Cross Border Acquisition Guide

Transcription

1 Cross Border Acquisition Guide

2 Contents Cross Border Acquisition Guide 3 Critical issues covered by the guide 6 Tailored Report 7 Comparative Table 8 Company Incorporation 9 Our Mergers and Acquisitions group 11 Global M&A Toolkit 12 Online Services - other products 13 Global M&A team 14 2

3 Cross Border Acquisition Guide The Cross Border Acquisition Guide is an online, dynamic and searchable resource which provides an invaluable overview of the specific issues faced by a participant in the fast paced world of cross-border M&A. It will enable your team to anticipate hurdles and aid your decision making process. The guide is accessible 24 hours a day and is set out in a clearly structured and readable format which will enable you to find the answer to your query quickly and easily. It is updated quarterly by our global M&A team and is supported by our dedicated Online Services team. The guide provides contact details which will direct you to the relevant members of our global M&A team if you are looking for more involved advice. There are various ways to use the guide, such as: n You can quickly produce a tailored report covering the key issues in the public and/or private sphere when planning an M&A transaction in your choice of up to 19 key jurisdictions n n You can effortlessly produce a summary comparative table containing very brief details of the M&A rules in relevant jurisdictions, which are hyperlinked to more detailed information You can instantly create a comprehensive guide to the M&A rules in a particular country For example, in a couple of clicks you can find answers to queries such as: n n n n n How many directors are required to incorporate a company in Japan, Poland or the Netherlands? Are Heads of Agreement binding in Thailand or Singapore? What are the mandatory takeover and squeeze out thresholds in France, Germany and England & Wales? Is Works Council consultation required in Belgium before you sign a deal? What are the restrictions and market practices on break fees in Hong Kong and Japan? 3

4 Cross Border Acquisition Guide Structuring and executing modern M&A transactions can be difficult and highly complex, especially multi-jurisdictional deals and public company acquisitions. s Cross Border Acquisition Guide helps potential acquirers, sellers, targets and their advisers to scope complex M&A transactions in both the public and private spheres and to analyse and optimise structures and ensure swift execution. This service provides a concise, tailored and practical overview of the legal issues faced, giving a higher chance of success. We currently cover 19 jurisdictions across the world with more being regularly added: 4

5 Jurisdictions covered: Australia Belgium Czech Republic France Germany Hong Kong Hungary Italy Japan Luxembourg The Netherlands Poland Russia Singapore Spain Thailand UK Ukraine USA Jurisdictions covered 5

6 Critical issues covered by the guide The guide categorises key information under the following headings: General n Background n Types of Deal n Forms of Entity n Management n Consents & Approvals n Financial Assistance n Tax Issues n Anti-trust Issues Public n Forms of Offers n Regulatory Framework n Main Offer Terms n Timing and Procedure n Documentation n Irrevocable Undertakings n Break Fees & Lock-Out n Information Gathering n Insider Trading n Disclosure Issues n Stakebuilding n Mandatory Offer n Defences n Directors obligations n Squeeze-out Private n Shares or Assets? n Regulatory Framework n Overview n Good Faith Obligation n Heads of Agreement n Legal Review Process n Documentation n Warranties & Indemnities n MBOs Company Incorporation n Type of Company n Shelf Company Procedure n Process and Documentation n Practical Implications n On-going Obligations 6

7 Tailored Report Using the guide, it is quick and easy to generate a tailored report focused on the jurisdictions and issues which are relevant to your transaction. Below is a sample tailored report which shows the key stakebuilding considerations for a public takeover in Belgium and Singapore. 7

8 Comparative Table You can create comparative summary tables to assess the differences between the M&A rules of various countries. Below is a sample comparative table showing a comparative analysis of public takeover requirements in Belgium, Czech Republic, England & Wales, Germany, Hong Kong and Russia. This may assist in assessing which transaction faces higher execution risk. 8

9 Company Incorporation You can factor in any timing and logistical issues when setting up a company by viewing our Company Incorporation Guide. Below is a sample comparative report which shows key facts to bear in mind when incorporating a company in Belgium, Czech Republic, England & Wales, France and Germany. 9

