United States

CHINESE UPDATE – U.S. Listed Chinese Companies and the Holding Foreign Companies Accountable Act

On May 21, 2020, the United States Senate passed the Holding Foreign Companies Accountable Act (the “Bill”) with unanimous consent. If it becomes law, the Bill would apply to Chinese companies, among others, listed on U.S. securities exchanges and require them to comply with U.S. regulatory and audit standards and information sharing, notwithstanding that to … Continued

This article was authored by Laura Luo and Thomas M. Shoesmith, both partners at King & Wood Mallesons.

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CHINESE UPDATE: New Development in Cross-Border Regulatory Collaboration – Observations on CSRC Comments on Luckin Coffee Incident

The financial fraud committed by Nasdaq-listed Luckin Coffee Inc. (“Luckin Incident”) has sparked a heated discussion in the media and within relevant industries about whether the Chinese Securities Regulatory Commission (“CSRC”) will exercise long-arm jurisdiction pursuant to Paragraph 4 of Article 2[1] of the new Securities Law, implemented on March 1 of this year (“Securities Law”).  … Continued

Editors’ Note: Contributed by Adam Li, partner at JunHe and member of XBMA's Legal Roundtable.  Mr. Li is a leading expert in international mergers & acquisitions, capital markets and international financial transactions involving Chinese companies.  

This article was authored by Natasha Xie (Partner), Mandy Wu (Partner) and Yun Ding (Associate) - JunHe (Shanghai).

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U.S. UPDATE – Key ESG Considerations In the Crisis

*Originally distributed on April 13, 2020 The social and economic turmoil unleashed by the global spread of COVID-19 and the collapse in the price of crude oil has brought to the fore a number of critical incident and systemic risk management concerns, including traditional ESG concerns such as human capital issues, business model and supply … Continued

Editors’ Note: This article was co-authored by David M. Silk (Partner), David A. Katz (Partner), David B. Anders (Partner), David E. Kahan (Partner), Sabastian V. Niles (Partner), Lauren M. Kofke (Partner), Carmen X. W. Lu (Associate) and Ram Sachs (Associate), at Wachtell, Lipton, Rosen & Katz (New York).

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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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GLOBAL STATISTICAL UPDATE – XBMA Annual Review for 2019

Executive Summary/Highlights Global M&A volume approached US$3.9 trillion in 2019, the third highest annual total in the last decade, despite increasing global economic and political headwinds. Strong economic growth, low interest rates, record amounts of private equity dry powder and the availability of corporate cash fueled global M&A in 2019. The boom was strongest in … Continued

Editors' Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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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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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Third Quarter 2019

Executive Summary/Highlights: In Q3 2019, global M&A volume was US$784 billion, reaching US$2.8 trillion for the year to date.  Global M&A volume could, based on the current pace, exceed US$3.5 trillion in annual volume in 2019 for the fifth time in the last decade.  But there are signs of a slow-down. U.S. M&A volume, the … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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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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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2019

Executive Summary/Highlights: In Q2 2019, global M&A volume reached US$1 trillion for the quarter and surpassed US$2 trillion for the year to date. Global M&A volume in 2019 is on pace to reach the US$4 trillion mark for the second consecutive year and only the third time in the last decade. The significant global deal … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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GLOBAL UPDATE – Cross-Border M&A Guide

Cross-Border M&A Guide Wachtell, Lipton, Rosen & Katz recently published the inaugural edition of their Cross-Border M&A Guide, which is available here. This new Cross-Border M&A Guide covers the key U.S. legal considerations not only for acquisitions of U.S. companies by non-U.S. companies (or “inbound” M&A transactions), but also for acquisitions of non-U.S. companies, including … Continued

Editor's Note: This submission was contributed by Adam O. Emmerich, Robin Panovka, Raaj S. Narayan and Matthew T. Carpenter.

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