Cross-Border Mergers and Acquisitions and Financing, 2nd Edition

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Cross-Border Mergers and Acquisitions and Financing, 2nd Edition

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A practical international guide to cross-border M&A transactions

This book provides a practical update on the key issues and factors affecting the successful deal-making and execution of a cross-border M&A transaction, covering Hong Kong, Mainland China (driven by the influence of its Belt and Road initiative), and the regulations on foreign investments in the United Kingdom, the United States, France, Belgium and the United Arab Emirates.

In the recent years, the world has witnessed a series of impressive, albeit disruptive, developments in the cross border eco-political, technological, commercial and regulatory landscapes, which impact heavily on how international businesses formulate and execute their growth strategies. As the global economies continue to integrate, increasingly driven by the influence of China’s Belt and Road initiative, it is time to re-examine the legal and commercial factors affecting global investments and cross-border mergers and acquisitions.

This book provides a comprehensive overview and practical guidance for business executives and legal practitioners in global business projects, with a review of legal developments in Hong Kong and Mainland China as well as certain representative Western and Middle East countries such as the United States, the United Kingdom, France, Belgium and United Arabs Emirates and the restrictions and regulations on foreign investments in those countries.

Readers will benefit from the model documents, practical examples and explanatory notes which exemplify the steps, procedures, documentation and issues involved in cross-border M&A transactions.

What's new in this edition
This new edition (previously titled Private Mergers and Acquisitions in Hong Kong) has expanded to new areas such as intra-group reorganization and bank financing (including Islamic Finance). It draws readers’ attention to issues with multi-jurisdictional implications such as a CFIUS review and considerations of foreign exchange control, state secrets and domestic and foreign securities regulations, among others.
Part 1 Cross-border Investment into Selected International Jurisdictions
Ch 1 Cross-border Investment into China
Ch 2 China Outbound Investment Regulations
Ch 3 Cross-border Investment into the US
Ch 4 The Committee on Foreign Investment in the United States (CFIUS)
Ch 5 Cross-border Investment into the UK
Ch 6 Cross-border Investment into France
Ch 7 Cross-border Investment into Belgium
Ch 8 Cross-border Investment into UAE
Ch 9 Islamic Finance

Part 2 Cross-border Investment into Hong Kong
Ch 10 Share Purchase Overview
Ch 11 Heads of Terms
Ch 12 Exclusivity
Ch 13 Confidentiality
Ch 14 Break Fees
Ch 15 Due Diligence
Ch 16 Sale of a Company by Auction
Ch 17 Setting up a Data Room
Ch 18 Disclosure
Ch 19 Share Purchase Agreement
Ch 20 Consideration
Ch 21 Warranties and Indemnities
Ch 22 Transfer of Shares
Ch 23 Refusal to Register a Transfer pf Shares
Ch 24 Listed and Public Company Issues
Ch 25 Financial Assistance
Ch 26 Competition Law Issues
Ch 27 Environmental Law Aspects
Ch 28 Stamp Duty Issues
Ch 29 Public M&A in HK
Ch 30 IP Issues
Ch 31 Asset Purchase Overview
Ch 32 Intra-group reorganization in HK

Appendices
App1 Financial Assistance Checklist
App2 Transfer Flow Chart
App3 Sample Due Diligence Questionnaire
Simon Luk is a partner in Winston & Strawn's Hong Kong office and is chairman of Winston & Strawn's Asia practice. His practice focuses on international corporate securities. Simon has from 2006 through 2011 been recognised as a leading lawyer for private equity, and has also been named the leading lawyer in the field of Asian capital market lawyers. A frequent speaker and writer on the topic of private equity, Simon Luk is well-placed to authoritatively lay out the foundations of Private Equity practice in Hong Kong and China.

Winston & Strawn is an international law firm with more than 900 attorneys spread over 17 offices in Beijing, Brussels, Charlotte, Chicago, Geneva, Hong Kong, Houston, London, Los Angeles, Moscow, New York, Newark, Paris, San Francisco, Shanghai, Silicon Valley, and Washington, DC. Their Taipei office is expected to open in early 2014. Throughout its 160-year history, Winston & Strawn has handled many significant and high-profile matters for its clients.