German Merger Control

Size: px
Start display at page:

Download "German Merger Control"

Transcription

1 German Federal Cartel Office Publishes Draft Guidelines on Jurisdiction for Merger Review SUMMARY On 5 December 2013, the German Federal Cartel Office (Bundeskartellamt) published new draft guidelines on its jurisdiction to review M&A transactions. Under German law, a transaction does not automatically require notification to, and prior approval by, the Federal Cartel Office if the parties turnover meets the German filing thresholds. Transactions are notifiable (and require approval) only if they have sufficient domestic effect on competition, i.e., sufficient nexus to Germany. This sets German merger control apart from the EU merger control rules which apply extra-territorially and can subject transactions to merger review that have no effect on competition in the EU, but where the parties turnover meets the applicable filing thresholds. The draft guidelines that the Federal Cartel Office has released for public consultation are intended to provide guidance on the concept of domestic effect. The Federal Cartel Office hopes that this will enable parties to a proposed merger to determine more easily and quickly whether their transaction requires notification and approval in Germany. This is particularly relevant for foreign-to-foreign transactions. The draft guidelines confirm that the formation of joint ventures will not require merger control approval in Germany if (i) the joint venture is not, and will not be, active in Germany (or a wider geographic market that includes Germany) and (ii) the parents, despite meeting the filing thresholds in Germany, do not compete on any market in Germany (or a wider geographic market that includes Germany). The Federal Cartel Office has invited comments on the draft guidelines by 30 January It intends to adopt the new guidelines thereafter, at which time they will replace the current guidelines on domestic effect that have been in force since New York Washington, D.C. Los Angeles Palo Alto London Paris Frankfurt Tokyo Hong Kong Beijing Melbourne Sydney

2 SUBSTANCE OF THE DRAFT GUIDELINES In the draft guidelines, the Federal Cartel Office ( FCO ) confirms that M&A transactions (i.e., mergers, acquisitions and the formation of joint ventures) require prior notification and approval only if they have sufficient domestic effect on competition in Germany. Thus, transactions do not automatically require a merger filing in Germany if the parties turnover meets the relevant thresholds. 1 domestic effect, a merger filing will not be required. If there is insufficient The FCO identifies transactions that (i) clearly have domestic effect and (ii) clearly lack domestic effect. I. Transactions that clearly have domestic effect M&A transactions involving only two parties (i.e., an acquiring undertaking and a target undertaking) whose turnover meets the filing thresholds will always have sufficient domestic effect and will require a merger filing. This is a consequence of how the German filing thresholds work: In a two-party transaction, the thresholds will be met only if the target has turnover in Germany of at least EUR 5 million which translates into sufficient domestic effect. In transactions that involve more than two parties (for example, the acquisition of joint control by two undertakings of another undertaking or the acquisition of 25% or more of the voting rights or equity of a company by two other undertakings), sufficient domestic effect will exist if the target s turnover in Germany is more than EUR 5 million. In the case of the formation of green-field joint ventures, sufficient domestic effect will exist if the joint venture will be active in Germany and is expected to generate turnover of more than EUR 5 million annually in Germany in the course of the next three to five years. II. Transactions that clearly lack domestic effect Lack of domestic effect is relevant in particular as a basis to rule out a filing obligation for the formation of joint ventures where only the parents turnover meets the German filing thresholds. According to the draft guidelines, domestic effect clearly can be excluded if the following three conditions are met: (i) The joint venture is not, and will not be, active on any market in Germany (or any wider geographic market that includes Germany, such as the EU). (ii) There is no risk of spill-over coordination between the joint venture s parents in Germany on the product market(s) on which the joint venture is active, or on any market that is upstream or downstream of those markets. 2 This is the case if the parents are actual or potential competitors in 1 A merger filing is required in Germany if, in the last financial year, the parties combined worldwide turnover exceeded EUR 500 million and the turnover in Germany of one party exceeded EUR 25 million and that of another party exceeded EUR 5 million. 2 Spill-over coordination arises when the parties cooperation in a joint venture leads to the coordination or alignment of their activities outside the joint venture. -2-

3 Germany on the product market on which the joint venture is active outside Germany or on a market in Germany that is upstream or downstream of the joint venture s market outside Germany. 3 (iii) There is no risk of spill-over coordination on any other markets in Germany. This is the case if the parents do not compete (actually or potentially) on any other relevant product market in Germany or on a wider relevant geographic market that includes Germany. In summary, the formation of brown-field joint ventures (joint acquisition of existing companies) and green-field joint ventures (formation by two or more parties of a new company) will not require a merger filing in Germany if (i) the joint venture is not, and will not be, active in Germany (or on a wider geographic market that includes Germany) and (ii) the joint venture s parents do not compete on any market in Germany (or on a wider geographic market that includes Germany). III. Criteria for assessment of domestic effect on a case-by-case basis For cases that do not fall in the above categories, the FCO proposes the following guidance: 1. Joint ventures with some activities in Germany (but turnover of less than EUR 5 million) If a joint venture has some activities in Germany but turnover in Germany of less than EUR 5 million, sufficient domestic effect will exist only if the joint venture s activities in Germany are not marginal. According to the draft guidelines, a joint venture s activities do not automatically qualify as marginal if its turnover is below EUR 5 million or its market share is less than 5%. Sufficient domestic effect can arise from the transfer of important resources to the joint venture, e.g., intellectual property rights and knowhow. 2. Risk of spill-over coordination between the parents in Germany Even if the joint venture is not, and will not be, active in Germany, its formation can give rise to domestic effect if there is a risk of spill-over coordination between its parents in Germany. If the joint venture s parents compete with each other in Germany (or on a wider geographic market that includes Germany) on a product market on which the joint venture is, or will be, active (or on a product market upstream or downstream of the joint venture s market), the following guidance applies: The formation of the joint venture will not have sufficient domestic effect if the parents combined market share in Germany (or on the wider geographic market that includes Germany) is less than 10%. In such cases, a merger filing will not be required, even if the parents turnover meets the filing thresholds. If the parents compete in Germany (or on a wider geographic market that includes Germany) on a market that is not related to the joint venture s market, the formation of the joint venture will be considered to give rise to a risk of spill-over coordination only if the joint venture is of significant importance to the activities of its parents. If the joint venture is of marginal significance to the parents, there is no risk of spill-over 3 Note that the geographic market on which the parents compete can be wider than national. In that case, the parents may not be actual or potential competitors on the wider geographic market that includes Germany, such as the EU. -3-

