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U.S. UPDATE – 2020 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2020 Checklist for Successful Acquisitions in the United States M&A continued its robust pace in 2019, with nearly $3.9 trillion in global deal volume for the year, the third-highest volume of the last decade.  The U.S. market was particularly strong, making up for relative weakness in Europe and Asia.  The boom was … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan, Amy R. Wolf and Matthew T. Carpenter.

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DUTCH UPDATE: Crystal Ball Gazing 2020

Crystal Ball Gazing 2020 2020 introduces a new decade, one which already promises to be an exciting one for the legal sector and society in general.  In this special newsletter, De Brauw Blackstone Westbroek gazes into the crystal ball and highlights some of the more important trends and developments which could very well affect or … Continued

This newsletter was co-authored by Marnix Leijten (Managing Partner), Anja Mutsaers (Partner) and Dorothee van Vredenburch (Executive Partner) at De Brauw Blackstone Westbroek.

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Accelerating ESG Disclosure— WEF Task Force Releases Preliminary Framework Centered on Mainstream Reporting Aligned with UN Sustainable Development Goals

Accelerating ESG Disclosure— WEF Task Force Releases Preliminary Framework Centered on Mainstream Reporting Aligned with UN Sustainable Development Goals Reflecting the growing push among investors, asset managers, companies and other stakeholders for a standardized ESG disclosure framework, a task force sponsored by the International Business Council (IBC) of the World Economic Forum (WEF), has released … Continued

This article was co-authored by David M. Silk, Sabastian V. Niles and Carmen X.W. Lu of Wachtell, Lipton, Rosen & Katz.

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DANISH UPDATE – Nasdaq Copenhagen introduces 90% majority requirement for de-listings

On 7 January 2020 Nasdaq Copenhagen announced an update to its issuer rules, introducing a requirement that a request for de-listing by an issuer of shares must be approved by 90% of the votes cast and share capital represented at a general meeting of the issuer in question. The new rules constitute a significant change … Continued

Editors’ Note: This article was co-authored by Dan Moalem (Partner) and Henning Hedegaard Thomsen (Senior Associate) at Moalem Weitemeyer Bendtsen.

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DUTCH UPDATE: Legal entities in the Netherlands must register UBO from March 2020

Legal entities in the Netherlands must register UBO from March 2020 The much anticipated UBO register is expected to become operational in March 2020. The UBO register will be kept by the Netherlands Chamber of Commerce and will be separate from the Dutch Trade Register. All legal entities registered in the Netherlands, including foundations, must … Continued

This article was authored by Birgit Snijder-Kuipers, Senior Associate at De Brauw Blackstone Westbroek.

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Some Thoughts for Boards of Directors in 2020

Some Thoughts for Boards of Directors in 2020 By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, and Kathleen I. Tatum December 9, 2019 In hindsight, 2019 may come to be viewed as a watershed year in the evolution of corporate governance.  After years of growing alarm about endemic short-termism, the sustainability and competitiveness of … Continued

Editor’s Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Kathleen I. Tatum of Wachtell, Lipton, Rosen & Katz.

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FRENCH UPDATE – Shareholder Activism and Governance in France: Proposed Reforms

The Finance Commission of the French National Assembly has announced a report that will recommend reforms to French securities market regulations to address shareholder activism and market transparency.  The report’s recommendations focus on responding to the excesses of activists in the French market with enhanced disclosure, reduced asymmetry of regulation between activist investors and French public … Continued

Editor’s Note: This article was authored by Theodore N. Mirvis, Adam O. Emmerich, Sabastian V. Niles and John L. Robinson of Wachtell, Lipton, Rosen & Katz.

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Directors have a duty to look beyond their shareholders

Below is an op-ed by Martin Lipton and William Savitt that appeared in the Financial Times on Tuesday, September 17, 2019. Martin Lipton William Savitt

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz and published in the Financial Times on September 17th, 2019. William Savitt also contributed to this article.

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DUTCH UPDATE – Bill implementing the Shareholders’ Rights Directive: what it means for Dutch listed companies

Bill implementing the Shareholders’ Rights Directive: what it means for Dutch listed companies On 2 April 2019, the bill implementing the revised Shareholder Rights Directive was adopted by the Lower House of Parliament. The bill was amended to take into account a number of modifications to the initial draft. The implementation of Directive 2017/628/EU to … Continued

Editor’s Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Geert Raaijmakers specializes in corporate governance, corporate structuring and joint ventures and on pension fund governance.  Paul van der Bijl specializes in IPOs, follow-on offerings, public M&A, anti-takeover defenses, corporate governance and complex cross-border transactions. Maarten Buma specializes in corporate law.

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Spotlight on Boards

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come … Continued

Editor’s Note: This article was authored by Martin Lipton of Wachtell, Lipton, Rosen & Katz.

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