Mergers & Acquisitions Review

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Mergers &AcquisitionsReviewTwelfth EditionEditorMark Zerdinlawreviews 2018 Law Business Research Ltd

Mergers &AcquisitionsReviewTwelfth EditionReproduced with permission from Law Business Research LtdThis article was first published in August 2018For further information please contact Nick.Barette@thelawreviews.co.ukEditorMark Zerdinlawreviews 2018 Law Business Research Ltd

PUBLISHERTom BarnesSENIOR BUSINESS DEVELOPMENT MANAGERNick BaretteBUSINESS DEVELOPMENT MANAGERSThomas Lee, Joel WoodsSENIOR ACCOUNT MANAGERPere AspinallACCOUNT MANAGERSSophie Emberson, Jack BagnallPRODUCT MARKETING EXECUTIVERebecca MogridgeRESEARCHERKeavy Hunnigal-GawEDITORIAL COORDINATORGavin JordanHEAD OF PRODUCTIONAdam MyersPRODUCTION EDITORCaroline FewkesSUBEDITORJanina GodowskaCHIEF EXECUTIVE OFFICERPaul HowarthPublished in the United Kingdomby Law Business Research Ltd, London87 Lancaster Road, London, W11 1QQ, UK 2018 Law Business Research Ltdwww.TheLawReviews.co.ukNo photocopying: copyright licences do not apply.The information provided in this publication is general and may not apply in a specific situation, nordoes it necessarily represent the views of authors’ firms or their clients. Legal advice should alwaysbe sought before taking any legal action based on the information provided. The publishers acceptno responsibility for any acts or omissions contained herein. Although the information provided isaccurate as of July 2018, be advised that this is a developing area.Enquiries concerning reproduction should be sent to Law Business Research, at the address above.Enquiries concerning editorial content should be directedto the Publisher – tom.barnes@lbresearch.comISBN 978-1-912228-45-4Printed in Great Britain byEncompass Print Solutions, DerbyshireTel: 0844 2480 112 2018 Law Business Research Ltd

lawreviewsTHE ACQUISITION AND LEVERAGED FINANCE REVIEWTHE ANTI-BRIBERY AND ANTI-CORRUPTION REVIEWTHE ASSET MANAGEMENT REVIEWTHE ASSET TRACING AND RECOVERY REVIEWTHE AVIATION LAW REVIEWTHE BANKING LITIGATION LAW REVIEWTHE BANKING REGULATION REVIEWTHE CARTELS AND LENIENCY REVIEWTHE CLASS ACTIONS LAW REVIEWTHE CONSUMER FINANCE LAW REVIEWTHE CORPORATE GOVERNANCE REVIEWTHE CORPORATE IMMIGRATION REVIEWTHE DISPUTE RESOLUTION REVIEWTHE DOMINANCE AND MONOPOLIES REVIEWTHE EMPLOYMENT LAW REVIEWTHE ENERGY REGULATION AND MARKETS REVIEWTHE ENVIRONMENT AND CLIMATE CHANGE LAW REVIEWTHE EXECUTIVE REMUNERATION REVIEWTHE FINANCIAL TECHNOLOGY LAW REVIEWTHE FOREIGN INVESTMENT REGULATION REVIEWTHE FRANCHISE LAW REVIEWTHE GAMBLING LAW REVIEWTHE GOVERNMENT PROCUREMENT REVIEWTHE HEALTHCARE LAW REVIEWTHE INITIAL PUBLIC OFFERINGS LAW REVIEWTHE INSOLVENCY REVIEWTHE INSURANCE AND REINSURANCE LAW REVIEWTHE INTELLECTUAL PROPERTY AND ANTITRUST REVIEWTHE INTELLECTUAL PROPERTY REVIEWTHE INTERNATIONAL ARBITRATION REVIEWTHE INTERNATIONAL CAPITAL MARKETS REVIEWTHE INTERNATIONAL INVESTIGATIONS REVIEW 2018 Law Business Research Ltd