4 coordination, and the formation of the joint venture will not have sufficient domestic effect for a merger filing to be required. To assess the significance of the joint venture to its parents overall activities, the FCO advises looking at the turnover that the joint venture generates (or is expected to generate) relative to the turnover of its parents, and at whether the joint venture will own resources that are of strategic importance to its parents. COMMENT The draft guidelines are helpful in that they confirm clearly that the formation of joint ventures with no conceivable nexus to Germany will not require FCO approval. This is a welcome clarification because the German filing thresholds could, if applied formalistically, subject joint ventures to merger review, even if they have no discernable effect on competition in Germany. The FCO realises that the assessment of spill-over coordination by the parents can be cumbersome indeed more cumbersome than the actual merger review would be in substance. This can be the case, in particular, in joint acquisitions of companies by two or more private equity firms or in the joint formation of acquisition vehicles by would-be acquirers. The overlap analysis required for the assessment of the risks of spill-over coordination must include all controlled portfolio companies of the participating firms, even if their acquisition of the target raises no substantive competition concerns. In such cases, the FCO advises the parties to submit a filing and leave open the question of whether sufficient domestic effect exists. The FCO would then endeavour to grant timely clearance. While drafting merger filings in Germany is not as cumbersome as in other jurisdictions and the FCO often grants clearance in non-contentious cases ahead of the one-month waiting period, a filing will nevertheless cause some cost and delay to the transaction timetable. Perhaps the FCO will simplify the guidance on spill-over coordination further in the guidelines that it adopts in The gain in legal certainty may outweigh the loss of oversight by the FCO of possible spill-over coordination, the risks of which are purely theoretical in many transactions. * * * Copyright Sullivan & Cromwell LLP

5 ABOUT SULLIVAN & CROMWELL LLP Sullivan & Cromwell LLP is a global law firm that advises on major domestic and cross-border M&A, finance, corporate and real estate transactions, significant litigation and corporate investigations, and complex restructuring, regulatory, tax and estate planning matters. Founded in 1879, Sullivan & Cromwell LLP has more than 800 lawyers on four continents, with four offices in the United States, including its headquarters in New York, three offices in Europe, two in Australia and three in Asia. CONTACTING SULLIVAN & CROMWELL LLP This publication is provided by Sullivan & Cromwell LLP as a service to clients and colleagues. The information contained in this publication should not be construed as legal advice. Questions regarding the matters discussed in this publication may be directed to any of our lawyers listed below, or to any other Sullivan & Cromwell LLP lawyer with whom you have consulted in the past on similar matters. If you have not received this publication directly from us, you may obtain a copy of any past or future related publications from Stefanie S. Trilling ( ; in our New York office. CONTACTS London Juan Rodriguez Axel Beckmerhagen LONDON:

FBAR Reporting Requirements for Foreign Financial Accounts

FBAR Reporting Requirements for Foreign Financial Accounts FBAR Reporting Requirements for Foreign Financial Accounts FinCEN Releases Notice of Proposed Rulemaking to Revise Certain Provisions of the FBAR Regulations SUMMARY The Financial Crimes Enforcement Network

More information

Section 4371 Excise Tax on Insurance and Reinsurance Contracts

Section 4371 Excise Tax on Insurance and Reinsurance Contracts Section 4371 Excise Tax on Insurance and Reinsurance Contracts D.C. Circuit Holds that Federal Excise Tax Does Not Apply to Wholly Foreign Retrocession Agreements SUMMARY On May 26, 2015, in Validus Reinsurance,

More information

New York State Labor Law Amendments Affecting Proof in Pay Discrimination Cases and Employer Policies Concerning Wage Disclosure

New York State Labor Law Amendments Affecting Proof in Pay Discrimination Cases and Employer Policies Concerning Wage Disclosure New York State Labor Law Amendments Affecting Proof in Pay Discrimination Cases and Employer Policies Concerning Wage Disclosure Amendments Alter Burden of Proof in Gender-Based Pay Cases and Bar Employer

More information

Internal Revenue Service Issues Regulations Affecting REIT Conversions and Spinoffs

Internal Revenue Service Issues Regulations Affecting REIT Conversions and Spinoffs Internal Revenue Service Issues Regulations Affecting REIT Conversions and Spinoffs IRS and Treasury Issue Regulations to Extend the Period During Which a REIT Is Subject to Corporate Tax on Built-in Gains

