Cross-Border M&A

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In recent years there has been a material reduction in the number of companies seeking admission to the Premium Segment of the London Stock Exchange. In addition, a number of market participants believe that high-growth tech companies are materially under-represented on the Premium Segment. In an article published in late 2019, the Financial Times indicated…

On September 17, 2019, the Department of the Treasury proposed regulations implementing most of the remaining provisions of the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), which updated the statute authorizing reviews of foreign investment by the Committee on Foreign Investment in the United States (“CFIUS”).…
Continue Reading Proposed CFIUS Regulations Expand Its Jurisdiction

Bayer enjoys summertime. Bayer brings this summer’s M&A highlight with the sale of its veterinary medicine division to Elanco for approx. USD 7.6 billion. Together with Lanxess, Bayer also sells chemical park operator Currenta to Macquarie for a transaction volume of approx. EUR 3.5 billion. Finally, Bayer lets go of Dr. Scholl’s foot treatment articles…

I. The Transparency Register – A Recap

The 4th EU-Money-Laundering Directive (2015/849), which entered into force in mid-2015, required national legislators of EU Member States to establish, in each jurisdiction, a register for information on the beneficial owners of companies and other undertakings located in such jurisdictions (“Transparency Register”).  Echoing Justice Louis D. Brandeis’ famous metaphor of publicity as a remedy for social and industrial diseases, the Directive states that information on the beneficial ownership of companies is a key factor for tracing criminals who might otherwise hide their identity behind corporate structures.…
Continue Reading A Hint of Brandeis: Proposed Amendments to the German Transparency Register

On January 1, 2019, the German Act on the Strengthening of Company Pensions (Betriebsrentenstärkungsgesetz) leading to an amendment of the German Company Pensions Act (Betriebsrentengesetz), including its provisions regarding deferred compensation (Entgeltumwandlung), entered fully into force.

Deferred Compensation

Under the German Company Pensions Act, each employee is generally entitled to request from the employer that a certain part of the employee’s gross salary (up to an amount equal to 4% of the social security contribution ceiling (Beitragsbemessungsgrenze), i.e., currently EUR 3,216 per year) is used as deferred compensation for company pension purposes.  According to the newly implemented changes, employers are now obliged to provide their employees with an employer-paid top-up to the employees’ contributions to the deferred compensation. …
Continue Reading Changes to Deferred Compensation in Germany

On March 15, 2019, the National People’s Congress of China (the “NPC”) approved the Foreign Investment Law of the People’s Republic of China (the “FIL”), which is set to become effective on January 1, 2020.  The FIL introduces sweeping changes to China’s current legal regime governing foreign investments and, if properly implemented, holds the promise of ushering in a new era for foreign investments in China.

The FIL, when effective, will supersede three laws separately governing foreign investments[1], namely the Foreign Invested Enterprise Law (the “FIE Law”), the Sino-Foreign Equity Joint Venture Law (the “EJV Law”) and the Sino-Foreign Cooperative Joint Venture Law (the “CJV Law”, and together with the FIE Law and EJV Law, the “Existing Laws”).  Under the current regime, which of the Existing Laws applies to a foreign investment depends entirely on the type of Chinese entity through which such investment is made (such entity being referred to as a foreign invested enterprise, or “FIE”).  An FIE that is a wholly owned Chinese subsidiary of the foreign investor is subject to the FIE Law, whereas investments in Chinese joint venture entities are governed by either the EJV Law or the CJV Law.  FIEs of one type typically have equity and governance structures that are different from those of other FIEs, as well as those of Chinese domestic companies.  Furthermore, the current regime is marked by its disparate treatment of FIEs and Chinese domestic companies.  For example, FIEs, especially joint ventures, are typically subject to governmental approval or filing requirements at every step of its life cycle and generally cannot be listed on a Chinese stock exchange.  By unifying the currently fragmented regime, the FIL will simplify the structuring of foreign investments and also, for the first time in the context of a national law, provide for equal treatment as between FIEs and Chinese domestic companies.…
Continue Reading The New Foreign Investment Law Ushers in New Regime for Foreign Investments in China

On March 27, 2019, journalists affiliated with Reuters reported that the Kunlun Group (“Kunlun”), a China-based tech firm, was preparing to sell its wholly owned subsidiary, Grindr, after the Committee on Foreign Investment in the United States (“CFIUS”) informed the group that Kunlun’s continued ownership of Grindr constituted a national security risk.  This forced divestiture of Grindr is a pointed reminder that CFIUS remains focused on protecting the sensitive personal data of U.S. citizens, has the power to upend closed deals that have not been cleared by the committee, and is dedicating increased resources to the review of transactions that are not notified to CFIUS.…
Continue Reading CFIUS Forces Kunlun to Unwind 2016 Acquisition of Grindr Over Concerns About the Protection of Sensitive Personal Data

This month, the UK Takeover Panel published Response Statement 2018/1, which confirmed the amendments that will be made to the rules of the UK Takeover Code in relation to asset valuations published during the course of a takeover bid.

The changes will come into effect on 1 April 2019 and largely track the Panel’s proposals…