THE INTERNATIONAL TRADE LAW REVIEWTHE INVESTMENT TREATY ARBITRATION REVIEWTHE INWARD INVESTMENT AND INTERNATIONAL TAXATION REVIEWTHE ISLAMIC FINANCE AND MARKETS LAW REVIEWTHE LABOUR AND EMPLOYMENT DISPUTES REVIEWTHE LENDING AND SECURED FINANCE REVIEWTHE LIFE SCIENCES LAW REVIEWTHE MERGER CONTROL REVIEWTHE MERGERS AND ACQUISITIONS REVIEWTHE MINING LAW REVIEWTHE OIL AND GAS LAW REVIEWTHE PATENT LITIGATION LAW REVIEWTHE PRIVACY, DATA PROTECTION AND CYBERSECURITY LAW REVIEWTHE PRIVATE COMPETITION ENFORCEMENT REVIEWTHE PRIVATE EQUITY REVIEWTHE PRIVATE WEALTH AND PRIVATE CLIENT REVIEWTHE PRODUCT REGULATION AND LIABILITY REVIEWTHE PROFESSIONAL NEGLIGENCE LAW REVIEWTHE PROJECTS AND CONSTRUCTION REVIEWTHE PUBLIC COMPETITION ENFORCEMENT REVIEWTHE PUBLIC–PRIVATE PARTNERSHIP LAW REVIEWTHE REAL ESTATE LAW REVIEWTHE REAL ESTATE M&A AND PRIVATE EQUITY REVIEWTHE RENEWABLE ENERGY LAW REVIEWTHE RESTRUCTURING REVIEWTHE SECURITIES LITIGATION REVIEWTHE SHAREHOLDER RIGHTS AND ACTIVISM REVIEWTHE SHIPPING LAW REVIEWTHE SPORTS LAW REVIEWTHE TAX DISPUTES AND LITIGATION REVIEWTHE TECHNOLOGY, MEDIA AND TELECOMMUNICATIONS REVIEWTHE THIRD PARTY LITIGATION FUNDING LAW REVIEWTHE TRADEMARKS LAW REVIEWTHE TRANSFER PRICING LAW REVIEWTHE TRANSPORT FINANCE LAW REVIEW 2018 Law Business Research Ltd

ACKNOWLEDGEMENTSThe publisher acknowledges and thanks the following law firms for their learned assistancethroughout the preparation of this book:AABØ-EVENSEN & CO ADVOKATFIRMAÁELEXAFRIDI & ANGELLAGUILAR CASTILLO LOVEAL TAMIMI & COALLEN & GLEDHILL LLPANDERSON MŌRI & TOMOTSUNEARIAS, FÁBREGA & FÁBREGAASHURST LLPBAE, KIM & LEE LLCBAKER MCKENZIEBHARUCHA & PARTNERSBREDIN PRATCLEARY GOTTLIEB STEEN & HAMILTON LLPCMSCORONEL & PÉREZCRAVATH, SWAINE & MOORE LLPCREEL, GARCÍA-CUÉLLAR, AIZA Y ENRÍQUEZ, SCDeHENG LAW OFFICESDITTMAR & INDRENIUSDRYLLERAKIS & ASSOCIATESDUANE MORRIS & SELVAM LLPi 2018 Law Business Research Ltd

AcknowledgementsELVINGER HOSS PRUSSENHENGELER MUELLERHEUKING KÜHN LÜER WOJTEKKENNEDY VAN DER LAANLEGAL ATTORNEYS & COUNSELORSMAKES & PARTNERS LAW FIRMMAPLES AND CALDERMARTÍNEZ DE HOZ & RUEDAMATTOS FILHO, VEIGA FILHO, MARREY JR E QUIROGA ADVOGADOSNIEDERER KRAFT FREY LTDNISHIMURA & ASAHIOPPENHEIM LAW FIRMOSLER, HOSKIN & HARCOURT LLPRUSSIN, VECCHI & HEREDIA BONETTIS HOROWITZ & COSANTA MARIA LAW FIRMSCHINDLER RECHTSANWÄLTE GmbHSLAUGHTER AND MAYTORRES, PLAZ & ARAUJOURÍA MENÉNDEZWH PARTNERSWALKERSWHITE & CASE LLPii 2018 Law Business Research Ltd