More information

Changes to New York Power of Attorney Law

Changes to New York Power of Attorney Law Changes to New York Power of Attorney Law New York Imposes New Requirements on All Powers of Attorney Executed in New York by Individuals Effective September 1, 2009 SUMMARY Effective September 1, 2009,

More information

Department of Labor Proposes New Overtime Regulations

Department of Labor Proposes New Overtime Regulations Department of Labor Proposes New Overtime Regulations DOL Proposes Substantially Raising Salary Thresholds Used in Determining Who Is Exempt from Overtime Pay and Requests Comments on Potential Changes

More information

EU State Aid and Tax Law

EU State Aid and Tax Law European Court finds that Spanish tax rules were not unlawful state aid because they did not give a selective advantage SUMMARY In two recent cases on fiscal state aid, the General Court of the European

More information

New York City Council Passes Bill Banning Use of Credit Checks in Employment Decisions

New York City Council Passes Bill Banning Use of Credit Checks in Employment Decisions New York City Council Passes Bill Banning Use of Credit Checks in Employment Decisions Amendment to the New York City Human Rights Law Makes It an Unlawful Discriminatory Practice for Most Employers to

More information

New York Court of Appeals Announces New Rules Governing Practice in New York by Attorneys Not Admitted in the State

New York Court of Appeals Announces New Rules Governing Practice in New York by Attorneys Not Admitted in the State New York Court of Appeals Announces New Rules Governing Practice in New York by Attorneys Not Provisions Permit Temporary Practice by Non-New York Attorneys and Registration of Non-U.S. Lawyers as In-House

More information

Deductibility of Fiduciary Expenses

Deductibility of Fiduciary Expenses IRS Publishes Final Regulations on Deductibility of Fiduciary Expenses Incurred by Estates and Trusts SUMMARY On May 8, 2014, the Treasury Department and the Internal Revenue Service ( IRS ) adopted final

More information

CFTC Chairman Seeks Additional Authority for CFTC

CFTC Chairman Seeks Additional Authority for CFTC CFTC Chairman Seeks Additional Authority for CFTC Chairman Gensler Requests Clarifying Language for CFTC Regulatory Authority Under the Over-the-Counter Derivatives Markets Act of 2009 SUMMARY In response

More information

Current Market Conditions Create Opportunities for Estate Planning Strategies

Current Market Conditions Create Opportunities for Estate Planning Strategies Current Market Conditions Create Opportunities for Strategies SUMMARY The recent decline in stock prices and today s low interest rates for intra-family loans present a unique opportunity to transfer wealth

More information

French 50% Withholding Tax on Interest Paid in Tax Havens

French 50% Withholding Tax on Interest Paid in Tax Havens French 50% Withholding Tax on Interest Paid in Tax Havens Administrative Guidelines Provide for Safe Harbors under Which Interest Paid with Respect to Certain Notes Would Be Exempt SUMMARY Interest paid

More information

Whistleblower Provisions

Whistleblower Provisions SEC Issues Final Rules Implementing the Dodd-Frank Whistleblower Provisions SUMMARY On May 25, 2011, the Securities and Exchange Commission voted 3 to 2 to approve the final rules implementing the whistleblower

More information

Bank Levies in the UK, France and Germany

Bank Levies in the UK, France and Germany Bank Levies in the UK, France and Germany A Comparison of the New Levies on Banks SUMMARY The United Kingdom, France and Germany have all recently finalised, or are in the process of finalising, details

More information

IRS Addresses Consequences of Purchasing and Selling Life Insurance Contracts

IRS Addresses Consequences of Purchasing and Selling Life Insurance Contracts IRS Addresses Consequences of Purchasing and Selling Life Insurance Contracts Revenue Rulings Provide Guidance to Policyholders Who Surrender or Sell Life Insurance Contracts and to Investors Who Purchase

More information

Changes to New York Power of Attorney Law

Changes to New York Power of Attorney Law New York Amends Power of Attorney Law Retroactively SUMMARY The New York Legislature has now passed, and the Governor has signed, amendments to the New York Power of Attorney Law, Sections 5-1501 5-1514

More information

Partnership Debt-for-Equity Exchanges

Partnership Debt-for-Equity Exchanges IRS Issues Final Regulations on Cancellation of Indebtedness Income and Other Consequences of an Exchange of Partnership Debt for Partnership Equity SUMMARY The Internal Revenue Service (the IRS ) recently

More information

Partnership Tax Audits

Partnership Tax Audits New Audit Regime Allows IRS to Assess and Collect Tax at the Partnership Level SUMMARY The Bipartisan Budget Act of 2015 (the Budget Act) replaces the current partnership audit procedures with a very different

More information

The FTT will be due irrespective of whether the acquisition is carried out by a company or an individual.

The FTT will be due irrespective of whether the acquisition is carried out by a company or an individual. French Parliament Adopts Proposed Legislation on Financial Transaction Tax with Few Amendments SUMMARY Draft legislation to introduce a financial transaction tax (the FTT ) in France was presented by the

More information

NYSE Amends Rule on Material News Notification and Trading Halts

NYSE Amends Rule on Material News Notification and Trading Halts NYSE Amends Rule on Material News Notification and Trading Halts NYSE Extends the Pre-Market Notification Period During Which Listed Companies Are Required to Notify the NYSE Prior to Disseminating Material

More information

New York Employment Law Update

New York Employment Law Update Recent Legislative Developments in New York State Regarding Reductions in Force and Criminal Conviction Records SUMMARY A number of new New York State statutes of significance to employers will soon become

More information

IRS Issues Audit Directive on Worthless Debt Deductions for Banks and Bank Affiliates

