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Cross-Border Transactions
Handbook
Editors Note
We are pleased to present the 2014 edition of our Cross-Border
Transactions Handbook. This handbook is intended primarily to help
clients (lawyers and non-lawyers) understand the breadth and depth of
business and legal considerations associated with cross-border
transactions and suggests some ways to navigate the transaction
journey. This handbook is not a comprehensive treatise. It seeks only
to provide a framework for those contemplating a cross-border
transaction and it focuses on the project management challenge of
executing such transactions.
A list of additional publications and resources provided by our firm is
located on the last page of this handbook. To request a copy of these
materials, please email our marketing department at the address
located on the last page of this handbook, or contact the Baker &
McKenzie attorney with whom you work.
This handbook is a product numerous contributions from several
practitioners in our firm, including Matthew Allison, Rekha Auld,
Regine Corrado, Valerie Diamond, Michael Duffy, David Ellis,
Katherine Funk, Peter George, Kelly Going, Steven Hill, Janet Kim,
Alexandra Lee, Duffy Lorenz, David Malliband, Helen Mantel, Jose
Moran, Michael Morkin, Allison Stafford Powell, Carole Spink,
Jerome Tomas, Peter Tomczak, Olivia Tyrrell, Brian Wydajewski, and
editor, Kelly OLeary.
The materials in this guide are current only as of January 2014. The
laws and regulations discussed herein change frequently. Additionally,
this handbook is designed only to provide general information. It is
not offered as advice on a particular matter. Accordingly, we
recommend that you consult with the Baker & McKenzie attorney
with whom you work about the particular facts and circumstances at
issue before taking any action on the basis of the information included
in this handbook.
Table of Contents
Section 1 Introduction ...........................................................................1
Section 2 Project Management .............................................................5
2.1.
2.2.
2.3.
2.4.
2.5.
2.6.
6.4.
6.5.
6.6.
6.7.
6.8.
6.9.
6.10.
6.11.
Overview .........................................................................77
Competition Analysis ......................................................80
Gun Jumping Issues .....................................................83
Exchange of Competition-Sensitive Information ...........85
Foreign Investment Approvals and Notifications ...........90
Industry-Specific Regulations .........................................90
Exchange Control Approvals ..........................................92
Local Business Rules and Reporting Obligations...........93
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iii
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Section 1
Introduction
In looking to capitalize on the opportunities presented by the
expansion of global markets, companies rely on a variety of corporate
transactions that are familiar in a strictly domestic context, including
mergers, acquisitions, dispositions, joint ventures, strategic alliances
and business process outsourcing. Similar to a transaction within a
single jurisdiction, the choice of which transaction structure to utilize
will depend on a companys overall business strategy.
Whatever the transaction structure most appropriate for achieving a
companys business objectives, there will be goals that are common in
carrying out all transactions: (i) achieving certainty of execution; (ii)
maximizing the economic benefit of the transaction; (iii) reducing the
amount of management time absorbed by the process; (iv) shortening
the time frame in which the transaction is completed; (v) controlling
the associated transaction costs; (vi) properly identifying and
addressing the risks associated with the transaction; and (vii)
effectively managing exposure to liabilities.
The successful attainment of these goals depends, in large part, on the
successful planning, organization and coordination of the internal
transaction team and outside advisors. Successful transaction
management is challenging in a strictly domestic context: more than
half of acquisitions, joint ventures and strategic alliances fail. In the
cross-border context, successful transaction management is even more
difficult.
When we speak in this handbook of cross-border, or multijurisdictional or international transactions, we are referring to
transactions involving 2 or more countries, often as many as 20 to 30,
but in some cases much larger (such as 80 or more). The differences
between a purely domestic versus cross-border transaction arise on
both a substantive and practical level.
Section 2
Project Management
The ability of a company to realize its objectives in any major
corporate transaction will depend on effective transaction
management, including: (i) clearly defined roles and responsibilities;
(ii) appropriate project and communications plans; (iii) efficient
access to and management of internal and external know-how; and
(iv) risk identification and management. The transaction management
challenge in the cross-border setting is exacerbated by the multiple
and often unfamiliar legal systems and local practices, which give rise
to numerous additional obstacles, considerations and tasks that are
absent in the purely domestic context. These additional factors may
take the form of:
Investment approvals;
Tax clearances;
The sheer volume of issues and tasks that often arise in the
jurisdictions involved in a cross-border transaction elevates the
importance of careful organization and planning early on in the
transaction in a way not typically encountered in a domestic
transaction. This is because poor global coordination of the transaction
can easily produce inefficiencies and delays that result in costs to both
parties of a much greater magnitude than the already significant costs
that might arise from the poor management of a typical domestic
transaction.
The overarching requirement for managing a cross-border transaction
is thus an understanding of how each aspect of the transaction relates
to every other aspect. Appendix 2.1 (Acquisitions Flowchart)
illustrates this, from the naming of the transaction team to the closing
of the transaction and thereafter. While this flowchart focuses on the
legal aspects and documentation, it also outlines the fundamental
progress of the transaction and serves as a useful project management
tool for organizing the entire transaction.
2.1.
Organizing Principle
2.2.
2.3.
2.4.
Organizational Meeting
10
2.4.1.
Timeline
Scope
11
Communications Plan
13
2.4.5.
Confidentiality
2.5.
14
2.6.
15
Section 3
Budgeting for the Transaction
While effective project management is critical to keeping the crossborder project under control, a thoughtful budget established at the
outset of the transaction also plays a vital role in controlling
transaction costs. This section discusses the key variables that effect
the budget in the cross-border setting: the scope of diligence, various
transaction-specific factors, and the scope of the advisors roles in the
transaction. This section concludes with a discussion of a template
that serves as a useful tool for setting the budget in a cross-border
transaction.
3.1.
Scope of Diligence
Risk Profile
One of the key budget drivers in any transaction is the partys risk
profile. A partys tolerance for risk will affect how thoroughly it wants
to investigate, negotiate and document the issues that may arise. The
more investigation, negotiation and documentation involved in the
transaction, the more the transaction will cost. Ultimately, the buyer
will need to put a value on the issues uncovered during its diligence
and develop a negotiating strategy to use those issues to its advantage
in order to complete the transaction with an acceptable level of risk.
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Transaction Timetable
Logistics of Diligence
The logistics of the diligence itself often impacts the budget. For
example, the existence of a well-organized data room appropriately
populated with material documents and information can result in a
less-costly diligence exercise from the reviewing partys perspective.
For reasons of cost, efficiency and security, virtual data rooms have
widely replaced the more traditional physical data rooms that were
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assembled for a transaction in the past. Virtual data rooms are hosted
by a data room service provider and allow reviewing parties to access
documentation needed during due diligence at any time through a
secure web connection. Restrictions may be applied to the viewers
ability to release information to third parties (by means of forwarding,
copying or printing). Virtual data rooms facilitate worldwide access to
the data room contents by appropriate individuals without attendant
travel costs or costs of photocopying, assembling and staffing physical
data rooms. Where appropriate, the reviewing party would be wise to
suggest using a virtual data room at the outset.
3.2.
Transaction-Specific Factors
Transaction Structure
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Financing
The need for financing to pay for the transaction should also be
considered when setting the budget. The buyer usually understands its
basic financing needs at the outset of the transaction. When raising
equity to finance a cross-border transaction, the financing may present
specialized legal issues relating to compliance with local securities
laws, including any local registration requirements. In the context of a
debt financing, specialized input will be required to assess local legal
requirements with respect to the mechanics for granting security
interests over shares or assets in the relevant jurisdictions. These and
other cross-border financing issues are discussed in greater detail in
Section 4 (Discrete Financing Issues).
3.2.3.
The nature of the targets business also plays a key role in formulating
the budget. The type of industry the target operates in can significantly
impact the budget. If the target operates in a highly regulated industry,
such as banking, health care or energy, the transaction is likely to
present specialized legal issues and may give rise to various
notification and consent requirements pursuant to relevant industry20
21
3.3.
23
Project management.
3.4.
Once the nature of the engagement, the scope of the diligence, the
various transaction-specific factors and the roles of the respective
advisors have been assessed and established, that information should
be factored into the budget. Since the diligence phase is where most of
the initial effort is expended, it is sometimes helpful in multijurisdictional transactions to prepare a budget template that breaks out
the components of the budget on a jurisdiction-by-jurisdiction basis
and, where possible, by specific areas of law. Appendix 3.1 contains a
sample budget template in this regard. The template is designed for
use by a buyer in connection with the first phase of an auction, but it
can be tailored for most types of transactions. Preparing this type of
template generally requires at least a cursory review of the data room
index and materials in order to determine the comprehensiveness of
the sellers initial level of disclosure and to identify key areas for
review.
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Section 4
Discrete Financing Issues
Obtaining appropriate financing for a deal is often a crucial element of
transaction planning. In many cases, purely local banks or credit
markets are unable to satisfy all capital requirements of companies
with multinational interests or aspirations. It is not surprising that
within this environment, capital formation is increasingly viewed and
accomplished on a worldwide basis.
This section discusses some of the key elements that should be
considered in financing a cross-border transaction, including the
decision to pursue debt versus equity financing, the key legal issues
that confront the lender (the costs of which are often borne by the
borrower), financial assistance concerns, security and subordination
issues, legal opinions and closing issues.
4.1.
Unless the parties have the requisite cash on hand, the traditional
financing source for a transaction is debt, equity or some type of
hybrid.
4.1.1.
Debt Financing
27
4.1.2.
Equity Financing
28
4.1.3.
Mezzanine Financing
Another form of financing that has been quite popular in the United
States is second lien financings. Also referred to as tranche B or
junior secured debt, in a second lien loan transaction, the second lien
lenders hold a second priority security interest on the assets of the
borrower. Their security interest ranks second to the liens in the same
assets securing the first priority lien debt. Second lien financing
generally provides an additional source of capital at interest rates that
are typically lower than with respect to subordinated or mezzanine
debt.