CONTENTSPREFACE viiMark ZerdinChapter 1EU OVERVIEW 1Mark ZerdinChapter 2EUROPEAN PRIVATE EQUITY 11Benedikt von Schorlemer and Jan van KisfeldChapter 3M&A LITIGATION 19Roger A Cooper, Meredith Kotler and Vanessa C RichardsonChapter 4PRIVATE EQUITY: AN OFFSHORE PERSPECTIVE 26Rolf LindsayChapter 5ARGENTINA 30Fernando S ZoppiChapter 6AUSTRIA 38Clemens Philipp SchindlerChapter 7BRAZIL 51Adriano Castello Branco and João Marcelino Cavalcanti JúniorChapter 8BRITISH VIRGIN ISLANDS 60Richard May and Richard SpoonerChapter 9CANADA 70Robert Yalden, Emmanuel Pressman and Jeremy FraibergChapter 10CAYMAN ISLANDS 84Suzanne Correy and Daniel Leeiii 2018 Law Business Research Ltd

ContentsChapter 11CHINA 93Wei (David) Chen, Yuan Wang and Kai XueChapter 12COLOMBIA 104Juan Manuel del la Rosa, Alexandra Montealegre and Lina TéllezChapter 13COSTA RICA 115John Aguilar Quesada and Marco SolanoChapter 14DOMINICAN REPUBLIC 121Georges Santoni Recio, Mónica Villafaña Aquino and Laura Fernández-Peix PérezChapter 15ECUADOR 130Fabricio Dávila LazoChapter 16EGYPT 138Mohamed Gabr, Ingy Darwish and Engy ElKadyChapter 17FINLAND 148Jan Ollila, Wilhelm Eklund and Jasper KuhlefeltChapter 18FRANCE 160Didier MartinChapter 19GERMANY 180Heinrich KnepperChapter 20GREECE 197Cleomenis G Yannikas, Sophia K Grigoriadou and Vassilis S ConstantinidisChapter 21HONG KONG 208Jason WebberChapter 22HUNGARY 218József Bulcsú Fenyvesi and Mihály BarczaChapter 23ICELAND 228Hans Henning HoffChapter 24INDIA 235Justin Bharuchaiv 2018 Law Business Research Ltd

ContentsChapter 25INDONESIA 251Yozua MakesChapter 26ISRAEL 261Clifford Davis and Keith ShawChapter 27ITALY 269Mario Santa Maria and Carlo ScaglioniChapter 28JAPAN 281Hiroki Kodate and Yuri TotsukaChapter 29KOREA 290Ho Kyung Chang, Alan Peum Joo Lee and Robert DooleyChapter 30LUXEMBOURG 301Philippe Hoss and Thierry KauffmanChapter 31MALTA 314James Scicluna, Ramona Azzopardi and Rachel Vella BaldacchinoChapter 32MEXICO 327Eduardo González, Jorge Montaño and Humberto BottiChapter 33MYANMAR 335Krishna Ramachandra, Rory Lang and Bei WangChapter 34NETHERLANDS 351Meltem Koning-Gungormez and Hanne van ‘t KloosterChapter 35NIGERIA 361Lawrence Fubara Anga and Maranatha AbrahamChapter 36NORWAY 365Ole K Aabø-EvensenChapter 37PANAMA 395Andrés N RubinoffChapter 38PORTUGAL 403Francisco Brito e Abreu and Joana Torres Ereiov 2018 Law Business Research Ltd

ContentsChapter 39QATAR 415Michiel Visser and Charbel Abou CharafChapter 40ROMANIA 427Horea Popescu and Claudia NagyChapter 41SINGAPORE 438Lim Mei and Lee Kee YengChapter 42SPAIN 445Christian Hoedl and Miguel Bolívar TejedoChapter 43SWITZERLAND 458Manuel Werder, Till Spillmann, Thomas Brönnimann, Philippe Weber, Ulysses von Salis,Nicolas Birkhäuser, Elga Reana TozziChapter 44TURKEY 467Emre Akın SaitChapter 45UKRAINE 475Viacheslav Yakymchuk and Olha DemianiukChapter 46UNITED ARAB EMIRATES 490James Bowden, Danielle Lobo and Abdus SamadChapter 47UNITED KINGDOM 499Mark ZerdinChapter 48UNITED STATES 520Richard Hall and Mark GreeneChapter 49VENEZUELA 558Guillermo de la Rosa Stolk, Juan Domingo Alfonzo Paradisi, Valmy Diaz Ibarra andDomingo Piscitelli NevolaChapter 50VIETNAM 570Hikaru Oguchi, Taro Hirosawa and Ha Hoang LocAppendix 1ABOUT THE AUTHORS 583Appendix 2CONTRIBUTING LAW FIRMS’ CONTACT DETAILS 615vi 2018 Law Business Research Ltd