IRS Issues Audit Directive on Worthless Debt Deductions for Banks and Bank Affiliates October 29, 2014 IRS Issues Audit Directive on Worthless Debt Deductions for Banks and Bank Affiliates LBI Directs Its Auditors Not to Challenge Certain Worthless Debt Deductions SUMMARY The Large Business

More information

Registered Adviser Custody Rules

Registered Adviser Custody Rules SEC Adopts Final Rules and Issues Guidance to Safeguard the Custody of Client Assets by Investment Advisers SUMMARY The SEC has adopted and published amendments to Rule 206(4)-2 under the Investment Advisers

More information

IRS Offshore Voluntary Disclosure Program

IRS Offshore Voluntary Disclosure Program IRS Launches Third Offshore Voluntary Disclosure Program SUMMARY On January 9, 2012, the Internal Revenue Service (the IRS ) issued a news release announcing that the IRS is opening a third Offshore Voluntary

More information

Supreme Court Clarifies Statute of Limitations Applicable to False Claims Act Whistleblower Suits Against Government Contractors

Supreme Court Clarifies Statute of Limitations Applicable to False Claims Act Whistleblower Suits Against Government Contractors Supreme Court Clarifies Statute of Limitations Applicable to False Claims Act Whistleblower Suits Against Government Contractors In Kellogg Brown & Root Services, Inc., et al. v. United States ex rel.

More information

Dodd-Frank Whistleblower Provision

Dodd-Frank Whistleblower Provision Second Circuit, Disagreeing with Fifth Circuit, Defers to SEC s Interpretation of Dodd-Frank Whistleblower Definition and Holds That Internal Whistleblowers Are Entitled to Pursue Dodd-Frank Retaliation

More information

Tax Court Addresses Implied Waiver of the Attorney-Client Privilege

Tax Court Addresses Implied Waiver of the Attorney-Client Privilege Tax Court Addresses Implied Waiver of the Attorney-Client Privilege The Tax Court Holds That Raising Good-Faith and State-of-Mind Defenses to Accuracy-Related Penalties Could Result in an Implied Waiver

More information

Broker-Dealer Audit and Reporting Updates

Broker-Dealer Audit and Reporting Updates PCAOB Report and New SEC Rules Address Audit, Financial Reporting, Internal Control and Risk Management Issues Relating to Broker-Dealers These Developments May Be Relevant for Audit Committees of Public

More information

Court Addresses Employee Stock Option Expenses for Transfer Pricing Purposes

Court Addresses Employee Stock Option Expenses for Transfer Pricing Purposes Court Addresses Employee Stock Option Expenses for Transfer Pricing Purposes Ninth Circuit Overturns Tax Court and Holds That Expenses Attributable to Employee Stock Options Are Costs of Developing Intangibles

More information

Supreme Court Decision Affirming Judicial Right to Review EEOC Actions

Supreme Court Decision Affirming Judicial Right to Review EEOC Actions Supreme Court Decision Affirming Judicial Right to Review EEOC Actions The Supreme Court Holds That EEOC s Conciliation Efforts Are Subject to Judicial Review, Albeit Narrow SUMMARY A unanimous Supreme

More information

FDIC Temporary Liquidity Guarantee Program

FDIC Temporary Liquidity Guarantee Program FDIC Temporary Liquidity Guarantee Program The FDIC Issues Interim Rule Regarding Temporary Liquidity Guarantee Program SUMMARY On Thursday, October 23, the Federal Deposit Insurance Corporation ( FDIC

More information

Hong Kong Enacts a Statutory Disclosure Regime

Hong Kong Enacts a Statutory Disclosure Regime Statutory Obligation for Hong Kong-Listed Corporations to Disclose Price Sensitive Information Becoming Effective on January 1, 2013 SUMMARY With effect from January 1, 2013, Hong Kong will implement a

More information

Reporting Requirements for Foreign Financial Accounts

Reporting Requirements for Foreign Financial Accounts Reporting Requirements for Foreign Financial Accounts Proposed FinCEN Regulations and IRS Guidance On Foreign Bank and Financial Account Reporting SUMMARY On February 26, the IRS issued Notice 2010-23

More information

IRS Issues Final and New Proposed Regulations Implementing the 3.8% Tax on Investment Income

IRS Issues Final and New Proposed Regulations Implementing the 3.8% Tax on Investment Income IRS Issues Final and New Proposed Regulations Implementing the 3.8% Tax on Investment Income Final Regulations and New Proposed Regulations Implement the 3.8% Tax on Net Investment Income of Individuals,

More information

Court Addresses (Again!) Employee Stock Option Expenses for Transfer Pricing Purposes

Court Addresses (Again!) Employee Stock Option Expenses for Transfer Pricing Purposes Court Addresses (Again!) Employee Stock Option Expenses for Transfer Pricing Purposes Ninth Circuit Reverses Itself and Holds that the Arm s-length Standard Controls in Determining if Employee Stock Option

More information

Sarbanes-Oxley Whistleblower Provision

Sarbanes-Oxley Whistleblower Provision U.S. Supreme Court Significantly Expands Sarbanes-Oxley Whistleblower Provision to Include Employees of Non-Public Contractors and Subcontractors of Public Companies SUMMARY In Lawson v. FMR LLC, No. 12-3

More information

Equal Employment Opportunity Commission v. Abercrombie & Fitch Stores, Inc.: Religious Accommodation in the Workplace