10 This market colossus is ranked highly across key jurisdictions in mainland Europe, the UK, Asia, Latin America and the Middle East. Its well-earned reputation for excellence comes from an ability to advise on the whole range of corporate and M&A-related matters, across industries and across borders - making it a favourite for multinationals. Sources say: The firm has the widest global reach on the market. Chambers Global 2011 Corporate/M&A Tier 1 10

11 Our Mergers and Acquisitions group Your team offers applied expertise - based on our involvement in headline transactions including acquisitions, takeover bids, hostile bid situations, mergers, demergers and reorganisations. Our substantial experience of working on M&A projects of all sizes enables us to make a valuable contribution right from the start. We deliver cross-border deal expertise through a dedicated network of more than 190 Corporate partners based across 23 countries and 33 offices*. We provide you with access to local teams of lawyers, working together with one aim in mind: to achieve your business objectives. We work in dedicated cross-functional client teams bringing a wide range of legal experience and industry knowledge to each deal. This integrated approach gives you access to complementary areas of law including Competition; Finance and Capital Markets; Tax; Employment and Litigation/Dispute Resolution. We work closely with your in-house team, keeping your commercial objectives at the forefront of our thinking, to minimise any impact on your day-to-day business. For advice on how we may help you, contact one of our M&A specialists. * has a co-operation agreement with Al-Jadaan & Partners Law Firm in Riyadh. 11

12 Online Services - Global M&A Toolkit The Global M&A Toolkit is the essential interactive resource for anyone involved in M&A transactions. It brings clarity to the increasingly complex world of cross-border M&A and provides practical information and solutions to meet the challenges you face as an M&A professional. The Global M&A Toolkit comprises a growing collection of web-based transaction tools and indepth analysis of the most important market and regulatory developments in M&A regimes across the globe. It features special access to Clifford Chance's leading cross-border M&A databases, informative videos, guides (including the Cross Border Acquisition Guide), handbooks and publications covering the key issues in Global M&A. 12

13 Online Services - other products Our other Online Services provide instant access to a variety of tailored know-how information and include: Our industry-focused Alerter - regular updates of key developments in the Finance, Communications and Media and Energy sectors. Webinars - we have recently introduced a series of live and interactive audio-visual broadcasts, which are essentially online seminars accessed through your web browser. The programme started in mid-2009 and has covered current developments and emerging trends in corporate finance transactions, such as structuring transactions in difficult economic times and developments in restructuring. We have received very positive feedback from a wide range of clients on both the content and format. As well as being broadcast live, the back catalogue is available on the website ( COMPLY - With regulators taking an increasingly tough stance against breaches of competition / antitrust and anti-corruption law, there is a need for a robust compliance training tool for your employees. COMPLY trains, tests and monitors your employees on all relevant aspects of competition / antitrust and / or anti-corruption law. Compliance officers can also monitor progress through the reporting tool which makes COMPLY both a cost and time effective service to deploy. Cross Border Financing Guide - gives you online access to the information that can make or break your financing deal. It offers a concise and practical overview of the key legal and market developments in the financial arena in jurisdictions around the world. This is used very widely by our banking clients and is hugely valued by those operating in the debt markets. To obtain access to any of these services please contact the Online Services Team. Contact details are provided at the back of this document. 13

14 Global M&A team Australia Michael Lishman T: E: Mark Pistilli T: E: Brazil Anthony Oldfield T: E: Belgium Philippe Hamer T: E: Tony Reeves T: E: China Emma Davies T: E: Terence Foo T: E: Kelly Gregory T: E: Stephen Harder T: E: Glen Ma T: E: Tim Wang T: E: Czech Republic Alex Cook T: E: David Kolacek T: E: France Catherine Astor-Veyres T: E: Thierry Schoen T: E: Germany Peter Dieners T: E: Andreas Dietzel T: E: Bernd Meyer-Witting T: E: Arndt Stengel T: E: Hong Kong Cherry Chan T: E: Roger Denny T: E: Mark Shipman T: E: Italy Umberto Penco Salvi T: E: Paolo Sersale T: E: Japan Tatsuhiko Kamiyama T: E: tatsuhiko Andrew Whan T: E: Luxembourg Claudie Grisius T: E: Christian Kremer T: E: Poland Nick Fletcher T: E: Agnieszka Janicka T: E: Qatar Richard Parris T: E: Romania Nadia Badea T: E: Perry Zizzi T: E: 14

