• Tender Offers in Brazil – Recent Developments
• Investing in Brazil: Background and Opportunities on M&A, Joint Ventures and Greenfield Investments for Prospective Investors

Argentina

• Antitrust Rules on Mergers and Acquisitions in Argentina
• Tender Offers under Argentine Law
• Stock Seller’s Responsibility for Hidden Liabilities in Argentina
• Argentina: Minority Shareholders’ Rights in Mergers
• Recommendations for Labour Representations in Stock Purchase Agreements in Argentina

United Kingdom

• Interim Management and M&A
• Warranty and Indemnity Insurance – Taking Deal-Breakers off the Table in 2010
• The Value and Management of Intellectual Property and Intangible Assets in M&A
• Managing Shareholder Expectations in a Disposal Process
• Moving On, Letting Go: The Importance of Succession Planning
• How to Bridge the Value Gap
• Financing Acquisitions in Tight Credit Markets
• Purchases from Administrators: the Rise of the Pre-pack
• Due Diligence in the Current M&A Market
• Crunch M&A – Transactions and Trends
• Environmental Opportunities – Not Just Liabilities

Germany

• Due Diligence in a Downturn – Vendor and Purchaser Perspectives
• Pre-Contractual Liability in a German M&A Context

Italy

• Share Purchase Agreements in Italian Law and the Legal Practice
• Legal Due Diligence in Italy: Tricks, Implications and Points of Attention
• Acquisitions of Equity Interests in Italian Companies and Shareholders’ Agreements: A New Era?
• Joint Ventures in Italy
• Representations and Warranties in the Acquisition Agreements under Italian Law: Regulation and Consequences in Case of Infringement
• Shareholders’ Agreement and Alternative Instruments – the Italian Legal Perspective
• How New Rules on Financial Assistance may Impact on the Structure of Transactions in Italy

Switzerland

• Distressed M&A

Netherlands

• Negotiating Earn-outs

Portugal

• M&A Advisory Services as a Part of Corporate Strategy

Hungary

• Evergreens of Distressed M&A Transactions

Sweden

• Warranties, Representations and Due Diligence in Swedish Law

Finland

• Investing in Finland – What a Foreign Investor Should Know

Romania

• Romanian M&A Transactions in 2009: Effects on Management and Employees
• Joint Ventures under the Romanian Law
• Merger Control in Romania – Recent Market Developments
• Romanian Tax Aspects of Cross-border Corporate Reorganisations involving EU Companies

Poland

• Acquisition of Distressed Assets in Poland
• Lessons for Sellers on Closing Conditions Proposed by Bidders
• Capital Raising in Times of Limited Financing
• Dissenting Shareholders and Creditor Rights in Corporate Mergers
• Going-Private: Delisting of the Acquired Company in Polish Law
• Target Board’s Duties and Available Defence Strategies under Polish Takeover Law
• Squeeze-out Mechanisms Applicable to Non-listed Companies
• Intellectual Property Rights in M&A Transactions in Poland
• Income Tax Benefits of Investing in Real Property in Poland Through a Limited Partnership
• Limitations in the Purchase of Real Property Located in Poland by Foreigners
• Experience with Distressed M&A and Restructuring – Developments in 2009 and Outlook for 2010

Russia

• Regulating Control in Russian Co-investment
• Limited Liability Companies: New Interest Transfer Rules
• Impact of New Russian Law on Limited Liability Companies in M&A Transactions Where the Target is a Russian LLC
• Shareholders’ Agreements in Russian Corporate Law

Ukraine

• Escrow Arrangements and Settlements in Cross-Border M&A Transactions Involving Ukraine

Asia

• Turning Over a New Leaf: Transforming Government Linked Companies through M&A
• Bridging the Due Diligence Gap

Australia

• Recent Regulatory Changes and Australian Government Decisions Relevant to Inward Investment in Australia
• Directors’ Duties – Legal Developments in 2009 and Lessons for 2010
• The Fall of the Debt Markets and the Rise of Cornerstone / PIPE Investment Transactions
• Valuations in Hostile Bids: The Impact of Tully Sugar on Takeovers in Australia
• Purchase Price Adjustments – Minimising the Risk of Costly Disputes

China

• M&A in China – Anti-Money Laundering and Bribery Issues under UK Legislation
• Mergers and Acquisitions by Foreign Entities in China
• The Regulation of Outbound Investment for Chinese Enterprises
• Acquisition of a Business in China
• Consolidation by an Absorption Merger of Foreign Invested Companies
• Impact of New Rules on M&A Investment in China
• Due Diligence in Cross-Border M&As – Prevention is Better than Cure

India

• India – Trends in M&A and Private Equity
• A Re-examination of Downstream Foreign Investments in India
• Review of the Takeover Regulations
• Insider Trading Issues while Conducting a Due Diligence of a Listed Company
• Examination of the Impact of M&A Provisions under the Companies Bill 2009
• Treatment of Joint Ventures under the Indian Competition Act, 2002
• Taxing Cross Border Mergers and Acquisitions – An Indian Perspective
• Mergers and Acquisitions in India
• US-bound Acquisitions by Indian Companies in 2009
• Investment Opportunities in the Indian Infrastructure and Energy Sector

Singapore

• Deadlocks in Joint Ventures – Agree to Disagree?
• Merger Control in Singapore: The First 30 Months
• Short Form Amalgamations under Singapore Companies Act
• The Singapore SPAC – Initial Impressions
• Privatisation by Way of a Voluntary Delisting from the SGX-ST

Indonesia

• Acquisition of Business in the Banking Sector in Indonesia
• Employment Aspects of Indonesian Mergers and Acquisitions
• Planning and Drafting an Indonesian Joint Venture Agreement
• Some Principles of Indonesian Joint Ventures

Philippines

• Legal Due Diligence Examinations as a Tool in Philippine M&A Transactions

Effect of Mergers and Acquisitions on Labour and Employment

United Arab Emirates

• Joint Venture Agreements and Limited Liability Companies under the UAE Companies Law