Equal Employment Opportunity Commission v. Abercrombie & Fitch Stores, Inc.: Religious Accommodation in the Workplace Equal Employment Opportunity Commission v. Abercrombie & Fitch Stores, Inc.: Supreme Court Clarifies that an Employer Can Be Liable for Failing To Accommodate a Religious Practice that the Employer Suspects,

More information

New York State Tax Developments

New York State Tax Developments New York State Executive Budget Proposal Would Make Important Changes to Tax Laws Affecting Individuals and Trusts SUMMARY On January 19, 2010, New York State Governor David A. Paterson released his executive

More information

Due Diligence in Regulation D Offerings

Due Diligence in Regulation D Offerings FINRA Provides Guidance on the Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings SUMMARY FINRA has published a regulatory notice providing guidance to broker-dealers

More information

Bank Mergers & Acquisitions

Bank Mergers & Acquisitions Federal Reserve Details New Financial Stability Analysis in Approving PNC s Acquisition of RBC Bank (USA) SUMMARY A recent acquisition approval order of the Board of Governors of the Federal Reserve System

More information

Deposit Insurance Assessment System

Deposit Insurance Assessment System The FDIC Issues a Final Rule Regarding Changes to the Ratios and Ratio Thresholds to Align the With U.S. Basel III Capital Rules On November 18, 2014, the Federal Deposit Insurance Corporation (the FDIC

More information

Basel Intraday Liquidity Framework

Basel Intraday Liquidity Framework Basel Committee Publishes Final Document on Monitoring Tools for Intraday Liquidity Management SUMMARY The Basel Committee on Banking Supervision (the Basel Committee ), in consultation with the Committee

More information

Criminal Defense and Investigations

Criminal Defense and Investigations Fraud Enforcement and Recovery Act of 2009 SUMMARY On May 20, 2009, President Obama signed into law the Fraud Enforcement and Recovery Act of 2009 ( FERA ), a statute intended to strengthen the federal

More information

Recent Developments Regarding Entity Classification for UK Tax Purposes

Recent Developments Regarding Entity Classification for UK Tax Purposes Recent Developments Regarding Entity Classification for UK Tax Purposes Anson v. HMRC is a Delaware LLC tax-transparent? SUMMARY The question as to whether a non-uk entity such as a Delaware limited liability

More information

Merger Control Issues and Private Equity Transactions

Merger Control Issues and Private Equity Transactions Merger Control Issues and Private Equity Transactions Further information If you would like further information on any aspect of Merger Control and Private Equity Transactions please contact a person mentioned

More information

House Financial Services Draft OTC Derivatives Legislative Proposal

House Financial Services Draft OTC Derivatives Legislative Proposal House Financial Services Draft OTC Derivatives Legislative Proposal House Financial Services Chairman Barney Frank Releases Discussion Draft of the Over-the-Counter Derivatives Markets Act of 2009, on

More information

Scope of Criminal Insider Trading Liability for Remote Tippees

Scope of Criminal Insider Trading Liability for Remote Tippees Scope of Criminal Insider Trading Liability for Remote Tippees United States v. Newman: Second Circuit Reverses Insider Trading Convictions; Requires That Tippee Know of Benefit Received by Insider; Strengthens

More information

CFTC Proposes Rulemaking Regarding Automated Trading

CFTC Proposes Rulemaking Regarding Automated Trading CFTC Proposes Rulemaking Regarding Automated Trading CFTC Proposes Regulation AT to Impose Registration, Pre-Trade Risk Control and System Safeguard Requirements for Automated Trading Firms and Related

More information

A n E x c E p t i o n A L o p p o r t u n i t y

A n E x c E p t i o n A L o p p o r t u n i t y Trainee Solicitors An Exceptional Opportunity ABOUT SULLIVAN & CROMWELL Introducing S&C Sullivan & Cromwell provides the highest quality legal advice and representation to clients around the world. The

More information

Perez v. Mortgage Bankers Association

Perez v. Mortgage Bankers Association Supreme Court Holds that Agencies Can Amend or Repeal Interpretive Rules Without Notice-and-Comment Procedures SUMMARY The U.S. Supreme Court yesterday held that agencies are not required to follow notice-and-comment

More information

Local expertise & multinational deals & fresh ingredients & brand innovations & added value in regulation & from raw materials to consumer products &

Local expertise & multinational deals & fresh ingredients & brand innovations & added value in regulation & from raw materials to consumer products & & Food and Beverage Local expertise & multinational deals & fresh ingredients & brand innovations & added value in regulation & from raw materials to consumer products & a good nose for business Our International

More information

IFLR. Merger Control Survey 2015. Lead contributors Ian Giles and Marc Waha. Merger Control Survey 2015 www.iflr.com

IFLR. Merger Control Survey 2015. Lead contributors Ian Giles and Marc Waha. Merger Control Survey 2015 www.iflr.com Merger Control Survey 2015 www.iflr.com Merger Control Survey 2015 Lead contributors Ian Giles and Marc Waha IFLR international financial law review SURVEY PARTICIPANTS AUSTRALIA BRAZIL CANADA CHINA EUROPEAN

More information

E-ALERT China Practice

E-ALERT China Practice E-ALERT China Practice February 18, 2011 CHINA ISSUES NATIONAL SECURITY REVIEW RULES FOR FOREIGN INVESTMENT China has established a new process for reviewing the national security implications of foreign

More information

Information Disclosure on the Securities Market

Information Disclosure on the Securities Market 3 Legal Update Banking & Finance Construction & Engineering Corporate & Securities Vietnam 06 July 2012 Information Disclosure on the Securities Market Summary On 5 April 2012, the Ministry of Finance