Second lien financings were originally considered as provisional or
rescue capital and, traditionally, the proceeds from second liens
were used to pay off maturing debt, reduce bank debt or provide
incremental liquidity. However, prior to the financial crisis, as
corporations and lenders grew more at ease with second liens, they
were being used more often and in a broader range of applications
including leveraged buyouts. There was a significant drop in the use
Baker & McKenzie
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of second lien loans in late 2007 and much of 2008 resulting from the
financial crisis and the following scarcity of capital. Since the second
lien debt markets picked up again in 2009, transactions have typically
included an intercreditor agreement on terms more akin to a
mezzanine financing.
4.1.5.
Leverage Ratios
Debt and equity financing provide different avenues for raising funds.
Leverage ratios provide an idea of a companys methods of financing
and measure its ability to meet financial obligations. From the lenders
point of view, the debt-to-equity ratio measures the amount of
available assets or cushion accessible for repayment of a debt in the
case of a potential default. Generally, excessive debt financing may
impair the borrowers credit rating and its ability to raise more funds
in the future. If the borrower incurs too much debt, its business may
be considered overextended, risky and, ultimately, an unsafe
investment. On the other hand, insufficient equity may suggest that the
shareholders are not committed to the business of the borrower.
Lenders commonly consider the debt-to-equity ratio in assessing
whether the company is being operated in a reasonable and
creditworthy manner. Accordingly, borrowers typically desire to
maintain a commercially acceptable ratio between their debt and
equity levels. Lenders also typically consider the interest coverage
ratio. Instead of looking at the aggregate amount of debt, the interest
coverage ratio measures the ability of the borrower to service its
outstanding debt by comparing cost of interest payments to income.
4.1.6.
4.2.
31
Lender Liability
Margin Regulations
In the United States, the Federal Reserve Board has issued regulations
(known as Regulation U) that prohibit a lender (but not including
securities brokers and dealers) from extending credit in excess of 50%
of the value of collateral consisting generally of certain publicly
traded securities directly or indirectly securing the loan (commonly
referred to as margin stock) or extending credit for the purpose of
buying or carrying margin stock which is secured directly or indirectly
by such stock in an amount that exceeds 50% the value of the margin
stock securing the loan. A related regulation (known as Regulation X)
prohibits borrowers from borrowing outside the United States to
circumvent Regulation U. Generally, financing the purchase or
carrying of the stock of a private company would not be subject to
Regulation U or X.
Baker & McKenzie
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4.3.
Financial Assistance
Another issue that should be given considerable attention in a crossborder share transaction when determining the appropriate financing
structure is whether any applicable laws prohibit or restrict the seller
from financing the acquisition of its shares a practice commonly
referred to as financial assistance. Financial assistance could arise,
for example, when the shares of the target company are pledged, or
the target company gives a guarantee, as security for the buyers
financing for the transaction. The corporate codes and regulations of
many jurisdictions limit a companys ability to create any security or
provide any type of financial assistance in connection with the
acquisition of its shares or those of its holding company.
In the United States, a transaction in which the purchase of shares in
the target corporation is financed by the target itself or is secured by
the targets assets is generally permissible. However, if the target fails
to pay its debts after the consummation of the purchase of its shares
secured by its assets, creditors may look to fraudulent conveyance
laws to avoid the transfer that gave rise to the security interest. When
the target defaults on the loan, the risk of failure is borne not only by
the target itself, but also by its unsecured creditors who have lost the
protection of recourse to unencumbered assets.
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4.4.
Security Interests
35
4.4.2.
Subordination Issues
37
4.5.
38
4.6.
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Section 5
Preliminary Agreements
The main driving force for proceeding with a domestic or cross-border
transaction is, necessarily, some sort of expressed intention on the part
of the parties to do a deal, often in the form of a written preliminary
agreement. While the use of preliminary agreements is fairly
commonplace in the cross-border setting, the parties should take care
to ensure that these types of agreements do not have unintended
consequences in light of the differing legal landscapes involved in the
deal. This section discusses some of the basic elements of the typical
preliminary agreements and highlights some of the key pitfalls to be
mindful of when contemplating entering into these agreements in the
cross-border setting.
For purposes of this section, we have taken the term preliminary
agreements to include the usual array of documents that parties may
enter into in the cross-border transaction context prior to the entry into
formal definitive transaction agreements. Preliminary agreements
would, therefore, include the following (which may be incorporated
into one or more documents):
Confidentiality agreement;
41
5.1.
Confidentiality Agreements
43
5.1.2.
Care should also be taken to ensure that all relevant parties are bound
by and can enforce the applicable provisions of their confidentiality
agreement in the relevant jurisdictions. In a sale of shares, the selling
shareholders will be party to the definitive acquisition agreement but
most of the actual disclosures will be made by the target company,
which is likely to possess and own the relevant confidential
information. In these circumstances, the target company should,
therefore, be the appropriate party to the confidentiality agreement.
This automatically eliminates any post-closing obligations on the part
of the investigating party (i.e., the buyer), which will own the target
company upon closing. In an asset sale, the seller and the disclosing
party will typically be the same entity (i.e., the company that owns the
relevant assets) and would thus be the relevant party to the
confidentiality agreement.
The parties should also consider the persons to whom the investigating
party is permitted to disclose the confidential information. Often, a
partys employees, advisers and other third parties (including lenders)
involved in the transaction will require access to the information. In
some circumstances the disclosing party might require the
investigating party to undertake to have each of its third party
representatives enter into a separate confidentiality agreement. This
might be appropriate where, for example, the investigating party is a
financial buyer that refuses to bear any indemnity obligation with
respect to the actions by its third party representatives. Alternatively,
the disclosing party may require notification, consent or that the
receiving party procure that its third party representatives comply with
the relevant confidentiality undertakings.
5.1.3.
Attorney-Client Privilege
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5.2.
Letters of Intent
The form that a letter of intent can take may vary widely, depending
on the size and nature of the proposed transaction, the law of the
jurisdiction governing the letter and the purpose for which the parties
seek to use it. Appendix 5.2 contains a general checklist of provisions
for a typical letter of intent in a cross-border acquisition.
Generally, a letter of intent is adopted for the following key purposes:
47
adverse tax consequences result from the letter of intent, and that the
letter does not create difficulties for a party to later change its position
on the likely tax treatment of the proposed transaction.
Some of the key elements to consider when contemplating a letter of
intent in the cross-border setting are discussed below.
5.2.1.
Binding/Non-binding
While the parties may intend that certain aspects of a letter of intent be
binding, these documents are generally intended to be non-binding
with respect to the terms of the underlying transaction. The provisions
in a letter of intent that are commonly intended to be legally binding
include obligations of confidentiality and exclusivity, termination fee
arrangements, provisions governing transaction expenses and noncompetition/solicitation provisions.
In certain jurisdictions, such as the United Kingdom and the United
States, clear and unambiguous language as to the parties intent with
respect to the provisions that are meant to be legally binding is
generally sufficient to give rise to a binding obligation. Accordingly,
if a letter of intent contains terms that are intended to be binding, these
should be clearly identified and the requirements for the creation of a
valid contract under local law should be satisfied. To that end,
depending on the jurisdiction, consideration may be required to create
a valid contract (although mutual promises are generally sufficient for
this purpose). Also, particularly in civil law countries and depending
on the subject matter of the deal, the contract may need to be executed
before a notary, and other formalities may need to be complied with,
in order for it to be binding.
One of the more troublesome aspects of the letter of intent in crossborder transactions is that legally binding obligations may be created
which are unintended by the parties. This is particularly the case in
jurisdictions which recognize a duty to negotiate in good faith.
Therefore, care should be taken to ensure that non-binding terms do
not inadvertently create binding, contractual obligations.
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49
Break Fees
51
5.2.5.
Letters of intent can also form the basis for a submission for clearance
or guidance from the relevant competition, tax or other governmental
authorities. For instance, where required in a US transaction, the
parties could agree to make Hart-Scott-Rodino filings once a letter of
intent is signed. Generally, this filing may be made at any time after
the parties have agreed in good faith to undertake the transaction (i.e.,
52
Conditions Precedent
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Section 6
Diligence
In the context of a cross-border transaction the due diligence
investigation is often a daunting and expensive exercise. Differing
legal systems, accounting standards, types of business organizations
and the unique legal characteristics of each jurisdiction around the
globe, in addition to language and cultural barriers, present obstacles
to the diligence investigation which are wholly absent in the domestic
context. The more jurisdictions involved in the transaction, the more
these obstacles serve to magnify the risks of inefficient diligence. This
section highlights significant aspects of the diligence process that
should be understood in the cross-border setting.
6.1.
Role of Review
55
6.2.
Role of Advisors
56
6.3.
Scope of Review
57
Business Objectives
Materiality Thresholds
6.4.
Diligence Requests
59
Supplemental Requests
6.5.
Diligence reports can vary widely. On the one hand, some companies
prefer a full legal summary in which the report summarizes the details
of all contracts, business relationships and legal aspects of the targets
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61
6.6.
Timely Reporting
62
6.7.
The very nature of the investigation will vary in each country because
of the differing legal systems, types of business organizations and
unique legal characteristics of that jurisdiction. Thus, many matters
that typically appear on a domestic checklist often need to be
considered with increased scrutiny in light of the cross-border nature
of the transaction, such as:
63
6.8.
Sarbanes-Oxley Act
65
67
Does the target include these third parties within the scope of
its compliance program and does the target have written
diligence procedures for identifying, appointing, retaining,
compensating and renewing agreements with such third
parties?
68
6.8.3.
69
Antiboycott
71
6.9.
73
other regulatory matters can have on the deal. In the next section, we
discuss the regulatory framework at play in the cross-border setting.
75
Section 7
Regulatory Framework
Often, one of the most critical considerations in a cross-border
transaction is whether the contemplated transaction will be permitted
and effective under the laws of each material jurisdiction and, if so,
the impact that any required regulatory approvals and clearances may
have on the overall timing of the transaction. In many cross-border
transactions, regulatory considerations turn out to be one of the most
crucial drivers of the overall feasibility and timing of the transaction.
