Public Mergers and Acquisitions Country Q&A tool

Resource type: Article

Status: Law stated as at 01-Mar-2012

Jurisdictions: Argentina, Australia, Austria, Belarus, Belgium, Brazil, Bulgaria, Canada, Channel Islands: Guernsey, Channel Islands: Jersey, China, Estonia, France, Germany, Ghana, India, Indonesia, Italy, Japan, Luxembourg, Malaysia, Mexico, Norway, Panama, Russian Federation, Saudi Arabia, Singapore, South Africa, South Korea, Switzerland, The Netherlands, Turkey, USA, Ukraine, United Arab Emirates, United Kingdom, Uruguay

This tool enables subscribers to search the Country Q&A in the PLC Public Mergers and Acquisitions multi-jurisdictional guide by question and jurisdiction. Simply select the questions and the jurisdictions that you are interested in and click the "submit" button.

Please note that the law stated dates for each jurisdiction covered may not be the same. To check the law stated dates for each jurisdiction, please visit the individual article.

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M&A activity

1. What is the current status of the M&A market in your jurisdiction?
 
2. What are the main means of obtaining control of a public company?
 

Hostile bids

3. Are hostile bids allowed? If so, are they common?
 

Regulation and regulatory bodies

4. How are public takeovers and mergers regulated and by whom?
 
Top

Pre-bid

Due diligence

5. What due diligence enquiries does a bidder generally make before making a recommended bid and a hostile bid? What information is in the public domain?

Secrecy

6. Are there any rules on maintaining secrecy until the bid is made?

Agreements with shareholders

7. Is it common to obtain a memorandum of understanding or undertaking from key shareholders to sell their shares? If so, are there any disclosure requirements or other restrictions on the nature or terms of the agreement?

Stakebuilding

8. If the bidder decides to build a stake in the target (either through a direct shareholding or by using derivatives), before announcing the bid, what disclosure requirements, restrictions or timetables apply?

Agreements in recommended bids

9. If the board of the target company recommends a bid, is it common to have a formal agreement between the bidder and target? If so, what are the main issues that are likely to be covered in the agreement? To what extent can a target board agree not to solicit or recommend other offers?

Break fees

10. Is it common on a recommended bid for the target or the bidder to agree a break fee if the bid is not successful?

Committed funding

11. Is committed funding required before announcing an offer?
 
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Announcing and making the offer

Making the bid public

12. How (and when) is a bid made public? Is the timetable altered if there is a competing bid?

Offer conditions

13. What conditions are usually attached to a takeover offer? Can an offer be made subject to the satisfaction of pre-conditions (and, if so, are there any restrictions on the content of these pre-conditions)?

Bid documents

14. What documents do the target's shareholders receive on a recommended and hostile bid?

Employee consultation

15. Are there any requirements for a target's board to inform or consult its employees about the offer?

Mandatory offers

16. Is there a requirement to make a mandatory offer?
 
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Consideration

17. What form of consideration is commonly offered on a public takeover?
 
18. Are there any regulations that provide for a minimum level of consideration?
 
19. Are there additional restrictions or requirements on the consideration that a foreign bidder can offer to shareholders?
 
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Post-bid

Compulsory purchase of minority shareholdings

20. Can a bidder compulsorily purchase the shares of remaining minority shareholders?

Restrictions on new offers

21. If a bidder fails to obtain control of the target, are there any restrictions on it launching a new offer or buying shares in the target?

De-listing

22. What action is required to de-list a company?
 
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Target's response

23. What actions can a target's board take to defend a hostile bid (pre- and post-bid)?
 
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Tax

24. Are any transfer duties payable on the sale of shares in a company that is incorporated and/or listed in your jurisdiction? Can payment of transfer duties be avoided?
 
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Other regulatory restrictions

25. Are any other regulatory approvals required, such as merger control and banking? If so, what is the effect of obtaining these approvals on the public offer timetable?
 
26. Are there restrictions on foreign ownership of shares (generally and/or in specific sectors)? If so, what approvals are required for foreign ownership and from whom are they obtained?
 
27. Are there any restrictions on repatriation of profits or exchange control rules for foreign companies? If so, please give details.
 
28. Following the announcement of the offer, are there any restrictions or disclosure requirements imposed on persons (whether or not parties to the bid or their associates) who deal in securities of the parties to the bid?
 
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Reform

29. Please summarise any proposals for the reform of takeover regulation in your jurisdiction?
 
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Resource information
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  • Resource ID: 4-501-7395
  • Law stated date: 01-Mar-2012
  • Products:  Mergers and Acquisitions multi jurisdictional guide, PLC China, PLC Cross-border, PLC UK Corporate, PLC UK Finance, PLC UK Law Department, PLC US Corporate & Securities, PLC US Law Department
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