More information

BEIJING SHANGHAI HONG KONG

BEIJING SHANGHAI HONG KONG BEIJING SHANGHAI HONG KONG BEIJING - SHANGHAI - HONG KONG ASIAN PRACTICE Chiomenti Studio Legale is an international law firm present in China, with offices in BEIJING, Shanghai and Hong Kong. Expansion

More information

The Alternative Investment Fund Managers Directive ( AIFMD )

The Alternative Investment Fund Managers Directive ( AIFMD ) The Alternative Investment Fund Managers Directive ( AIFMD ) The alternative investment funds industry is shortly to be subject to European authorisation and conduct of business requirements for the first

More information

Chinese Affiliates of Big Four Accounting Firms Ordered Barred from Practicing Before the SEC for Six Months; Suspension Stayed Pending Appeal

Chinese Affiliates of Big Four Accounting Firms Ordered Barred from Practicing Before the SEC for Six Months; Suspension Stayed Pending Appeal Chinese Affiliates of Big Four Accounting Firms Ordered Barred from Practicing Before the SEC for Six Months; Suspension Stayed Pending Appeal Administrative Law Judge Finds that the Firms Willfully Refused

More information

The Court held that the doctrine applies both in plenary proceedings in the Delaware state courts and to inspections under Section 220.

The Court held that the doctrine applies both in plenary proceedings in the Delaware state courts and to inspections under Section 220. Wal-Mart v. IBEW: Delaware Supreme Court Authorizes Books and Records Discovery of Internal Investigation Under Section 220 of the Delaware General Corporation Law and Adopts Garner Exception SUMMARY On

More information

Cyber Risks in the Boardroom

Cyber Risks in the Boardroom Cyber Risks in the Boardroom Managing Business, Legal and Reputational Risks Perspectives for Directors and Executive Officers Preparing Your Company to Identify, Mitigate and Respond to Risks in a Changing

More information

Dodd-Frank Stress Tests

Dodd-Frank Stress Tests Federal Banking Agencies Propose Company-Run Stress Test Data Reporting Templates and Related Documentation for Financial Institutions with Over $10 Billion but Less Than $50 Billion in Assets SUMMARY

More information

Factsheet on the Scope of EU merger control

Factsheet on the Scope of EU merger control BUNDESKARTELLAMT July 2004 GENERAL POLICY DEPARTMENT Factsheet on the Scope of EU merger control This factsheet provides information on the distribution of powers between the European Commission and the

More information

WATSON FARLEY & WILLIAMS: KEY FACTS

WATSON FARLEY & WILLIAMS: KEY FACTS EMPLOYMENT WATSON FARLEY & WILLIAMS: KEY FACTS 133 PARTNERS ESTABLISHED 1982 14 OFFICES OVER 400 LAWYERS 11 COUNTRIES OVER 20 LANGUAGES SPOKEN EMPLOYMENT 2 OUR EMPLOYMENT PRACTICE Advising corporations,

More information

DEFINITIVE ADVICE PRACTICAL GUIDANCE POWERFUL ADVOCACY LLP

DEFINITIVE ADVICE PRACTICAL GUIDANCE POWERFUL ADVOCACY LLP European Funds Practice DEFINITIVE ADVICE PRACTICAL GUIDANCE POWERFUL ADVOCACY LLP European Funds Practice Dechert s international Financial Services Practice features an industry-leading group of experienced

More information

SEC Issues Liquidity Risk Management and Swing Pricing Proposal for Open-End Investment Funds

SEC Issues Liquidity Risk Management and Swing Pricing Proposal for Open-End Investment Funds SEC Issues Liquidity Risk Management and Swing Pricing Proposal for Open-End Investment Funds Proposed Rule and Amendments to Rules and Forms Would Require Open-End Funds to Implement Liquidity Risk Management

More information

Corporate Governance of Delaware Corporations

Corporate Governance of Delaware Corporations Corporate Governance of Delaware Corporations Delaware Adopts Amendments to the Delaware General Corporation Law Relating to Corporate Governance SUMMARY The Delaware legislature has enacted a number of

More information

Private Securities Fraud Claims Under Section 10(b) Based on False or Misleading Statements

Private Securities Fraud Claims Under Section 10(b) Based on False or Misleading Statements Private Securities Fraud Claims Under Section 10(b) Based on False or Misleading Statements U.S. Supreme Court Holds that Private Actions May Be Brought Only Against Parties With Ultimate Authority Over

More information

Choosing the Ideal Structure for your Business Entity and Venture Capital Investment in 2010

Choosing the Ideal Structure for your Business Entity and Venture Capital Investment in 2010 Choosing the Ideal Structure for your Business Entity and Venture Capital Investment in 2010 Columbia University Entrepreneurial Program April 2010 www.morganlewis.com Outline I. Overview II. Choosing

More information

NORTHERN VIRGINIA. Hogan & Hartson LLP

NORTHERN VIRGINIA. Hogan & Hartson LLP NORTHERN VIRGINIA Hogan & Hartson LLP PRACTICE AREAS: Antitrust Business, Finance, and Tax Capital Markets Corporate and Securities Corporate Governance Estate Planning and Administration Government Contracts

More information

A Quick Start Guide to EMIR: What you need to do and when

A Quick Start Guide to EMIR: What you need to do and when Legal Update January 2013 A Quick Start Guide to EMIR: What you need to do and when On 19 December 2012 the Commission adopted the majority of the subordinate legislation necessary to implement Regulation

