Corporate Finance/M&A updates

Argentina

New legal framework to boost local start-ups
  • Argentina
  • April 19 2017

Argentina is one of Latin America's most innovative tech hubs and home to several pan-regional unicorn start-ups. However, until now, it lacked an adequate legal framework to fund start-ups through venture capital, crowdfunding platforms or seed capital. In order to boost local financing of new projects, Congress recently approved the long-awaited Entrepreneurship Law, which is set to change the start-up environment.

Major reforms likely to boost M&A activity
  • Argentina
  • July 06 2016

Argentina is slowly leaving behind a decade of over-regulation. As the country endeavours to make the transition from over-regulation to a private investment-friendly environment, expectations in the M&A sector are high. If the high-inflation and low-growth transition is overcome in the next few months, Argentina should regain significant attractiveness in the region and appeal to local and foreign investment.


Austria

ECJ rules on subordinated loans and cross-border mergers
  • Austria
  • September 07 2016

In 2014 the Austrian Supreme Court submitted a request to the European Court of Justice (ECJ) for a preliminary ruling on the interpretation of EU law regarding cross-border mergers. The ECJ recently ruled that in cases of merger by acquisition, all contracts entered into by the transferor company pass to the acquiring company without novation. Thus, the law applicable to the contracts before the merger also applies to the underlying contracts after the merger.


Canada

105-day takeover bids – what impact on takeover defences?
  • Canada
  • March 09 2016

The Canadian Securities Administrators recently published a harmonised takeover bid regime for non-exempt takeover bids and amendments to early warning reporting requirements. The new takeover bid regime is substantially the same as the original 2015 proposal except that the minimum deposit period has been set at 105 days (as opposed to the current 35 days and the 120 days in the 2015 proposal).


Cayman Islands

Mergers and fair value: what does it mean to a dissenting shareholder?
  • Cayman Islands
  • July 20 2016

Shareholders in a company that is the subject of a takeover and merger have certain intrinsic rights available to them in the event that they dissent to the merger, most notably a right to have their shares purchased at a 'fair value'. The Cayman courts will approach the issue of fair value on the individual facts; the starting point is a valuation approach on the basis of no discount or premium attributable to the merger itself.


Cyprus

Mergers of cooperative societies
  • Cyprus
  • October 04 2017

Following the economic crisis, Cyprus witnessed the merging of several cooperative societies, mainly cooperative credit institutions. These mergers reduced the number of cooperative credit institutions from over 300 to just 18. However, in July 2017 a second merger took place which saw the 18 institutions merged into a single entity. Although cooperative societies are limited liability companies, the procedure that must be followed for merging such companies varies significantly.