This section addresses the regulatory framework applicable to crossborder business combinations, including the typical issues that arise in
the context of a merger control or competition analysis, gun jumping
issues, exchanges of competition-sensitive information, typical
foreign investment regulations, common industry-specific regulations
and exchange control requirements.
7.1.
Overview
These may vary depending on the nature, size and structure of the
target business and the manner in which it is acquired. The assets and
business of the acquiring entity and its entire company group are quite
often considered relevant as well, particularly in the analysis by
Baker & McKenzie
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7.2.
Competition Analysis
7.2.1.
Substantive Review
81
Timetable
82
Filing Responsibility
7.3.
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84
7.4.
85
7.4.1.
General Rules
permitted information;
prohibited information.
Permitted Information
86
7.4.3.
historic (i.e., more than one year old) pricing data and
customer information;
87
7.4.4.
Prohibited Information
88
7.4.5.
Penalties
89
7.5.
7.6.
Industry-Specific Regulations
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7.7.
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7.8.
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Section 8
Employee Transfers and Benefits
Another crucial component of a cross-border (as well as domestic)
transaction is the transfer of the targets employees and their
corresponding benefits, where required or desired. Employee-related
issues in connection with the transfer of employees can require
significant advance planning and, correspondingly, careful diligence,
due to their propensity to affect the transaction timeframe. Most, if not
all, of the employee transfer and employee benefits issues in a crossborder transaction will flow from the structure of the transaction. That
is, the structure of the transaction will dictate the range of issues under
local law regarding how employees and employee benefit plans will
be handled.
As a starting point, this analysis will depend on whether the
transaction at the local level is a sale of shares, or a sale of assets. If
the transaction is structured to be a sale of shares at the local level,
then the employees of the local entity will not be impacted directly by
the transaction and will remain employed by their current local
employer and will not transfer.
If, however, the local transaction is structured to be the sale of assets,
then the employees who are subject to the sale would need to be
transferred to the new employer on or following close of the
transaction. Generally speaking, there are a few main areas of inquiry
in this connection:
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8.1.
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101
8.2.
take the time to understand what terms, conditions and benefits the
employees previously enjoyed under their former employment, and
what rights the employees have to enjoy the same terms and
conditions following the transfer of employment. Where the buyer is
unable to provide such terms, conditions and benefits, it should seek
to provide comparable terms, conditions and benefits, such as offering
a higher base salary in lieu of a benefit the new employer cannot
provide, although there may be some risk with this approach,
depending on whether the ARD is applicable and the local
requirements.
8.3.
103
8.4.
Identification of Employees
8.5.
Severance/Termination Indemnities
105
United States and do not appear on the targets balance sheet, the
buyer may need to independently determine the potential cost and
adjust the purchase price accordingly.
8.6.
107
though the sellers benefit plan that gave rise to those benefits does
not itself transfer with the target business. This situation arises in
many joint venture transactions, for example, where the employees are
unable to continue in their current benefit plans while working for the
joint venture. In that case, the joint venture entity may be required to
create new plans for the transferred employees mirroring the plans
they previously participated in when employed by their former
employers. Where possible, the new employer may seek to have assets
transferred from the former employers benefit plans to provide the
new employer with the ability to fund the benefits.
With regard to pension plans, the ARD as it applies to member states
of the European Union does not require that private and
supplementary pension schemes be transferred to the transferee
employer, even though the employees working exclusively in the
business are transferred. Thus, under TUPE in the United Kingdom,
for example, a pension trust established for employees in a business to
be transferred to a buyer would not itself transfer to the buyer
automatically by operation of law.
Here, too, it is critical for the buyer to understand what types of
benefits the seller extended to its employees, so the buyer can provide
substantially similar benefits following closing. The diligence phase is
therefore extremely important to the parties.
8.7.
Funding Issues
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8.8.
The use of stock options, restricted stock, restricted stock units and
other forms of equity compensation globally has created a myriad of
additional tax and legal issues that sometimes are overlooked or
glossed over in a cross-border transaction given the timing and other
complexities of the transaction. Nevertheless, equity compensation
awards raise potentially significant issues not only in the United States
but also in many other countries. For instance, the adjustment and
conversion of equity awards as a result of the transaction may trigger
adverse tax consequences for the optionee and/or for the issuer.
Similarly, a transaction may necessitate non-US securities law filing
obligations for equity awards that need to be satisfied prior to
completion of the transaction. In other situations, labor and
employment consequences associated with changing or ceasing equity
compensation arrangements as a result of the transaction may arise.
Regardless of the nature of the transaction itself, the parties to any
cross-border transaction should thoughtfully consider the impact of
the transaction on equity compensation to avoid potentially significant
legal and regulatory exposures. In this subsection, we will briefly
discuss how equity compensation issues arise and are shaped in a
cross-border transaction, and identify some of the common tax and
legal issues arising in different types of transactions.
8.8.1.
group (as determined under either US or local law), the joint venture
parties will need to consider how to grant equity compensation awards
to the joint ventures employees in light of the restrictions often
placed on an issuers ability to grant awards to non-employees of the
issuer or the issuers consolidated group.
Similarly, the governing plan documents often prescribe what may
happen to outstanding equity compensation awards in the event of a
change in control or other corporate transaction. Most US equity
compensation plans include provisions regarding the treatment of
stock options and other types of awards in the event of a change in
control. For example, many plans provide for accelerated vesting upon
certain events tied to a corporate transaction, and accelerated vesting
of awards can affect the tax treatment. In Spain, for example,
employees may take advantage of a tax exemption for income derived
from stock options provided, among other conditions, the options do
not vest within two years of grant. Where a transaction triggers an
acceleration of vesting within two years of grant, employees in Spain
will lose the ability to utilize this tax exemption. In other countries,
such as Venezuela, where stock options become taxable upon vesting,
an acceleration of vesting (caused by a transaction) may trigger a
taxable event.
Notwithstanding the governing plan documents, the parties sometimes
may be able to negotiate alternatives for addressing equity
compensation awards as part of the transaction itself. However, this
approach requires sufficient diligence by the parties, and negotiation
and drafting of appropriate provisions for the transaction agreement.
In some instances, this approach also may require amendments to the
underlying equity compensation plan and also may require prior
approval from the optionee, affected issuers compensation committee
and/or board of directors.
111
8.8.2.
Tax Considerations
Securities Issues
8.9.
Transitional Services
113
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Section 9
Documenting the Transaction
In a cross-border transaction, as with any purely domestic transaction,
there will generally be one principal transaction agreement, be it an
acquisition or divestiture of assets, shares or other equity interests, a
joint venture, an outsourcing arrangement or some other form of
business transaction. Just as project management and pre-transaction
review procedures will be inherently more complex in a multijurisdictional transaction than in a purely domestic one, so will the
transaction documentation require an extra degree of complexity. This
section considers the reasons for that inherent complexity before
examining how a cross-border transaction may give rise to specific
drafting concerns and how the transaction documentation will need to
be drafted carefully to ensure that the transaction has legal effect in
each jurisdiction.
9.1.
117
9.2.
119
These are only some of the multitude of questions which both parties
will need to consider when drafting, negotiating and finalizing the
transaction agreements. That said, the issues reflected above are
critical and will have long-run implications for the ultimate allocation
of risk and liability between the parties.
9.2.1.
121
9.2.2.
entire companys assets are being transferred, the issue is simply one
of identification of the transferring assets and a general reference to
all assets located at [a specific identifiable location] will often
suffice. Where the relevant assets are not housed in separately
identifiable locations, however, or where they might be mixed with
other assets that are not transferring (e.g., in the context of a divisional
sale), the issue is a bit trickier. In that situation, a catch-all-clause
should be added providing that the asset schedules are not exclusive
and that the transferor transfers to the transferee all assets relating to
the business, except those which are not owned by the transferor or
are otherwise intended to be carved out of the transaction (which, in
turn, should also be listed in a schedule). Nevertheless, depending on
how precisely the business is described, even a catch-all clause may
not completely eliminate the risk that title to all of the relevant assets
will not pass to the transferee.
9.2.4.
123
124
The BTA will often include schedules that set forth the
particular assets and liabilities to be transferred in the relevant
jurisdiction. Accordingly, each BTA will serve as a useful
future reference of the assets transferred in the corresponding
jurisdiction.
125
9.2.5.
Ancillary Documentation
9.3.
Master Agreement
127
Employee Transfers
129
9.3.4.
Tax Minimization
Variations
130
Assuming the deal proceeds as planned, the next major phase, after
any remaining diligence is conducted, is for the parties to close the
transaction. In the next section, we discuss some of the key elements
of a cross-border closing.
131
Section 10
Closing the Transaction
Cross-border closings and domestic closings share many of the same
essential elements: the parties must execute and deliver various
transaction documents, transfer the contemplated business, assets or
shares in exchange for the agreed upon consideration and carry out
their other respective closing obligations. However, cross-border
closings are made more complicated due to the sheer scope of the
transaction and the differing local requirements that may arise when
legal systems from multiple jurisdictions are involved. In this section,
we discuss some of the important elements and processes of a crossborder closing. The underlying theme that emerges is that thorough
planning and the ability to anticipate issues are critical to a successful
closing.
133
134
10.2. Notaries
A notary is another individual whose involvement is often critical in a
cross-border closing. This is so because in many civil law
jurisdictions, certain actions, including share transfers, asset transfers
and the transfer of title to real estate, can only be effected validly in
the presence of a notary who must make appropriate certifications or
registrations in accordance with local law.