More information

Launch of Mutual Recognition of Funds Between Mainland China and Hong Kong

Launch of Mutual Recognition of Funds Between Mainland China and Hong Kong June 2015 Practice Group: Investment Management, Hedge Funds and Alternative Investments Launch of Mutual Recognition of Funds Between Mainland China and Hong Kong By Choo Lye Tan On 22 May 2015, the Securities

More information

Regulatory Implications of New Products and Services in the Australian Electricity Market

Regulatory Implications of New Products and Services in the Australian Electricity Market 2 March 2015 Practice Group: Energy Regulatory Implications of New Products and Services in the Australian Australia Energy Alert By Jenny Mee and Larissa Hauser The Energy Market Reform Working Group

More information

Transatlantic Management: Establishing and Managing American Israeli Companies

Transatlantic Management: Establishing and Managing American Israeli Companies Transatlantic Management: Establishing and Managing American Israeli Companies Edward Best May 2007 BERLIN BRUSSELS CHARLOTTE CHICAGO COLOGNE FRANKFURT HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO

More information

Norton Rose Group expands across Canada, Latin America and Kazakhstan. Creating one of the world s leading energy and mining practices

Norton Rose Group expands across Canada, Latin America and Kazakhstan. Creating one of the world s leading energy and mining practices Norton Rose Group expands across Canada, Latin America and Kazakhstan Creating one of the world s leading energy and mining practices Norton Rose Group expands across Canada, Latin America and Kazakhstan

More information

Liechtenstein. Heinz Frommelt. Sele Frommelt & Partners Attorneys at Law Ltd

Liechtenstein. Heinz Frommelt. Sele Frommelt & Partners Attorneys at Law Ltd Sele Frommelt & Partners Attorneys at Law Ltd Heinz Frommelt Sele Frommelt & Partners Attorneys at Law Ltd Legislation and jurisdiction 1 What is the relevant legislation and who enforces it? is a member

More information

Latham & Watkins Litigation Antitrust & Competition

Latham & Watkins Litigation Antitrust & Competition Number 1040 9 June 2010 Client Alert Latham & Watkins Litigation Antitrust & Competition New Antitrust Rules for the Motor Vehicle Sector Challenges Ahead for Car Manufacturers, Dealers, Spare Parts Suppliers

More information

Well advised. www.mayerbrownrowe.com. Law Firm of the Year for Pharma and Medical Devices Law

Well advised. www.mayerbrownrowe.com. Law Firm of the Year for Pharma and Medical Devices Law Well advised www.mayerbrownrowe.com Law Firm of the Year for Pharma and Medical Devices Law +++Nomination for JUVE Awards 2006 Law Firm of the Year and Law Firm of the Year for Promoting Young Talent +++

More information

the paris office Elizabeth Naud and Luc Poux, architects

the paris office Elizabeth Naud and Luc Poux, architects the paris office Elizabeth Naud and Luc Poux, architects dllp Our commitment is to be the definitive source of practical advisory services and our clients most powerful advocates. DECHERT LLP In-depth

More information

Brand Management Services

Brand Management Services Brand Management Services About Bird & Bird Since 1898 Bird & Bird has led the way in protecting the ideas that have made some of the world s greatest brands successful. It s the firm s excellence in client

More information

THE INTERNATIONAL CHAMBER OF COMMERCE PROPOSES AN ALTERNATIVE FOR LEGITIMIZING INTERNATIONAL TRANSFERS OF PERSONAL DATA FROM THE EUROPEAN UNION

THE INTERNATIONAL CHAMBER OF COMMERCE PROPOSES AN ALTERNATIVE FOR LEGITIMIZING INTERNATIONAL TRANSFERS OF PERSONAL DATA FROM THE EUROPEAN UNION CLIENT MEMORANDUM THE INTERNATIONAL CHAMBER OF COMMERCE PROPOSES AN ALTERNATIVE FOR LEGITIMIZING INTERNATIONAL TRANSFERS OF PERSONAL DATA FROM THE EUROPEAN UNION The ICC Report analyzes the use of binding

More information

Rouse. The right mix of intellectual property specialists. www.rouse.com

Rouse. The right mix of intellectual property specialists. www.rouse.com Rouse The right mix of intellectual property specialists www.rouse.com Welcome to Rouse A leading global intellectual property firm. Established in 1990, we now have a team of more than 600 (including

More information

Private Equity: A Practitioner s Perspective. Edward J. Mathias

Private Equity: A Practitioner s Perspective. Edward J. Mathias Private Equity: A Practitioner s Perspective Edward J. Mathias Private Equity A Practitioner s Perspective The Carlyle Group Overview The Fundamental Case Investor Activity Private Equity Investment Criteria

More information

New York State and City Tax Law Changes

New York State and City Tax Law Changes 2010-2011 New York State Budget Is Enacted Four Months Late Imposes Tax Increases on Individuals and Corporations SUMMARY The 2010-2011 New York State Budget (the Budget ) was enacted on August 4, 2010,

More information

UK Employee Incentives and Benefits

UK Employee Incentives and Benefits UK Employee Incentives and Benefits About our UK Employee Incentives and Benefits Team The UK Employee Incentives and Benefits team at Bird & Bird design, draft and implement employee share plans and other

More information

INVESTMENT FUNDS. SEC Proposes First Dodd-Frank Investment Advisers Act Rule to Address Family Offices. What Is a Family Office?

