Legal News

The U.S. Department of Justice's ("DOJ") new remedies guide reinforces its strong preferences for structural divestitures and upfront buyers to resolve merger investigations. Last week, the DOJ released a new "Merger Remedies Manual" ("Manual"). The 35-page document provides "a framework for structuring and implementing appropriate relief short of a full-stop injunction in merger cases." The Manual, which applies only to transactions before the DOJ (the Federal Trade Commission ("FTC") has its....

Austria passed a new Investment Control Act ("ICA") expanding the screening of foreign investments ("FDI"), effective July 25, 2020. The Austrian rules on European FDI-cooperation will enter into force on October 11, 2020. The ICA affects a wide array of "sensitive sectors," including, among others......By: Jones Day

The government's latest restrictions will impact owners, contractors, and suppliers. The Victorian Government has moved the Victorian construction industry to a "pilot light" status from 5 August 2020, until at least 16 September 2020, as part of the Government's response to the second wave of COVID-19 cases in the State....By: Jones Day

The Situation: Australia's corporate regulator, the Australian Securities and Investments Commission ("ASIC") brought proceedings against two former directors of Tennis Australia ("TA") alleging that they engaged in numerous contraventions of their duties under the Corporations Act 2001 (Cth) in respect of their conduct during negotiations between TA and Seven Network Holdings (Seven) for a renewal of an agreement for the domestic broadcast rights to tennis tournaments. The Judgment: In ASIC v....

More and more buyers are using representation and warranty insurance (RWI) to supplement or replace indemnities from a seller in the sale of a business in Canada. While some of our clients, particularly private equity funds, use RWI regularly, other clients find themselves having to quickly familiarize themselves with how it works, sometimes in the middle of a complex mergers and acquisitions (M&A) transaction. Whether you are a RWI expert or not, two recent market reports from AON and Marsh JLT...

The Western Australian government has sought industry comment on a suite of significant proposed reforms to the WA security of payment regime ("SOP"). If passed, the Bill represents the most significant reform to the regulation of payments in the construction industry since the enactment of the Construction Contracts Act 2004 ("CCA") more than a decade ago, and will make WA the first jurisdiction to adopt significant recommendations of the Murray and Fiocco Reviews. This White Paper introduces.....

On August 7, 2020, the Government of Alberta launched Period 4 of the Site Rehabilitation Program (SRP) and released further details about the SRP, including information about the submission process for abandonment work and Phase 1 Environment Site Assessments (ESA), Indigenous company criteria, and further guidance for interim invoice reporting....By: Bennett Jones LLP

The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's unaffected market price, which was less than the deal price. The Delaware Supreme Court affirmed. Fir Tree Value Master Fund, LP v. Jarden Corp., 2020 WL 3885166 (Del. July 8, 2020). The Result: The unaffected market price may be the most reliable indicator of fair value where a.....

The lowered threshold for foreign direct investments into France will apply to non-EU and non-EEA investors or to any investor fiscally domiciled outside the European Union and European Economic Area. On July 23, 2020, France added a new measure to further strengthen its FDI rules, which have been amended twice since December 31, 2019 (see Jones Day publications, "French Foreign Direct Investment Rules Set for Overhaul" and "France Ramps up Foreign Investment Regulation in the COVID-19 Era")......

Although the EU has strict rules that limit the circumstances in which Member States can subsidize companies in the EU, the rest of the world does not. The European Commission considers this difference unfair because it would distort competition in the EU and global markets. The European Commission recently released a White Paper that discusses a future framework to address the perceived imbalance. The goal of the proposal is to "level the playing field" with regard to foreign subsidies and...B...