The civil law notary functions as a government-appointed attorney,
acting in effect for both parties, to ensure that proper title has been
conveyed. The civil law notary plays a function far beyond that of a
notary public in the United States. For instance, in many civil law
countries, including Mexico and Germany, real property can only be
transferred by notarial deed, and it is up to the notary to ensure that
there are no material encumbrances on the property. By contrast, in
most common law jurisdictions, including the United States, the buyer
will often rely instead on title insurance or an opinion of its counsel
based on an examination of publicly available records at the registry
of deeds or other equivalent agency. The notary will deal with all
Baker & McKenzie
135
137
139
140
141
local currency on hand to pay for the assets, the parent company of the
local buyer will likely have to make a loan or a capital contribution to
the local buyer. This could implicate the exchange control laws in
some jurisdictions, which require the registration of the loan or new
capital. This registration process can be a very document-intensive
and time-consuming process, potentially holding up the local closing
unless the issue is identified early in the transaction. Section 7.7
(Regulatory FrameworkExchange Control Approvals) discusses
exchange control issues in greater detail. In some cases, it may be
possible to arrange for back-to-back loans, where the parent company
opens a line of credit at its bank and the bank, in turn, lends money to
the local subsidiary. This may successfully avoid the pitfalls of local
exchange control laws.
A flow of funds memorandum is commonly used in cross-border
transactions as a convenient tool for illustrating the flow of money as
agreed by the parties. The memorandum will typically specify the
payor, the payee, the payees bank account details and the amount of
the payment, among other things, and it serves as a useful project
management tool for ensuring that the funds get where they need to be
for the closing. The more individual payments there are, and the more
payors, payees, currencies and banks, the more valuable a flow of
funds memorandum will be to the success of the closing. The
memorandum will often be most useful to the parties respective
treasury groups, although the legal, accounting and business
representatives will also find the document extremely useful for
confirming the crucial steps involved in the payment of the transaction
consideration.
* * *
Once the transaction closes, the parties are often faced with addressing
numerous short-term operational issues so that the operations of the
target business may proceed smoothly after the closing. In the next
section, we highlight several of these issues.
142
Section 11
"Day One" Readiness and Post-Closing Actions
The closing of the transaction signifies a new beginning for the
parties. In an acquisition or divestiture the parties often part ways,
with the buyer in control of a new business or entity, save perhaps for
transitional arrangements for a defined period of time. In the joint
venture and strategic alliance context, the parties find themselves with
new roles and responsibilities with respect to operating the target
business. In the outsourcing context, the service provider and
customer maintain an important link as the service provider takes over
the provision of key services to the customer.
No matter the transaction structure, several important operational
actions often must occur virtually instantaneously upon closing or
very shortly after the transaction closes in order for the target business
to carry on or begin its business activities in the manner the parties
desire and in compliance with local laws. As such, appropriate
preparations should be made well in advance of closing in order to
ensure a smooth transition. Typically, this includes tasking a separate
working group that is representative of each functional area to take
charge of transition planning and "Day One" readiness. This
integration team will need to maximize the pre-closing integration
planning in order to maximize the value of the transaction. However,
as mentioned earlier, any such preparations will need to be made
within the parameters of antitrust considerations to prevent "gun
jumping" and exercising de facto operational control (see Section 7.3)
or the exchange of competitively sensitive information (see Section
7.4) by the parties prior to closing. A good rule of thumb is that while
planning towards integration may be permissible, the actual
implementation of those plans may not take place until after closing.
Nevertheless, there are many areas in which pre-closing preparations
can and should be made. In the acquisition context, the buyer is often
faced with a significant integration challenge and Baker &
McKenzies Post-Acquisition Integration Handbook addresses the key
issues in greater depth. While a full integration will naturally take
Baker & McKenzie
143
145
determine the types of documents that each bank will require as soon
as possible.
11.3. Payroll
Depending on the buyers internal capabilities, payroll may be
handled within the buyers organization or it may be outsourced.
Often, a transition services agreement between the buyer and the seller
will obligate the seller to continue to handle the payroll function for a
period of time following closing. During this period (or prior to
closing if the buyer will take on this role immediately following
closing) the buyer must ensure that it obtains all necessary
employment and tax registrations and that it hires any necessary
consultants or service-providers to assist with the payroll function.
The buyer must also ensure that once the transition services
arrangement with respect to payroll services expires (or upon closing
if the buyer does not require transitional payroll services), all
transferred employees can be paid and all necessary deductions made
and remitted to appropriate government or private organizations.
146
147
148
149
compliance with local law. Failures in this regard, however, can have
monetary and, in extreme cases, criminal ramifications.
151
Section 12
Dispute Resolution
Once the deal closes, there is often a tendency for the parties to
believe that future disputes are unlikely to arise between them or, if
they do occur, to believe that they can simply work them out through
the course of good business. As a result, the parties often give the
dispute resolution clauses in many transaction documents little or no
consideration. Yet disputes can and do arise following signing or
closing and a significant one could wipe out many of the transactions
intended benefits. This is not to suggest that the dispute resolution
clause must become the focus of contractual negotiations.
Nevertheless, parties who consider how best to resolve potential
disputes in the context of the overall deal they strike, either as an extra
benefit or an additional risk, may be able to gain a leg up on achieving
a favorable result in the face of a dispute and may be able to save
substantial time and expense in the process. This section discusses
some of the key considerations that will inevitably cause one dispute
resolution mechanism and forum to be a more strategic option than
another in the cross-border setting.
153
What types of disputes are likely to arise and are they likely to
be about non-payment, performance or something more
complicated?
154
155
156
157
158
159
12.5. Delays
Just as a likely plaintiff will generally be more concerned about
enforcement, the likely plaintiff will also generally be more interested
in avoiding delays in resolving disputes. Delays can affect several
phases of the dispute resolution process, including the length of time
required for a court or arbitrator to render a judgment or award, hear
and decide appeals and rule on matters of enforcement. Litigation
typically takes longer than arbitration in all three phases, and these
delays are generally thought to be a disadvantage for a plaintiff and an
advantage for a defendant.
There are, however, ways to reduce the delays associated with
litigation and arbitration. For example, in litigation under most
judicial systems throughout the world, proper service of process and
personal jurisdiction over the parties are unavoidable prerequisites to a
courts ability to hear a dispute. Without an express clause in the
agreement concerning these issues, a party is likely to spend six
months or more obtaining service of process on a foreign party and
perhaps another six months fighting over whether the chosen court has
jurisdiction or is an appropriate forum for the dispute in question. The
delays and risks associated with these very provincial litigation issues
can be mitigated in a clause where the parties expressly consent to a
specific jurisdiction and expressly appoint a local agent to accept
service of process on a partys behalf.
With arbitration the parties have the ability to potentially create a
more efficient resolution process by tailoring the procedures to best fit
the transaction and the anticipated disputes. For example, the parties
can choose the language to be used in the arbitration proceedings,
whether the arbitration should proceed under the purview of an
administrative body, whether to appoint arbitrators with specific
160
12.6. Discovery
Discovery is a concept that is largely unique to the US legal system.
Pre-trial depositions and very expansive document productions, while
common in the United States, are unavailable in almost every other
legal system in the world. US discovery is typically one of the most
intrusive, prolonged and expensive phases of a lawsuit, but it becomes
critically important if proving or defending against the potential
claims requires information that is uniquely in the possession of
another party (e.g., proving knowledge of a particular factual
circumstance as it may be relevant to a knowledge qualifier in a
representation contained in the principal transaction agreement).
While US courts provide an obvious forum in the event pre-trial
discovery is necessary, the parties are generally free to agree on a
procedure for discovery in the context of arbitration. If the arbitration
clause is silent as to discovery, the availability of discovery will
largely depend on the arbitrators willingness to allow it, which will
be greatly influenced by the arbitrators personal experience.
Generally, US arbitrators tend to permit discovery and non-US
arbitrators do not. Regardless of the arbitrators background or
inclination, however, if the parties specifically provide for discovery
161
12.7. Costs
Litigation is often thought to be more expensive than arbitration, but
outside the United States where legal systems do not permit discovery
or jury trials, the cost to litigate can be much more in line with the cost
to arbitrate. Even if the overall legal expenses are less, no one
selecting arbitration should be confused into thinking that arbitration
will be cheap. International arbitration has become a highly advanced
and sophisticated dispute resolution mechanism and the arbitrators, or
one sides counsel, can independently cause fees to increase
significantly if, for example, discovery is permitted as part of the
arbitration. Moreover, certain arbitration organizations charge
significant up-front fees and many arbitrators require significant
advance payments, which can make it very costly just to begin the
dispute resolution process. While these up-front costs can be a
drawback, they can also provide a strategic benefit to the would-be
defendant by deterring the other party from filing some or all of their
potential claims.
When evaluating the relative costs of the dispute resolution
mechanisms, a party to a cross-border transaction should also consider
whether the default rule of the applicable forum is that the loser pays
the winners legal fees or whether each side pays its own fees. In the
arbitration context, the default rules of most international arbitration
associations specifically empower the arbitrators to award arbitration
expenses, including attorneys fees, as part of the final award. By
contrast, the general default rule for arbitrations conducted in
accordance with US rules is for each side to be responsible for their
own legal fees regardless of who prevails. Similarly, in the litigation
context, the general default rule in the United States is that the parties
pay their own legal fees, whereas in Europe the general default rule is
that the loser pays.
162
12.8. Confidentiality
As in the domestic context, another significant concern for many
parties to cross-border transactions is preserving confidentiality, both
with respect to the dispute itself and with respect to the components of
the underlying transaction. Often the parties will have entered into a
confidentiality agreement or will include a confidentiality clause
within the main transaction agreement that prevents the parties from
disclosing the transaction and any proprietary information shared in
connection with it. Litigation in the United States, Europe and Asia is
a public process, however, so these clauses can lose much if not all of
their intended effect during the course of litigation. While the parties
might be able to preserve the confidentiality of some documents
produced during the discovery process, most of the documents will
become publicly available information. The trial itself and the
judgment will also typically become a matter of public record.
Arbitration, on the other hand, is generally a private process and the
parties are typically free to agree among themselves to keep
documents, the proceedings and the award confidential. In addition,
the laws governing the arbitration process in many countries,
including England, as well as the rules of many arbitration
organizations, actually require arbitration hearings to be kept private
unless the parties agree otherwise.