15 Russia Marc Bartholomy T: E: Nicholas Rees T: E: Singapore Simon Clinton T: E: Lee Taylor T: E: Spain José María Fernández-Daza T: E: Ignacio Ojanguren T: E: Thailand Andrew Matthews T: E: The Netherlands Jeroen Koster T: E: Turkey Simon Williams T: E: UAE Guy Norman T: E: Ukraine Jared Grubb T: E: United Kingdom Matthew Layton T: E: Simon Tinkler T: E: United States Sarah Jones T: E: Online Services Team Find out how the Cross Border Acquisition Guide can benefit your company. To get access, for subscription details or a product demonstration, please contact the Online Services team. Online Services helpdesk T: E: [email protected] 15

16 33* offices in 23 countries Abu Dhabi 13th and 14th Floors Al Niyadi Building Airport Road Sector W-14/02 PO Box Abu Dhabi United Arab Emirates T F Amsterdam Droogbak 1A 1013 GE Amsterdam PO Box AG Amsterdam The Netherlands T F Bangkok Sindhorn Building Tower 3 21st Floor Wireless Road Pathumwan Bangkok Thailand T F Barcelona Av. Diagonal Barcelona Spain T F Beijing 33/F China World Office Building 1 No. 1 Jinguomenwai Dajie Chaoyang District Beijing People s Republic of China T F Brussels Avenue Louise 65 Box 2, 1050 Brussels Belgium T F Bucharest Badea Excelsior Center Academiei Street 12th Floor, Sector 1, Bucharest, Romania T F Doha Middle East LLP QFC Branch, Suite B, 30th Floor, Tornado Tower Al Funduq Street West Bay PO Box Doha State of Qatar T F Dubai 3rd Floor, The Exchange Building Dubai International Financial Centre PO Box 9380 Dubai United Arab Emirates T F Düsseldorf Königsallee Düsseldorf Germany T F Frankfurt Mainzer Landstraße Frankfurt am Main Germany T F Hong Kong 28th Floor Jardine House One Connaught Place Hong Kong T F Istanbul Kanyon Ofis Binasi Kat. 10 Büyükdere Cad. No Levent, Istanbul Turkey T F Kyiv 75 Zhylyanska Street Kyiv, Ukraine T +38 (044) F +38 (044) London 10 Upper Bank Street London E14 5JJ United Kingdom T F Luxembourg Kremer Associés & 2-4, Place de Paris B.P L-1011 Luxembourg Grand-Duché de Luxembourg T F Madrid Paseo de la Castellana Madrid Spain T F Milan Piazzetta M. Bossi, Milan Italy T F Moscow Ul. Gasheka Moscow Russia T F Munich Theresienstraße Munich Germany T F New York 31 West 52nd Street New York NY USA T F Paris 9 Place Vendôme CS Paris Cedex 01 France T F Perth Level 12, London House 216 St Georges Terrace Perth WA 6000 Australia T F Prague Jungamannova Plaza Jungamannova Prague 1 Czech Republic T F *Riyadh Al-Jadaan & Partners Law Firm P.O.Box 3515, Riyadh Fifth Floor, North Tower Al-Umam Commercial Centre Salah-AlDin Al-Ayyubi Street Al-Malaz, Riyadh Kingdom of Saudi Arabia T F Rome Via Di Villa Sacchetti, Rome Italy T F São Paulo Rua Funchal º- andar São Paulo-SP Brazil T F Shanghai 40th Floor, Bund Centre 222 Yan An East Road Shanghai China T F Singapore One George Street 19th Floor Singapore T F Sydney Level 16 No. 1 O'Connell Street Sydney NSW 2000 Australia T F Tokyo Akasaka Tameike Tower 7th Floor , Akasaka Minato-ku Tokyo Japan T F Warsaw Norway House ul.lwowska Warsaw Poland T F Washington, D.C K Street NW Washington, DC USA T F LLP, October Upper Bank Street, London, E14 5JJ LLP is a limited liability partnership registered in England & Wales under number OC Registered office: 10 Upper Bank Street, London, E14 5JJ. We use the word 'partner' to refer to a member of LLP, or an employee or consultant with equivalent standing and qualifications. Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh* (co-operation agreement) Rome São Paulo Shanghai Singapore Sydney Tokyo Warsaw Washington, D.C. * has a co-operation agreement with Al-Jadaan & Partners Law Firm in Riyadh