INVESTMENT FUNDS. SEC Proposes First Dodd-Frank Investment Advisers Act Rule to Address Family Offices. What Is a Family Office? OCTOBER 22, 2010 INVESTMENT FUNDS SEC Proposes First Dodd-Frank Investment Advisers Act Rule to Address Family Offices Section 409(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the

More information

SEC Staff Addresses Third-Party Endorsements of Investment Advisers on Social Media Websites

SEC Staff Addresses Third-Party Endorsements of Investment Advisers on Social Media Websites April 2014 Practice Groups: Investment Management, Hedge Funds and Alternative Investments Private Equity SEC Staff Addresses Third-Party Endorsements of By Michael W. McGrath and Sonia R. Gioseffi On

More information

China s New Foreign Exchange Rule Expands Scope and Streamlines Registration Process

China s New Foreign Exchange Rule Expands Scope and Streamlines Registration Process August 2014 China s New Foreign Exchange Rule Expands Scope and Streamlines Registration Process By Steven Xiang, Anthony Wang and Yi Chen A frequently asked due diligence question for private equity or

More information

Delivering sustainable global growth

Delivering sustainable global growth Delivering sustainable global growth Driving profits by growing third party assets Keith Skeoch CEO, Standard Life Investments This presentation may contain certain forward-looking statements with respect

More information

UK OFT Investigation into Health Markets

UK OFT Investigation into Health Markets MARCH 23, 2011 EU LIFE SCIENCES UPDATE UK OFT Investigation into Health Markets Executive Summary On 10 March 2011, the Office of Fair Trading (OFT) formally launched a market study into private healthcare.

More information

TopicsinChineseLaw AN O'MELVENY & MYERS LLP RESEARCH REPORT. China's Regulation of "Round Trip Investments" * by Howard Chao and Kaichen Xu **

TopicsinChineseLaw AN O'MELVENY & MYERS LLP RESEARCH REPORT. China's Regulation of Round Trip Investments * by Howard Chao and Kaichen Xu ** TopicsinChineseLaw AN O'MELVENY & MYERS LLP RESEARCH REPORT January 2008 China's Regulation of "Round Trip Investments" * by Howard Chao and Kaichen Xu ** During the past couple of years, China has been

More information

Case No COMP/M.7478 - AVIVA/ FRIENDS LIFE/ TENET. REGULATION (EC) No 139/2004 MERGER PROCEDURE. Article 6(1)(b) NON-OPPOSITION Date: 13/03/2015

Case No COMP/M.7478 - AVIVA/ FRIENDS LIFE/ TENET. REGULATION (EC) No 139/2004 MERGER PROCEDURE. Article 6(1)(b) NON-OPPOSITION Date: 13/03/2015 EN Case No COMP/M.7478 - AVIVA/ FRIENDS LIFE/ TENET Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 13/03/2015 In electronic

More information

India's New Merger Control Regime: Final Regulations Published

India's New Merger Control Regime: Final Regulations Published May 2011 India's New Merger Control Regime: Final Regulations Published The Competition Commission of India ("CCI") has published finalised regulations (the "Regulations") governing the new merger regime

More information

Linarch. April 2011. Sample Report - Global Ethernet Exchange Services Market

Linarch. April 2011. Sample Report - Global Ethernet Exchange Services Market Linarch April 2011 Sample Report - Global Ethernet Exchange Services Market 2010-2014 Table of Contents 1. Introduction... 3 2. Market Size, Outlook and Segmentation... 4 3. Vendor Landscape... 8 3.1 Leading

More information

Registration Process for Security-Based Swap Entities

Registration Process for Security-Based Swap Entities Registration Process for Security-Based Swap Entities SEC Proposes Rules on Registration of Security-Based Swap Dealers and Major Security-Based Swap Participants SUMMARY On October 12, 2011, the SEC proposed

More information

pharmaceutical & biotechnology

pharmaceutical & biotechnology pharmaceutical & biotechnology Our specialist lawyers find practical solutions to legal problems and help pharma and biotech companies to operate and grow their businesses effectively and compliantly.

More information

MERGER NOTIFICATION AND PROCEDURES TEMPLATE THE NORWEGIAN COMPETITION AUTHORITY

MERGER NOTIFICATION AND PROCEDURES TEMPLATE THE NORWEGIAN COMPETITION AUTHORITY MERGER NOTIFICATION AND PROCEDURES TEMPLATE THE NORWEGIAN COMPETITION AUTHORITY April 2009 IMPORTANT NOTE: This template is intended to provide initial background on the jurisdiction s merger notification

More information

Your Team for China. Legal advice. Tax advice. Luther.

Your Team for China. Legal advice. Tax advice. Luther. Your Team for China Legal advice. Tax advice. Luther. Luther Law Offices Focusing on Asia Legal advice especially in Asia is more than explaining the legal system to you. We are here to do more. We make

More information

Estates and Personal Clients Group

Estates and Personal Clients Group Estates and Personal Clients Group Sullivan & Cromwell s Estates and Personal Clients Group Sullivan & Cromwell s Estates and Personal Group is one of the largest and most active groups of its kind. The

More information

A challenging market.

A challenging market. tax Our team of tax advisers are practical problem solvers who are experts in their field. We have the breadth of knowledge and experience to deal with all your tax issues. A challenging market. In recent

More information

Field Fisher Waterhouse

Field Fisher Waterhouse Field Fisher Waterhouse Field Fisher Waterhouse is more than just a full-service European law firm. It s our ability to embrace change and to navigate and capitalise on the changing market that makes us

More information