While several laws and arbitration rules require the institution and the
individual arbitrators to maintain confidentiality, very few of these
rules provide for similar restrictions on disclosure by the parties to the
arbitration. Accordingly, if the parties desire, they could expressly
tailor their arbitration clause to provide for the confidentiality of the
Baker & McKenzie
163
12.10. Damages
Another important reason why parties select arbitration over litigation,
especially non-US parties, is to avoid the possibility of excessive
damages. That said, punitive damages, as well as other undesirable or
speculative damages can be specifically excluded in most dispute
resolution clauses, whether litigation or arbitration is the chosen
mechanism. While punitive damages are against the public policy of
most non-US jurisdictions, some US jurisdictions, including the state
of New York, and some arbitral rules, including those of the
International Centre for Dispute Resolution, prohibit arbitrators from
awarding these types of damages as well.
In order to ensure that the arbitrators adhere to any contractual
limitations on damages, the parties may expressly state in the
arbitration clause that the arbitrators have no authority to render an
award in excess of the limitations provided for in the agreement. This
type of express link to the scope of the arbitrators authority should
give the parties stronger grounds for vacating any award that is
inconsistent with the limitations on liability provisions.
165
forum of the arbitration is often much more valuable than the choice
of law. This is so because most disputes in the transaction setting tend
to relate to breach of contract claims and contract law is relatively
consistent from one country to the next. True, procedural laws and the
quality of the courts can vary significantly from country to country.
However, the selected forum for arbitration will have significant
impact on the arbitrator pool, the procedures to be applied to the
arbitration itself, how much the local courts can interfere, and the
grounds for vacating or appealing an award.
166
167
APPENDIX 2.1
ACQUISITIONS FLOWCHART
Cross-Border (Multi-Jurisdictional)
Mixed (Asset & Share) Acquisition Buyer
Initiate
Transaction
Draft
Purchase
and Ancillary
Agreements
Confidentiality
Agreement
Draft
Disclosure
Schedules
Prepare for
Negotiations
Prepare for
Acquisition
Review
Letter of
Intent
Finalize
Disclosure
Schedules
Acquisition
Review
Sign
Definitive
Agreements
Analyze and
Research
Further
Regulatory
Filings
Complete
Implementing
Documents
Analysis and
Certain
Filings
Finalize and
Close the
Transaction
Key:
Process Step
Decision
Document
Predefined
Process
End
Terminate
Transaction
B&M Coordinating
Office
B&M Local Offices &
Correspondents
Gather Information
about Transaction
Answer Affects:
- Conflict Check and possible Waiver
- Confidentiality Agreement
- Letter of Intent
Client Contacts
B & M about a
Transaction
Conduct Conflict
Check & issue
Conflict Alert
Information to Gather:
- Name of Seller, Target, Buyer and other parties
or Advisors (e.g., investment bankers, lenders)
- Reason for Deal
- General Business Information
If Conflict,
- Jurisdictions in which
Send Conflict Waiver Letter
Client located
to Client and Seller
Target located
- Scope of Engagement
- Structure
- Timeline
Provide
Information about
Transaction
Conflict Waiver
Letter
Seller
Seller's Counsel
Client
Conflict Waiver
Letter
Establish
Ethical Screen
Yes
Conflict Waiver
Signed?
No
Terminate
Transaction
Prepare
Preliminary
Working Group
List
Confidentiality Agreement
Review
Confidentiality
Agreement
Preliminary
Working Group
List
Negotiate
If Necessary
Sign
Confidentiality
Agreement
OR
Seller's Counsel
Client
B&M Coordinating
Office
Initiate Transaction
Terminate
Transaction
Seller
OR
Sign
Confidentiality
Agreement
B&M Coordinating
Office
Letter of Intent
No
Letter of Intent
Required?
Yes
Collect information
on Target & Draft
Letter of Intent
Draft Letter of
Intent
Send Letter of
Intent
Send Letter of
Intent for
Signature
Destroy or Return
Information &
Documents
Destroy or Return
Information &
Documents
Review
& Revise
Client
Negotiate
Provide
information on
Target and Terms
for Draft Letter of
Intent
Draft Letter of
Intent
Sign Letter of
Intent
Destroy or Return
Information &
Documents
Seller's Counsel
OR
Review
Letter of Intent
Terminate
Transaction
Seller
OR
Sign Letter of
Intent
Request
Destruction or
Return of
Information &
Documents
B&M Coordinating
Office
Finalize Working
Group List
Send Working
Group List
Coordinate
Prepare Working
Group List
Working Group
List
Prepare
Transaction
Description and
Relevant Matrices
Corporate Organization
Chart
Employment/Labor Matrix
Group Summary Matrix
Real Property Matrix
Regulatory Matrix
Instructions to
Local Legal
Advisors
Acquisition Review
Acquisition
Review Buyer
Determine
Acquisition
Vehicle(s)
Coordinate
& Conduct
Coordinate
& Conduct
Acquisition
Review Buyer
Determine
Acquisition
Vehicle(s)
Coordinate
Client
Prepare Working
Group List
Seller's Counsel
Coordinate
Prepare Working
Group List
Working Group
List
Working Group
List
Seller
Coordinate
Prepare Working
Group List
Working Group
List
Client
B&M Coordinating
Office
Gather Information
for Regulatory and
Labor Analysis
Coordinate
Gather Information
for Regulatory and
Labor Analysis
Identify and
Analyze
Regulatory and
Labor Issues
Identify and
Analyze
Regulatory and
Labor Issues
Any
Regulatory Filing
Necessary?
Yes
Yes
Coordinate
Regulatory
Filings
Coordinate
Plan &
Organize
Coordinate
File Notification
at this time?
No
Seller
Seller's Counsel
Coordinate
Gather Information
for Regulatory and
Labor Analysis
Coordinate
Identify and
Analyze
Regulatory and
Labor Issues
Coordinate
Coordinate
Gather Information
for Regulatory and
Labor Analysis
Make
Regulatory
Filings
Seller
Seller's Counsel
Client
B&M Coordinating
Office
Prepare
Document List
Draft Purchase
and Ancillary
Agreements
Master Documents:
- Purchase Agreement
- Assignment and Assumption
Agreement
- Business Transfer Agreement Form
- Escrow Agreement (Indemnification)
- Intellectual Property Transfer
Documents
- Release
- Employee Benefits Allocation Agreement
- Employment Agreement
- Consulting Agreement
- Noncompetition Agreement
- Transitional Services Agreement
- Transitional Intellectual Property License
Baker & McKenzie Deal Team:
- Antitrust/Competition
- Banking
- Benefits, Employment & Labor
- Corporate/Compliance
- Environmental
- Intellectual Property, IT
- Litigation
- Real Estate
- Tax
- Other Practice Groups and offices
Client Deal Team:
- Business Development
- Environmental/Facilities
- Finance
- Human Resources &
Employee Benefits
- Intellectual Property, IT
- Investment Bank
- Legal Department
- Operations
- Real Estate
- Regulatory
- Risk Management
- Tax/Accounting
- Others
Purchase and
Ancillary
Agreements
Purchase and
Ancillary
Agreements
Review
&
Revise
Purchase and
Ancillary
Agreements
Purchase and
Ancillary
Agreements
Receive
Purchase and
Ancillary
Agreements
Review
Purchase and
Ancillary
Agreements
Review
&
Revise
Purchase and
Ancillary
Agreements
Client
B&M Coordinating
Office
Purchase and
Ancillary
Agreements
Receive
Draft Seller
Disclosure
Schedules
Prepare Draft
Buyer's
Disclosure
Schedules
Destroy or Return
Acquisition Review
Documents
Negotiate,
Revise & Finalize
Yes
Purchase and
Ancillary
Agreements
Negotiations
Successful?
Destroy or Return
Acquisition Review
Documents
No
Terminate
Transaction
Destroy or Return
Acquisition Review
Documents
Seller's Counsel
Purchase and
Ancillary
Agreements
Negotiate,
Revise & Finalize
Purchase and
Ancillary
Agreements
Prepare Final
Buyer's
Disclosure
Schedules
Compare
Documents
Compare
Documents
Coordinate
Review,
Revise
&
Finalize
Buyer's and
Seller's
Disclosure
Schedules
Review,
Revise
&
Finalize
Negotiate,
Revise & Finalize
Seller
Prepare Seller
Disclosure
Schedules
Receive Draft
Buyer's
Disclosure
Schedules
Request
Destruction or
Return of
Acquisition Review
Documents
Prepare Final
Seller's Disclosure
Schedules
Seller
Definitive
Purchase and
Ancillary
Agreements
Yes
Definitive
Purchase and
Ancillary
Agreements
Under Negotiated
Structure / Obtain
Missing Information
Obtain Approvals
Required for
Signing
Seller's Counsel
Client
B&M Coordinating
Office
Definitive
Purchase and
Ancillary
Agreements
Obtain Approvals
Required for
Signing
Complete Implementing
Documents
Identify and
Analyze
Regulatory and
Labor Notification
Issues
Coordinate
Coordinate
Identify and
Analyze
Regulatory and
Labor Notification
Issues
Coordinate
Coordinate
Identify and
Analyze
Regulatory and
Labor Notification
Issues
Identify and
Analyze
Regulatory and
Labor Notification
Issues
Coordinate
Regulatory
Filings and Labor
Notifications with
Buyer's Counsel
Coordinate
Coordinate
Identify and
Analyze
Regulatory and
Labor Notification
Issues
B&M Coordinating
Office
Acquisition
Vehicle(s)
Plan &
Organize
Acquisition
Vehicle(s)
Plan &
Organize
Client
Simultaneous
Sign & Close
Acquisition
Vehicle(s)
Simultaneous
or Bifurcated
Close
END
Seller
Seller's Counsel
Bifurcated
Sign & Close
B&M Coordinating
Office
Draft
Acquisition
Review Request
Client
Coordinate
Conduct Public
Records Search
Seller's Counsel
Acquisition
Review
Adequate?
