Key Deal Lawyer Issues in Outbound M&A — Brazil, Canada, China, and the E.U.

Synopsis

There are many issues facing a U.S. corporation merging with or acquiring a company in the U.K., Canada, Brazil or China. The speakers cover the agencies, laws and political restrictions encountered in each country, focusing on actual M&A transactions. Topics include financial requirements, competing offers, restricted and prohibited industries and disclosure requirements. Additional topics include shareholders and employees' rights, poison pills, treaties and taxation.


Outline

I. Key Deal Lawyer Issues in Outbound Mergers and Acquisitions; Brazil, Canada, China, and the E.U.
A. United Kingdom and Europe 
    1. Introductions and U.K Mergers 
    2. U.K and European Government Intervention 
    3. How U.K Rules Differ from U.S. 
    4. Recent Changes to U.K. Takeover Code 
    5. U.K Rules of Employee Interest 
    6. U.K Scheme of Arrangement vs. Tender Offers
B. Canada 
    1. Overview of Canadian M&A Rules 
    2. Acquiring Control of a Canadian Company 
    3. Effect of Investment Canada Legislation 
    4. Canadian Competition Bureau and the U.S. Tax Treaty
C. Brazil 
    1. Brazilian Labor and Investment Rules 
    2. Takeovers Through Brazilian Capital Markets 
    3. Brazilian Regulatory Approval 
    4. Brazilian Tax Consequences of M&A
D. China 
    1. Overview of Chinese M&A 
    2. Chinese Foreign Ownership Restrictions 
    3. Evolution of M&A in China 
    4. Chinese Variable Interest Entities



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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.





Speakers / Authors:

Photo of Paul P. Chen

Paul P. Chen
Dewey & LeBoeuf LLP

Paul Chen is a partner in the Mergers and Acquisitions Practice Group and Asia Practice Group at Dewey & LeBoeuf LLP. He represents strategic and private equity buyers and sellers in mergers, acquisitions and divestitures with a particular focus on cross-border transactions. Mr. Chen has worked on engagements in a broad range of industries including technology, e-commerce, aerospace, energy and insurance. He has managed the firm's Hong Kong office for several years, speaks Mandarin Chinese and is a frequent author and speaker on Asia M&A related issues.

Prior to joining Dewey & LeBoeuf LLP, Mr. Chen was a management consultant at McKinsey & Company and was head of strategy and business development at an Asia technology company.

Mr. Chen advised China Aviation Industry General Aircraft in its acquisition of U.S. aircraft manufacturer, Cirrus Aircraft. He worked with Fosun International, the largest private conglomerate in China, on its proposed multi-billion dollar investment in AIA in Hong Kong and several proposed transactions in Europe. He has authored or co-authored several articles on opportunities and challenges for insurance companies doing business in Asia, as well as covering SEC rule changes affecting Foreign Private Issuers.

Mr. Chen is admitted to practice in New York and California. He received his J.D. from New York University School of Law in 1997, and graduated cum laude from Williams College, with a B.A., in 1992.

Photo of David A. Jackson

David A. Jackson
Blake, Cassels & Graydon LLP

David Jackson was Chairman of Blake, Cassels & Graydon LLP from 1995 to 2001, and is Senior Counsel in the Securities Group. David practices in the area of securities law, advising public corporations and investment dealers in public and private financings, take-over bids, issuer bids, merger, acquisition and disposition transactions, and corporate governance.

Mr. Jackson has advised on numerous major Canadian and international transactions. He was actively involved in the preparation and review of the draft bills leading up to the current Ontario Securities Act. He participated in the review of the take-over bid provisions of the Ontario Securities Act, and provided recommendations to the Ontario Securities Commission that led to the current, uniform, Canadian take-over bid code.

Mr. Jackson is included in Law Business Research's The International Who's Who of Business Lawyers 2011 in capital markets and in Who's Who Legal: Canada 2011 in the areas of capital markets, corporate governance and M&A. He is listed in The 2012 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada in the areas of corporate commercial law and mergers and acquisitions, as well as their publication Leading US/Canada Cross-Border Corporate Lawyers in Canada. He is ranked as a "highly recommended" individual by PLC Which Lawyer? Yearbook 2009 and ranked in corporate and M&A by Chambers Global: The World's Leading Lawyers for Business 2011. He also has been ranked in The Canadian Legal Lexpert Directory 2011 as "Most Frequently Recommended" in M&A and as "Consistently Recommended" in corporate finance and securities. Most recently, David was voted by peers as one of the leading lawyers in M&A and Securities Law in The Best Lawyers in Canada 2011.

Mr. Jackson is admitted to practice in Ontario. He received his LL.B. degree from Osgoode Hall Law School in 1972 and his B.Comm. from the University of Windsor in 1969.

Photo of Frances Murphy

Frances Murphy
Slaughter & May

Frances Murphy is a partner at Slaughter & May in London and heads the firm’s corporate practice. She specializes in acting for corporate clients and investment banks, on corporate finance, and mergers and acquisitions transactions, both in England and overseas. She also advises corporate clients generally on day-to-day corporate matters. She has wide experience of mergers and takeovers, private acquisitions and disposals, joint ventures, restructurings, demergers, and of equity and debt financing structures. Ms. Murphy also has significant experience of the demutualization of building societies.

Ms. Murphy is listed as a leading individual in the Mergers and Acquisitions section of the Legal 500, 2009 and in the Corporate/M&A: High-end Capability in Chambers UK, 2010.

Ms. Murphy received her LL.B. from The University of Sheffield.

Photo of Jose S. Saiani

Jose S. Saiani
Machado, Meyer, Sendacz e Opice Advogados, MMSO

Jose S. Saiani is a partner in the Infrastucture and Project Finance departments of Machado, Meyer, Sendacz e Advogados, MMSO, based at the firm’s São Paulo, Brazil headquarters. He is an experienced campaigner, acclaimed for his extraordinary depth of knowledge of local law and procedures. He counseled Eurofarma Laboratórios as it acquired the entire share capital of Segmenta Farmacêutica

Machado, Meyer, Sendacz e Opice Advogados was established in 1972 and currently has approximately 320 lawyers, including 50 partners. With headquarters in São Paulo and offices in Brasília, Rio de Janeiro, Porto Alegre, Salvador, Belo Horizonte and New York, Machado Meyer is one of the most renowned law firms in Brazil. Today, it participates actively in the consolidation of the country’s capital markets, in the internationalization processes of Brazilian companies, in the mergers and acquisitions that have taken place in Brazil and in large infrastructure projects.

Admitted to the Brazilian Bar Association in 1993, Mr. Saiani is a member of the São Paulo Lawyers Association and the International Bar Association. He received his Masters in Comparative Civil Law in 2003 and his LL.B. in 1992; both from Faculdade de Direito da Pontifícia Universidade Católica de São Paulo. He received a B.A. from Escola Americana e Colégio Mackenzie, São Paulo, Brazil in 1985.

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Details

Course Code : 776412

Release Date: 5/4/2012 12:00:00 AM
Recorded Date: 10/13/2011
Length: 1hr 27min
Format Type: Video

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