Mergers & Acquisitions

International Business Acquisitions: Major Legal Issues and Due Diligence, 4th Edition

Edited by Michael Whalley · Ralf Kurney
Kluwer Law International November 2014

Specifications

ISBN-13
9789041156600
Publisher
Kluwer Law International
Publication
November 2014
Format
Hardback , 730 pages
Jurisdiction
Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China, Costa Rica, Denmark, European Union, Finland, France, Germany, Hong Kong, India, Indonesia, International, Ireland, Israel, Italy, Japan, Luxembourg, Malaysia, Mexico, Netherlands, Norway, Peru, Philippines, Poland, Portugal, Russia, Scotland, Singapore, South Africa, South Korea, Spain, Switzerland, Taiwan, Thailand, Turkey, U.K., U.S. ? Countri(es) for reference only

Details

International Business Acquisitions has proven its great value, over the eighteen years since the first edition, as a clear guide to the major legal issues and to the all-important process of informed due diligence in each jurisdiction. The Fourth Edition retains the book’s invaluable country-by-country presentation, with each country contribution in a common format to make comparison as straightforward as possible. And, as in previous editions, the subject of due diligence is treated in a separate chapter, with individual country annotations.

In addition to updating and substantial expansion of content, notable features of the Fourth Edition include the following:

  • new contributions from Chile, Costa Rica, Indonesia, Poland, Russia, Thailand and Turkey, making a total of 40 jurisdictions;
  • the continuing impact of European Union regulations and directives on corporate transactions and the increasing impact of bilateral trade and investment treaties;
  • a new emphasis in due diligence enquiries on privacy, anti-money-laundering and bribery (corrupt practices) compliance and the ownership and use of domain names and social media links; and
  • the continuing increase in the sophistication and even harmonisation of competition (antitrust) laws.

International Business Acquisitions is the result of a co-operative effort by member firms of the World Law Group, an alliance of 50 + leading independent firms with more than 15,000 lawyers working in 65 countries and in more than 300 international business centres. As an easily-accessed desk reference for lawyers, business executives and others concerned with the acquisition of the securities or business assets of a company located outside their own national jurisdiction, International Business Acquisitions, Fourth Edition, has no peers. It is also directly relevant to those representing the sellers in such transactions, as they must anticipate and prepare for the foreign buyer’s requirements and concerns.

Table of Contents

Foreword

Preface to the First Edition

Preface to the Third Edition

List of Contributors

Chapter 1. International Acquisitions

  1. Major Legal Issues
  2. Due Diligence
  3. Terminology

Chapter 2. Major Legal Issues

  1. Argentina
  2. Australia
  3. Austria
  4. Belgium
  5. Brazil
  6. Canada
  7. China
  8. Denmark
  9. England and Wales
  10. Finland
  11. France
  12. Germany
  13. Hong Kong
  14. India
  15. Ireland
  16. Israel
  17. Italy
  18. Japan
  19. South Korea
  20. Luxembourg
  21. Malaysia
  22. Mexico
  23. The Netherlands
  24. Norway
  25. Peru
  26. The Philippines
  27. Portugal
  28. Scotland
  29. Singapore
  30. South Africa
  31. Spain
  32. Sweden
  33. Switzerland
  34. Taiwan
  35. United States of America
  36. European Union-Societas Europaea
  37. European Union-EU Merger Control

Chapter 3. Due Diligence Due Diligence Checklist

  1. Warranties and Indemnities versus Due Diligence
  2. The Risks of Due Diligence
  3. Protection for the Seller and the Buyer
  4. The Risks of Failing to Make Proper Enquiry
  5. The Checklist
  6. Shares versus Assets
  7. Prospectus Due Diligence
  8. Other Issues
  9. Due Diligence Checklist
  • Incorporation and Constitution
  • Share Capital
  • Administration
  • Restrictions on Sale of Assets or Transfer of Shares
  • Restrictions under Public Law
  • Other Restrictions on Transfer
  • International Aspects
  • The Business
  • Intellectual Property
  • Environmental/Safety
  • Real Property
  • Other Assets
  • Insurance
  • Finances and Taxation
  • Personnel, Labour
  • Pensions and Superannuation
  • Litigation and Other Risks
  • Government/Regulatory
  • Other Matters 

Index

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