Review Draft
Seller Disclosure
Schedules
Negotiate
Scope, Revise & Finalize
Draft
Acquisition
Review Request
Acquisition Review
Instructions
Review Draft
Acquisition Review
Request
Prepare Response
to Acquisition
Review Request
Negotiate
Scope, Revise & Finalize
Coordinate
Review Draft
Acquisition Review
Request
Prepare Response
to Acquisition
Review Request
Analyze Response
& Prepare
Preliminary
Acquisition Review
Report
Preliminary
Acquisition Review
Report
Baker & McKenzie Deal Team:
- Antitrust/Competition
- Banking
- Benefits, Employment & Labor
- Corporate/Compliance
- Environmental
- Intellectual Property, IT
- Litigation
- Real Estate
- Tax
- Other Practice Groups and
offices
Review Draft
Seller Disclosure
Schedules
Negotiate
Yes
Coordinate
Review Draft
Seller Disclosure
Schedules
Prepare Draft
Disclosure
Schedules & Send
to Buyer's Counsel
Coordinate
Send Response to
Acquisition Review
Request to
Buyer's Counsel
Final Acquisition
Review Report
Coordinate
Negotiate
Scope, Revise & Finalize
Seller
Analyze
Response,
Prepare &
Coordinate
Preliminary
Acquisition Review
Report
Prepare Draft
Disclosure
Schedules & Send
to Buyer's Counsel
Final Acquisition
Review Report
B&M Coordinating
Office
Prepare Closing
Checklists
Coordinate
Prepare Closing
Checklists
Seller
Seller's Counsel
Client
Compare
&
Finalize
Prepare
Closing Checklists
Closing Checklist:
- Share Purchase Agreement
- Share Transfer Documents
- Promissory Note
- Guarantee
- Letter of Credit
- Security Agreement
- Financing Agreement
- Escrow Agreement (Indemnification)
- Intellectual Property Transfer Documents
- Employment Agreement
- Consulting Agreement
- Noncompetition Agreement
- Regulatory Approvals/Clearances
- Labor Notifications
- Third Party Consents
- Lease/Sublease
- Novation Agreement
- Transitional Services Agreement
- Transitional Intellectual Property License
- Legal Opinions
- Shareholders Consent or Minutes of Meeting
and/or Directors Consent or Minutes of Meeting
- Disclosure Schedules/Letter
- Bring-Down Certificate
- Good Standing Certificates or Nearest Equivalent
- Officer's Certificates Regarding:
Charter Documents
Corporate Approvals
Incumbency
- Resignation of Officers and Directors, if necessary
- Corporate Books and Records
- Charter Amendments
- Name Change Filings, if necessary
- Registration of Trade Name Forms
- Closing Sequence and Flow of Funds
Memorandum
- Payment of Seller's Debt
- Payment of Purchase Price
- Share Certificates, if any
- Tax Certificates
Prepare, Review
and Revise Local
Closing
Documents
Coordinate
Prepare, Review
and Revise Local
Closing
Documents
Coordinate
Local Closing
Documents
Documents:
- Business Transfer Agreements
- Share Transfer Documents
- Other Required Transfer Documents
Coordinate
- Board/Shareholder Authorizing Resolutions
- Letter Offering or Confirming Transfer or
Continuation of Employment
- Powers of Attorney
Prepare, Review
- Good Standing Certificates or Nearest Equivalent
and Revise Local
- Officer's Certificates Regarding:
Closing
Charter Documents
Documents
Corporate Approvals
Incumbency
- Resignation of Officers and Directors, if necessary
- Charter Amendments
- Name Change Filings, if necessary
Coordinate
Negotiate
- Registration of Trade Name Forms
Revise & Finalize
- VAT Invoices
- Tax Certificates
Review Local
Closing
Documents
Local Closing
Documents
Review Local
Closing
Documents
Local Closing
Documents
Coordinate
Coordinate
Review Local
Closing
Documents
Local Closing
Documents
B&M Coordinating
Office
Prepare Execution
Copies of
Purchase &
Ancillary
Agreements
Coordinate and
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Prepare and
Assemble Other
Closing Deliveries
Manage Signing
and Closing of the
Transaction
Coordinate
Coordinate
Coordinate
Prepare and
Assemble Other
Closing Deliveries
Close the
Transaction
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Post Closing
Action Items
Client
Review Closing
Documents
Seller's Counsel
Coordinate
Prepare and
Assemble Other
Closing Deliveries
Sign and
Close the
Transaction
Post Closing
Action Items
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Coordinate
Regulatory Filings
and Labor
Notifications with
Buyer's Counsel
Seller
Coordinate
Review Closing
Documents
Sign and
Close the
Transaction
Post Closing
Action Items
Make Regulatory
Filings and Labor
Notifications, if
Necessary
B&M Coordinating
Office
Coordinate and
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Destroy or Return
Acquisition Review
Documents
Coordinate
Yes
Yes
Yes
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Destroy or Return
Acquisition Review
Documents
Sign Purchase
Agreement and Do
Not Close
Seller's Counsel
Client
Coordinate
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Coordinate
Regulatory Filings
and Labor
Notifications with
Buyer's Counsel
Seller
Coordinate
Sign Purchase
Agreement
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Closing
Conditions
Fulfilled by
Closing
Date?
No
Waive Closing
Conditions?
No
Closing
Conditions
Fulfilled By
Termination
Date?
No
Terminate
Transaction
Destroy or Return
Acquisition Review
Documents
Request
Destruction or
Return of
Acquisition Review
Documents
B&M Coordinating
Office
Prepare Closing
Checklists
Coordinate
Prepare Closing
Checklists
Seller
Seller's Counsel
Client
Compare
&
Finalize
Prepare
Closing Checklists
Closing Checklist:
- Share Purchase Agreement
- Share Transfer Documents
- Promissory Note
- Guarantee
- Letter of Credit
- Security Agreement
- Financing Agreement
- Escrow Agreement (Indemnification)
- Intellectual Property Transfer Documents
- Employment Agreement
- Consulting Agreement
- Noncompetition Agreement
- Regulatory Approvals/Clearances
- Labor Notifications
- Third Party Consents
- Lease/Sublease
- Novation Agreement
- Transitional Services Agreement
- Transitional Intellectual Property License
- Legal Opinions
- Shareholders Consent or Minutes of Meeting
and/or Directors Consent or Minutes of Meeting
- Disclosure Schedules/Letter
- Bring-Down Certificate
- Good Standing Certificates or Nearest Equivalent
- Officer's Certificates Regarding:
Charter Documents
Corporate Approvals
Incumbency
- Resignation of Officers and Directors, if necessary
- Corporate Books and Records
- Charter Amendments
- Name Change Filings, if necessary
- Registration of Trade Name Forms
- Closing Sequence and Flow of Funds
Memorandum
- Payment of Seller's Debt
- Payment of Purchase Price
- Share Certificates, if any
- Tax Certificates
Prepare, Review
and Revise Local
Closing
Documents
Coordinate
Prepare, Review
and Revise Local
Closing
Documents
Coordinate
Local Closing
Documents
Documents:
- Business Transfer Agreements
- Share Transfer Documents
- Other Required Transfer Documents
Coordinate
- Board/Shareholder Authorizing Resolutions
- Letter Offering or Confirming Transfer or
Continuation of Employment
- Powers of Attorney
Prepare, Review
- Good Standing Certificates or Nearest Equivalent
and Revise Local
- Officer's Certificates Regarding:
Closing
Charter Documents
Documents
Corporate Approvals
Incumbency
- Resignation of Officers and Directors, if necessary
- Charter Amendments
Coordinate
- Name Change Filings, if necessary
Negotiate
- Registration of Trade Name Forms
Revise & Finalize
- VAT Invoices
- Tax Certificates
Review Local
Closing
Documents
Local Closing
Documents
Review Local
Closing
Documents
Local Closing
Documents
Coordinate
Coordinate
Review Local
Closing
Documents
Local Closing
Documents
B&M Coordinating
Office
Prepare Execution
Copies of
Ancillary
Agreements
Coordinate and
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Prepare and
Assemble Other
Closing Deliveries
Manage Closing of
the Transaction
Coordinate
Coordinate
Coordinate
Prepare and
Assemble Other
Closing Deliveries
Close the
Transaction
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Post Closing
Action Items
Client
Review Closing
Documents
Seller's Counsel
Coordinate
Prepare and
Assemble Other
Closing Deliveries
Close the
Transaction
Post Closing
Action Items
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Coordinate
Regulatory Filings
and Labor
Notifications with
Buyer's Counsel
Seller
Coordinate
Review Closing
Documents
Close the
Transaction
Post Closing
Action Items
Make Regulatory
Filings and Labor
Notifications, if
Necessary
Appendix 2.2
Scoping Checklist
Question
1.
The Target
1.1
1.2
1.3
1.4
1.5
1.5.2
government contracts?
1.5.3
Response
Effect on Scope
185
Question
1.5.4
1.5.5
1.5.6
environmental matters?
1.5.7
1.6
1.7
1.8
Is the target in distress and if so, what impact may this have
on the transaction?
1.9
1.10
186
1.9.1
1.9.2
1.9.3
Response
Effect on Scope
Question
Response
Effect on Scope
for us?
1.11
1.12
Are there any environmental permits that are key for the
target business?
1.13
1.14
1.15
1.16
187
Question
1.17
Response
Effect on Scope
1.18
1.19
How important are real estate matters for the target business
overall? What properties are material to the conduct of the
target business?
1.20
1.21
188
Question
Response
Effect on Scope
2.
Strategic Rationale
2.1
what are the parts of the target business that are most
strategically important to us, and why?
2.1.2
2.1.3
189
Question
2.2
Effect on Scope
2.2.2
2.3
3.
3.1
3.2
190
Response
Question
3.3
What particular risks arise from the nature of the seller (e.g.
nature of seller (sovereign wealth fund, financial health,
reputation, etc.); nature of sellers business (e.g. polluting
industry, closeness to government, etc.)?
3.4
3.5
3.6
4.
Transaction Process
4.1
4.2
4.3
4.4
Response
Effect on Scope
191
Question
Response
Effect on Scope
Where:
4.5.1
4.5.2
4.5.3
Transaction Structure
5.1
5.2
5.3
192
Question
5.4
5.5
5.5.1
5.5.2
5.5.3
6.
Post-Acquisition Integration
6.1
Do we intend to maintain the target business on a standalone basis after the transaction or integrate it into our
organization?