PREFACEDespite a slight decrease in overall activity compared with 2016, 2017 was a strong yearfor global M&A activity as, for the fourth consecutive year, global deal-making activityexceeded US 3 trillion with announced transaction volumes reaching US 3.7 trillion.Even though 2017 did not replicate the record-breaking number of mega-deals in 2015 northe high volume seen in 2016, market participants in a number of sectors took advantageof continued access to cheap capital globally to engage in M&A activity.The United States remained the most active region, although aggregate deal valuedecreased by 16 per cent year on year. However, deal volume surged with a record12,400 individual deals, largely due to an increase in transactions with a value of lessthan US 1 billion. The relative decline in mega-deals in 2017 is largely attributable tocontinued regulatory uncertainty, particularly in the United States, where PresidentDonald Trump’s electoral rhetoric on antitrust has led to an increase in scrutiny for M&Adeals. In Europe, however, continuing uncertainty arising out of the stuttering progressin the Brexit negotiations and a number of significant elections within the EuropeanUnion did little to halt the momentum of the M&A market as aggregate deal value inEurope increased by 12.1 per cent in 2017 to reach a post-financial crisis high of morethan 830 billion. Notably, the industrials and chemicals M&A sector flourished, withrecord high aggregate deal value and deal volume. Chinese outbound M&A was limitedduring 2017 by both a new capital-controls regime and increased scrutiny from the US andEuropean governments.On the back of tax reform in the United States and encouraging economic growthin Europe, the first quarter of 2018 has displayed record-breaking deal-making activity.However, global political uncertainty presents a threat to global M&A in 2018. Althoughthere were positive signs from the European M&A market in 2017 and Europe registeredthe largest year-on-year increase in deal volume in the first quarter of 2018, the rise ofanti-EU populist parties threatens to derail the buoyant global M&A market. Notably,the election of an anti-EU populist government in Italy, formed from a coalition of theFive Star Movement and the League, threatens to unnerve foreign investors and increaseuncertainty about the integrity of the eurozone.In addition, President Trump’s imposition of tariffs and protectionist instincts haveraised concerns about the possibility of a global trade war. It is hoped that a resolutionto Brexit-related uncertainty and a settling of trade worries will foster an environment inwhich markets can thrive. All that being said, markets have shown during the past two yearsthat despite an ever-evolving geopolitical landscape, there are numerous opportunities forthose market participants who are keen to pursue them.vii 2018 Law Business Research Ltd

PrefaceI would like to thank the contributors for their support in producing the 12th editionof The Mergers & Acquisitions Review. I hope the commentary in the following 50 chapterswill provide a richer understanding of the shape of the global markets, and the challenges andopportunities facing market participants.Mark ZerdinSlaughter and May, LondonJuly 2018viii 2018 Law Business Research Ltd

Chapter 8BRITISH VIRGIN ISLANDSRichard May and Richard Spooner 1IOVERVIEW OF M&A ACTIVITYThe British Virgin Islands (BVI) has for many years been at the forefront of internationalcorporate structuring for cross-border transactions. The BVI is the world’s largest offshoredomicile for companies. There are just under 400,000 currently active BVI businesscompanies, of which approximately two-fifths originate from Asia (whereas clients inG7 countries account for less than one-fifth) and the assets held by these companies have anestimated worldwide value of US 1.5 trillion.2 Approximately 32,500 new BVI companieswere incorporated during 2017.3 This represented an increase over the number for 2016(approximately 31,800), a result that was especially heartening considering the widespreaddestruction caused by record Category 5 Hurricane Irma, which struck the BVI on6 September 2017 and was followed by Hurricane Maria just over a week later. The hurricanesknocked out 80 per cent of homes and businesses and caused losses of 3.6 billion to theIslands’ gross domestic product. The fact that new company incorporations continued apacein the months immediately after the hurricanes (indeed, company incorporations in Q4 2017increased by 12 per cent quarter-on-quarter during Q3 (8,538 compared with 7,639) andwere up nearly 10 per cent on Q4 2016 (8,538 compared with 7,780)) demonstrated thejurisdiction’s ability to overcome adversity and return to business as usual.The BVI remains an attractive jurisdiction for incorporating vehicles to pool capitaland to invest in a globally diverse range of markets. According to the United Nations, theBVI was the ninth-largest recipient of foreign direct investment and the seventh-largestsource of outward flows in 2015, which emphasises the important role of BVI companies ininternational inv

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