Jurisdictions:
Australia, Austria, Belgium, Bermuda, Brazil, Bulgaria, Canada, Channel Islands: Guernsey, Channel Islands: Jersey, Finland, France, Germany, Hong Kong, India, Italy, Japan, Luxembourg, Malaysia, Mauritius, Norway, Poland, Portugal, Russian Federation, Saudi Arabia, Singapore, South Africa, South Korea, Switzerland, Turkey, USA, United Arab Emirates, United Kingdom
This tool enables subscribers to search the Country Q&A in the PLC Cross-border Mergers and Acquisitions Handbook by question and jurisdiction. Simply select the questions and the jurisdictions that you are interested in and click the "submit" button.
Please note that the law stated dates for each jurisdiction covered may not be the same. To check the law stated dates for each jurisdiction, please visit the individual article.
M&A activity
1.
Please give a brief overview of the public M&A market in your jurisdiction. (Has it been active? What were the big deals over the past year? Please distinguish between trade buyers and private equity backed deals.)
2.
What are the main means of obtaining control of a public company? (For example, public offer, legal merger, scheme of arrangement and so on.)
Hostile bids
3.
Are hostile bids allowed? If so, are they common? If they are not common, why not?
Regulation and regulatory bodies
4.
How are public takeovers and mergers regulated and by whom?
5.
What due diligence enquiries does a bidder generally make before making a recommended bid and a hostile bid? What information is in the public domain?
Secrecy
6.
Are there any rules on maintaining secrecy until the bid is made?
Agreements with shareholders
7.
Is it common to obtain a memorandum of understanding or undertaking from key shareholders to sell their shares? If so, are there any disclosure requirements or other restrictions on the nature or terms of the agreement?
Stakebuilding
8.
If the bidder decides to build a stake in the target (either through a direct shareholding or by using derivatives), before announcing the bid, what disclosure requirements, restrictions or timetables apply? Are there circumstances in which shareholdings, or derivative holdings, of associates could be aggregated for these purposes?
Agreements in recommended bids
9.
If the board of the target company recommends a bid, is it common to have a formal agreement between the bidder and target? If so, what are the main issues that are likely to be covered in the agreement? To what extent can a target board agree not to solicit or recommend other offers?
Break fees
10.
Is it common on a recommended bid for the target or the bidder to agree a break fee if the bid is not successful? If so, please explain the circumstances in which the fee is likely to be payable and any restrictions on the size of the payment.
Committed funding
11.
Is committed funding required before announcing an offer?
12.
Please explain how (and when) the bid is made public (highlighting any relevant regulatory requirements) and set out brief details of the offer timetable. (Consider both recommended and hostile bids.) Is the timetable altered if there is a competing bid?
Offer conditions
13.
What conditions are usually attached to a takeover offer (in particular, is there a regulatory requirement that a certain percentage of the target's shares must be offered/bid)? Can an offer be made subject to the satisfaction of pre-conditions (and, if so, are there any restrictions on the content of these pre-conditions)?
Bid documents
14.
What documents do the target's shareholders receive on a recommended and hostile bid? (Please briefly describe their purpose and main terms, and which party has responsibility for each document.)
Employee consultation
15.
Are there any requirements for a target's board to inform or consult its employees about the offer?
Mandatory offers
16.
Is there a requirement to make a mandatory offer? If so, when does it arise?
17.
What form of consideration is commonly offered on a public takeover?
18.
Are there any regulations that provide for a minimum level of consideration? If so, please give details.
19.
Are there additional restrictions or requirements on the consideration that a foreign bidder can offer to shareholders? If so, please give details.
24.
Are any transfer duties payable on the sale of shares in a company that is incorporated and/or listed in your jurisdiction? Can payment of transfer duties be avoided?
25.
Are any other regulatory approvals required, such as merger control and banking? If so, what is the effect of obtaining these approvals on the public offer timetable (for example, do the approvals delay the bid process, at what point in the timetable are they sought and so on)?
26.
Are there restrictions on foreign ownership of shares (generally and/or in specific sectors)? If so, what approvals are required for foreign ownership and from whom are they obtained?
27.
Are there any restrictions on repatriation of profits or exchange control rules for foreign companies? If so, please give details.
28.
Following the announcement of the offer, are there any restrictions or disclosure requirements imposed on persons (whether or not parties to the bid or their associates) who deal in securities of the parties to the bid?
Products:
Mergers and Acquisitions , PLC Corporate Law, PLC Corporate and Securities, PLC Cross-border, PLC Finance, PLC Law Department, PLC US Law Department