6.2
6.3
Response
Effect on Scope
193
Question
6.4
6.5
6.6
Are there any other key strategic plans involving the target
or its business which may represent a significant departure
from its existing operations?
6.7
7.
7.1
7.2
7.3
194
Response
Effect on Scope
Question
7.4
7.5
Response
Effect on Scope
195
Appendix 3.1
Budget Template
Fee Estimate Initial Phase of Auction
1.
Country
Corporate Commercial
(Customers/
Suppliers/
Distributors
etc.)
Environ-mental/ Real
Labor
Health/Safety
Estate/Property /Employee
/Leases
Benefits
IP 1
Credit &
Finance 2
Tax
Litigation/ Regulatory/
Insurance Trade
Compliance
Other
areas
Total per
Country
Primary
Jurisdictions 3
Generally, we would not propose undertaking a detailed review of every patent and trademark registered around the
world in the initial phase of the investigation in the auction setting. Instead, we would typically propose working closely
with the clients internal team to focus the review on the targets pattern of, and procedures for, the protection of its
intellectual property rights and the more material items of IP, along with any related license agreements, litigation, etc.
The fee estimate would reflect only this initial, limited IP investigation.
2
Often, the clients internal team will review the detailed terms of the targets financing documents, particularly those at
the parent level. If the bid is structured on a debt free basis, we would typically propose focusing on change in
control triggers (and applicable penalty payments) in the credit documents at the local level, along with any liens or
security interests.
Baker & McKenzie
197
Country
Corporate Commercial
(Customers/
Suppliers/
Distributors
etc.)
Environ-mental/ Real
Labor
Health/Safety
Estate/Property /Employee
/Leases
Benefits
IP 1
Credit &
Finance 2
Tax
Litigation/ Regulatory/
Insurance Trade
Compliance
Other
areas
Total per
Country
[country]
[country]
Secondary
Jurisdiction 4
[country]
[country]
Other
Jurisdictions 5
TOTAL
3
The primary jurisdictions would generally be those in which the target owns or leases manufacturing or assembly
facilities, generates a material level of sales or has established a holding company for material subsidiaries and/or IP.
4
The secondary jurisdictions would generally be those jurisdictions in which the target has less significant sales and
service facilities. Due to the limited nature of information that is typically included in the offering memorandum with
respect to secondary jurisdictions, these figures would be more of a rough estimate, with some of the secondary
jurisdictions likely to be above, and others likely to be below, that figure. A jurisdiction which would otherwise be
categorized as secondary might move to the primary category (at least for IP purposes) if an R&D facility is located
in that jurisdiction.
5
A catch-all is often included, for example, if the offering memorandum references other jurisdictions where the target
markets, sells or services its products, often through agents or distributors, but detailed information as to the nature of the
activities in those jurisdictions is lacking.
198
2.
Included in 1.
3.
Included in 1.
4.
Total of $___________.
5.
Total of $___________.
The structure and nature of the report (e.g., whether a full legal review, exceptions only or some combination)
would be discussed with the client. However, for purposes of the initial diligence phase in the auction setting, the report
often takes the form of an executive summary (highlighting major value drivers and possible liability issues) as this is
likely to be of most assistance in informing and finalizing the clients next bid.
7
Where applicable, this would include investigating substantive issues and possible counter arguments to assist with final
bid preparation.
Baker & McKenzie
199
6.
Expenses
Summary of amounts:
a.
b.
c.
Regulatory assessment
d.
Expenses (approximate):
TOTAL:
200
Appendix 5.1
Confidentiality Agreement Checklist
Non-solicitation provisions.
Remedies.
Governing law.
201
Appendix 5.2
Letter of Intent Checklist
Parties.
The terminology used in the letter of intent with respect to financial matters
should conform to local usage, both corporate and accounting.
2
The need for an escrow or alternative means of securing the sellers
payment obligations (e.g., a bank guaranty) will depend upon an evaluation
of several factors, including the size of the parties (particularly the seller), the
availability of efficient legal remedies in the event that the seller fails to pay
and any setoff rights that the buyer may have.
Baker & McKenzie
203
Exclusivity.
Break fee.
Governing law.
205
Appendix 8.1
Buyers International HR Checklist for Non-US
Employee Transfers and Benefits
1.
Pre- Signing
Jurisdictions
207
208
Purchase Agreement
After Signing/Pre-Closing
Transfer of Employees
209
3.
Post-Closing
210
Azerbaijan - Baku
Baker & McKenzie - CIS, Limited
The Landmark III, 8th Floor
96 Nizami Street
Baku AZ1010
Azerbaijan
Tel: +994 12 497 18 01
Fax: +994 12 497 18 05
Bahrain - Manama
Baker & McKenzie Limited
18th Floor, West Tower
Bahrain Financial Harbour
PO Box 11981, Manama
Kingdom of Bahrain
Tel: +973 1710 2000
Fax: +973 1710 2020
Belgium - Antwerp
Baker & McKenzie CVBA/SCRL
Meir 24
2000 Antwerp
Belgium
Tel: +32 3 213 40 40
Fax: +32 3 213 40 45
Belgium - Brussels
Baker & McKenzie CVBA/SCRL
Avenue Louise 149 Louizalaan
11th Floor
1050 Brussels
Belgium
Tel: +32 2 639 36 11
Fax: +32 2 639 36 99
211
Belgium - ELC
Baker & McKenzie CVBA/SCRL
149 Avenue Louise
Eighth Floor
1050 Brussels
Belgium
Tel: +32 2 639 36 11
Fax: +32 2 639 36 99
Brazil - Brasilia
Trench, Rossi e Watanabe Advogados
SAF/S Quadra 02, Lote 04, Sala 203
Edificio Comercial Via Esplanada
Braslia - DF - 70070-600
Brazil
Tel: +55 61 2102 5000
Fax: +55 61 3327 3274
Brazil - Porto Alegre
Trench, Rossi e Watanabe Advogados
Avenida Borges de Medeiros, 2233,
4 andar - Centro
Porto Alegre, RS, 90110-150
Brazil
Tel: +55 51 3220 0900
Fax: +55 51 3220 0901
Brazil - Rio de Janeiro
Trench, Rossi e Watanabe Advogados
Av. Rio Branco, 1, 19 andar, Setor B
Rio de Janeiro, RJ, 20090-003
Brazil
Tel: +55 21 2206 4900
Fax: +55 21 2206 4949
Brazil - Sao Paulo
Trench, Rossi e Watanabe Advogados
Av. Dr. Chucri Zaidan, 920, 13 andar
Market Place Tower I
Sao Paulo, SP, 04583-904
Brazil
Tel: +55 11 3048 6800
Fax: +55 11 5506 3455
212
Canada - Toronto
Baker & McKenzie LLP
Brookfield Place
181 Bay Street, Suite 2100
P.O. Box 874
Toronto, Ontario M5J 2T3
Canada
Tel: +1 416 863 1221
Fax: +1 416 863 6275
Chile - Santiago
Baker & McKenzie Ltda.
Nueva Tajamar 481
Torre Norte, Piso 21
Las Condes, Santiago
Chile
Tel: +56 2 367 7000
Fax: +56 2 362 9876
China - Beijing
Baker & McKenzie LLP - Beijing
Representative Office
Suite 3401, China World Office 2
China World Trade Center
1 Jianguomenwai Dajie
Beijing 100004
Peoples Republic of China
Tel: +86 10 6535 3800
Fax: +86 10 6505 2309
China - Hong Kong - SAR
Baker & McKenzie
14th Floor, Hutchison House
10 Harcourt Road
Hong Kong, SAR
and
23rd Floor, One Pacific Place
88 Queensway
Hong Kong SAR
Tel: +852 2846 1888
Fax: +852 2845 0476
China - Shanghai
Baker & McKenzie LLP
Unit 1601, Jin Mao Tower
88 Century Avenue, Pudong
Shanghai 200121
Peoples Republic of China
Tel: +86 21 6105 8558
Fax: +86 21 5047 0020
Colombia - Bogota
Baker & McKenzie Colombia S.A.
Avenida 82 No. 10-62, piso 6
Bogot, D.C.
Colombia
Tel: +57 1 634 1500
Fax: +57 1 376 2211
England - London
Baker & McKenzie LLP
100 New Bridge Street
London EC4V 6JA
England
Tel: +44 20 7919 1000
Fax: +44 20 7919 1999
France - Paris
Baker & McKenzie SCP
1 rue Paul Baudry
75008 Paris
France
Tel: +33 1 44 17 53 00
Fax: +33 1 44 17 45 75
Germany - Berlin
Baker & McKenzie
Partnerschaft von Rechtsanwlten,
Wirtschaftsprfern, Steuerberatern und
Solicitors
Friedrichstrae 88/Unter den Linden
10117 Berlin
Germany
Tel: +49 30 2200281 0
Fax: +49 30 2200281 199
Egypt - Cairo
Baker & McKenzie
(Helmy, Hamza & Partners)
Nile City Building, North Tower
Twenty-First Floor
Cornich El Nil
Ramlet Beaulac, Cairo
Egypt
Tel: +20 2 2461 9301
Fax: +20 2 2461 9302
Germany - Dusseldorf
Baker & McKenzie
Partnerschaft von Rechtsanwlten,
Wirtschaftsprfern, Steuerberatern und
Solicitors
Neuer Zollhof 2
40221 Dusseldorf
Germany
Tel: +49 211 31 11 6 0
Fax: +49 211 31 11 6 199
213
Germany - Frankfurt
Baker & McKenzie
Partnerschaft von Rechtsanwlten,
Wirtschaftsprfern, Steuerberatern und
Solicitors
Bethmannstrasse 50-54
60311 Frankfurt/Main
Germany
Tel: +49 69 29 90 8 0
Fax: +49 69 29 90 8 108
Germany - Munich
Baker & McKenzie
Partnerschaft von Rechtsanwlten,
Wirtschaftsprfern, Steuerberatern und
Solicitors
Theatinerstrasse 23
80333 Munich
Germany
Tel: +49 89 55 23 8 0
Fax: +49 89 55 23 8 199
Hungary - Budapest
Kajtr Takcs Hegymegi-Barakonyi
Baker & McKenzie gyvdi Iroda
Dorottya utca 6.
1051 Budapest
Hungary
Tel: +36 1 302 3330
Fax: +36 1 302 3331
Indonesia - Jakarta
Hadiputranto, Hadinoto & Partners
The Indonesia Stock Exchange Building
Tower II, 21st Floor
Sudirman Central Business District
Jl. Jendral Sudirman Kav. 52-53
Jakarta 12190
Indonesia
Tel: +62 21 515 5090
Fax: +62 21 515 4840
214
Italy - Milan
Studio Professionale Associato a
Baker & McKenzie
3 Piazza Meda
20121 Milan
Italy
Tel: +39 02 76231 1
Fax: +39 02 76231 620
Italy - Rome
Studio Professionale Associato a
Baker & McKenzie
Viale di Villa Massimo, 57
00161 Rome
Italy
Tel: +39 06 44 06 31
Fax: +39 06 44 06 33 06
Japan - Tokyo
Baker & McKenzie
(Gaikokuho Joint Enterprise)
Ark Hills Sengokuyama Mori Tower,
28th Floor
1-9-10 Roppongi, Minato-ku
Tokyo 106-0032
Japan
Tel: +81 (0)3 6271 9900
Fax: +81 (0)3 5549 7720
Kazakhstan - Almaty
Baker & McKenzie - CIS, Limited
Samal Towers, Samal-2, 8th Fl.
97 Zholdasbekov Street
Almaty 050051
Kazakhstan
Tel: +7 727 330 05 00
Fax: +7 727 258 40 00
Luxembourg
Baker & McKenzie
12 rue Eugne Ruppert
2453 Luxembourg
Luxembourg
Tel.: +352 26 18 44 1
Fax: + 352 26 18 44 99
Malaysia - Kuala Lumpur
Wong & Partners
Level 21, The Gardens South Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel: Tel: +60 3 2298 7888
Fax: +60 3 2282 2669
Mexico - Guadalajara
Baker & McKenzie Abogados, S.C.
Blvd. Puerta de Hierro 5090
Fracc. Puerta de Hierro
45110 Zapopan, Jalisco
Mxico
Tel: +52 33 3848 5300
Fax: +52 33 3848 5399
Mexico - Juarez
Baker & McKenzie Abogados, S.C.
P.T. de la Republica 3304, Piso 1
32330 Cd. Jurez, Chihuahua
Mxico
Tel: +52 656 629 1300
Fax: +52 656 629 1399
Mexico - Mexico City
Baker & McKenzie, S.C.
Edificio Scotiabank Inverlat, Piso 12
Blvd. M. Avila Camacho 1
11009 Mxico, D.F.
Mxico
Tel: +52 55 5279 2900
Fax: +52 55 5279 2999
Mexico - Monterrey
Baker & McKenzie Abogados, S.C.
Oficinas en el Parque-Piso 10
Blvd. Antonio L. Rodrguez 1884 Pte.
64650 Monterrey, Nuevo Len
Mexico
Tel: +52 81 8399 1300
Fax: +52 81 8399 1399
Mexico - Tijuana
Baker & McKenzie Abogados, S.C.
Blvd. Agua Caliente 10611, Piso 1
22420 Tijuana, B.C.
Mxico
Mailing Address: P.O. Box 1205
Chula Vista, CA 91912
Tel: +52 664 633 4300
Fax: +52 664 633 4399
Morocco - Casablanca
Baker & McKenzie Maroc
Ghandi Mall - Immeuble 9
Boulevard Ghandi
20380 Casablanca
Morocco
Tel: +212 522 77 95 95
Fax: +212 522 77 95 96
The Netherlands - Amsterdam
Baker & McKenzie Amsterdam N.V.
Claude Debussylaan 54
1082 MD Amsterdam
P.O. Box 2720
1000 CS Amsterdam
The Netherlands
Tel: +31 20 551 7555
Fax: +31 20 626 7949
215
Peru - Lima
Estudio Echecopar
Av. De la Floresta 497, Piso 5
San Borja, Lima 41
Peru
Tel: +51 (1) 618 8500
Fax: +51 (1) 372 7171
Philippines - Manila
Quisumbing Torres
12th Floor, Net One Center
26th Street corner 3rd Avenue
Crescent Park West
Bonifacio Global City
Taguig, Metro Manila 1634
Philippines
Tel: +63 2 819 4700
Fax: +63 2 816 0080
Poland - Warsaw
Baker & McKenzie Gruszczynski i
Wspolnicy Attorneys at Law LP
Rondo ONZ 1
00-124 Warsaw
Poland
Tel: +48 22 445 31 00
Fax: +48 22 445 32 00
Qatar - Doha
Baker & McKenzie LLP
Al Fardan Office Tower
8th Floor
Al Funduq 61
Doha, PO Box 31316
Qatar
Tel: +974 4410 1817
Fax: +974 4410 1500
216
Russia - Moscow
Baker & McKenzie - CIS, Limited
White Gardens
9 Lesnaya Street
Moscow 125047
Russia
Tel: +7 495 787 2700
Fax: +7 495 787 2701
Russia - St. Petersburg
Baker & McKenzie - CIS, Limited
BolloevCenter, 2nd Floor
4A Grivtsova Lane
St. Petersburg 190000
Russia
Tel: +7 812 303 90 00
Fax: +7 812 325 60 13
Saudi Arabia - Riyadh
Legal Advisors in Association
with Baker & McKenzie Limited
Olayan Complex
Tower II, 3rd Floor
Al Ahsa Street, Malaz
P.O. Box 4288
Riyadh 11491
Saudi Arabia
Tel: +966 1 291 5561
Fax: +966 1 291 5571
Singapore
Baker & McKenzie.Wong & Leow
8 Marina Boulevard #05-01
Marina Bay Financial Centre Tower 1
Singapore 018981
Tel: +65 6338 1888
Fax: +65 6337 5100
Switzerland - Geneva
Baker & McKenzie Geneva
Rue Pedro-Meylan 5
1208 Geneva
Switzerland
Tel: +41 22 707 98 00
Fax: +41 22 707 98 01
Switzerland - Zurich
Baker & McKenzie Zurich
Holbeinstrasse 30
P.O. Box
8034 Zurich
Switzerland
Tel: +41 44 384 14 14
Fax: +41 44 384 12 84
Taiwan - Taipei
Baker & McKenzie
15th Floor, Hung Tai Center
No. 168, Tun Hwa North Road
Taipei 105
Taiwan
Tel: +886 2 2712 6151
Fax: +886 2 2716-9250
Thailand - Bangkok
Baker & McKenzie Limited
25th Floor, Abdulrahim Place
990 Rama IV Road
Bangkok 10500
Thailand
Tel: +66 2636 2000
Fax: +66 2626 2111
Turkey Istanbul
Esin Attorney Partnership
Levent Caddesi
Yeni Sulun Sokak No. 1
34330 1. Levent Besiktas Istanbul
Turkey
Tel: +90 212 376 64 00
Fax: +90 212 376 64 64
217
Ukraine - Kyiv
Baker & McKenzie - CIS, Limited
Renaissance Business Center
24 Vorovskoho St.
Kyiv 01054, Ukraine
Tel: +380 44 590 0101
Fax: +380 44 590 0110
United Arab Emirates Abu Dhabi
Baker & McKenzie LLP - Abu Dhabi
Villa A12, Marina Office Park
Breakwater, P.O. Box 42325 Abu Dhabi
United Arab Emirates
Tel: +971 2 658 1911
Fax: +971 2 658 1811
United Arab Emirates - Dubai
Baker & McKenzie Habib Al Mulla
Level 14, O14 Tower
Al Abraj Street, Business Bay,
P.O. Box 2268 Dubai
United Arab Emirates
T +971 4 423 0000
F +971 4 447 9777
218
Vietnam - Hanoi
Baker & McKenzie (Vietnam) Ltd.
(Hanoi Branch Office)
Unit 1001, 10th floor,
Indochina Plaza Hanoi
241 Xuan Thuy Street, Cau Giay District
Hanoi 10000
Vietnam
Tel: +84 4 3 825 1428
Fax: +84 4 3 825 1432
Vietnam - Ho Chi Minh City
Baker & McKenzie (Vietnam) Ltd.
12th Floor, Saigon Tower
29 Le Duan Blvd.
District 1, Ho Chi Minh City
Vietnam
Tel: +84 8 3 829 5585
Fax: +84 8 3 829 5618
Venezuela - Valencia
Baker & McKenzie SC
Edificio Torre Venezuela, Piso No. 4
Av. Bolivar cruce con Calle 154
(Misael Delgado)
Urbanizacin La Alegria
Valencia, Estado Carabobo
Venezuela
Tel: +58 241 824 8711
Fax: +58 241 824 6166
219
Related Publications
Post-Acquisition Integration Handbook. This handbook focuses on
the challenges of integrating an existing and newly acquired business
following a multinational business acquisition. It discusses major legal
issues and provides a guide to planning the business integration and its
legal implementation in order to save costs, develop synergies and
generate value for shareholders.
Guide to Business Dispositions. This guide focuses on the business
and legal considerations associated with disposition transactions. It
provides an organized collection of practical know-how and tools for
those contemplating disposing of a business.
International Joint Ventures Handbook. This handbook is a
practical guide to assist business and legal teams when assessing,
structuring and implementing joint ventures. It discusses major
business and legal considerations associated with international joint
ventures and provides tools to assist in gathering and assessing key
information that impacts joint venture planning.
A Legal Guide to Acquisitions and Doing Business in the United
States. This guide is intended primarily to help non-US clients
(lawyers and non-lawyers) understand the breadth and depth of
business and legal considerations associated with conducting business
in the United States.
Public Company Survival Guide. This guide provides tools designed
to assist those responsible for compliance with certain requirements
attendant to being a US public company.
All above publications may be ordered by emailing
na.cs@bakermckenzie.com.
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