Greg McNab

The Global Capital Markets Practice Group has released the Cross-Border IPO Index for the first half of 2016, a semi-annual scoring and analysis of cross-border IPO activity relative to overall IPO activity.
The global IPO market finally succumbed to negative sentiment in the first half of 2016. Issuers in total completed just 167 IPOs worldwide, raising just over US$25 billion, the smallest total by some distance since this index was created in 2011. This is US$40 billion less than H1 2015… Show more

The Global Capital Markets Practice Group has released the Cross-Border IPO Index for the first half of 2016, a semi-annual scoring and analysis of cross-border IPO activity relative to overall IPO activity.
The global IPO market finally succumbed to negative sentiment in the first half of 2016. Issuers in total completed just 167 IPOs worldwide, raising just over US$25 billion, the smallest total by some distance since this index was created in 2011. This is US$40 billion less than H1 2015 and 52% less than H1 2012, which was the worst first half since 2011 until now.
Negative sentiment is responsible for these exceptionally low levels of market activity, driven by a convergence of predominantly political event-driven uncertainty, now exacerbated by the United Kingdom's decision to leave the European Union. Show less

Baker & McKenzie is pleased to present Bird’s Eye View: Comparing Chinese Investment into North America and Europe, our latest report that compares the growth of Chinese outbound foreign direct investment (OFDI) in both regions, including investment patterns and drivers and economic and political risk factors that could impact future investment flows.

Key Findings:

- Europe and North America have emerged as major destinations.

- Changes in the Chinese economy are propelling… Show more

Baker & McKenzie is pleased to present Bird’s Eye View: Comparing Chinese Investment into North America and Europe, our latest report that compares the growth of Chinese outbound foreign direct investment (OFDI) in both regions, including investment patterns and drivers and economic and political risk factors that could impact future investment flows.

Key Findings:

- Europe and North America have emerged as major destinations.

- Changes in the Chinese economy are propelling interest in new types of overseas assets - Europe and North America are attractive destinations as Chinese firms tap into advanced technology and manufacturing, build brands and know-how, and diversify into safe-have assets.

- Investment patterns reflect the economic strengths of each region - Europe has been more attractive for Chinese investors seeking advanced manufacturing assets while North America has received greater investment in advanced services sectors.

- Government policy and regulations are shaping investment patterns
• In recent years, China has moved from a regime that required multiple approvals for OFDI to a system where most investments can go through a simpler and quicker recordal process.
• In April 2016, the National Development and Reform Commission (NDRC) issued draft amendments to current rules.
• The draft of the 13th Five Year Plan released in March 2016 put forward new initiatives such as “Internet Plus” and “Made in China 2025” that aim to accelerate the technological upgrading of China’s manufacturing capabilities.
• Europe's active pursuit of Chinese participation in infrastructure and transportation has attracted $10.5 billion Chinese investment in assets such as airports, power generation and water supply.
• The heavy presence of European companies in North America makes it increasingly important for Chinese buyers to assess CIFIUS-related risks for potential acquisitions of European companies.

- Long term projections point to continued growth. Show less

The possibility of the UK leaving the EU raises multiple questions and, at this point in time, uncertainty for firms that do business in the UK. The implications of a withdrawal will depend upon exactly how the UK’s future relationship with the EU will be structured. What is clear is that, even if the UK leaves the EU, UK companies will still have to comply with EU laws when doing business in the EU. What is less clear is the extent to which UK companies will have to obey those laws when… Show more

The possibility of the UK leaving the EU raises multiple questions and, at this point in time, uncertainty for firms that do business in the UK. The implications of a withdrawal will depend upon exactly how the UK’s future relationship with the EU will be structured. What is clear is that, even if the UK leaves the EU, UK companies will still have to comply with EU laws when doing business in the EU. What is less clear is the extent to which UK companies will have to obey those laws when operating outside of the EU and the degree of influence the UK will have in shaping those laws.

Planning Ahead

It is impossible at present to predict what the outcome of the referendum would be. If there is a Brexit, the implications for businesses will depend upon the structure of the revised UK/EU-27 relationship, as discussed above. Businesses should be aware that a Brexit — in whatever form — will have implications for the import and export of goods and services into and from the EU, and for the movement of persons/employees between the EU and UK, for example. Individual businesses should start evaluating the risks and opportunities arising from each potential outcome, and, if appropriate, take steps to influence a post-Brexit outcome.

Baker & McKenzie has created a Brexit Working Group which is considering, together with our clients, the potential legal and commercial implications of the UK’s potential withdrawal from the EU, based on each of the potential relationship models described above. We are keen to engage with you about the possible impact that a Brexit could have on your business or sector.

If you would like to discuss, please get in touch with me or alternatively, Ross Denton or Samantha Mobley in our London office. Our full report is available at the link above.
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Why do we need an area of protection?

We are currently running a 10-part series discussing particular provisions and concepts within hotel management agreements.

The purpose of this series is to discuss common hotel management agreement provisions and concepts from the perspective of both hotel managers and hotel owners. Hopefully, we will touch upon one or more topics, which spark an "I've always wondered why that is the way it is, but nobody has taken the time to explain it"… Show more

Why do we need an area of protection?

We are currently running a 10-part series discussing particular provisions and concepts within hotel management agreements.

The purpose of this series is to discuss common hotel management agreement provisions and concepts from the perspective of both hotel managers and hotel owners. Hopefully, we will touch upon one or more topics, which spark an "I've always wondered why that is the way it is, but nobody has taken the time to explain it" reaction with you. We trust the discussion goes some way to demystify the topic.

Our 10-part series will cover the following topics:

1. Why is the manager's fee based on hotel's revenue and profit and not some other basis?

2. Why do some agreements provide that the manager is the owner's agent and some do not?

3. Why does the owner employ most or all of the hotel employees (and not the manager)?

4. What is the risk/reward relationship between an owner and manager?

5. Why does the owner indemnify the manager?

6. Why do we need a non-disturbance deed between the owner, manager and financier?

7. Why do we need an area of protection?

8. Why is the owner usually prevented from selling the hotel to one of the manager's competitors?

9. Why does the manager impose restrictions on the owner's ability to finance the hotel?

10. What is the importance of brand standards?

We should also mention that there are many partners and other lawyers in our firm scattered across the globe that have experience and expertise in negotiating hotel management agreements. These lawyers have views on all the topics discussed in this series, which may vary from the views of the authors. Today, we will continue this series with the seventh topic.
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The attached report, "The Rise of Corporate PPAs - A new driver for renewables", summarizes the growing trend of corporates entering into renewable power purchase agreements.

Report findings suggest that corporate renewable PPAs will increase in the next 18 months (over the previous 18 months) across various jurisdictions (including the US, UK, Germany, South Africa, Mexico, Chile, Brazil, India and China) and various industries (including retailers, industrials, healthcare, financial… Show more

The attached report, "The Rise of Corporate PPAs - A new driver for renewables", summarizes the growing trend of corporates entering into renewable power purchase agreements.

Report findings suggest that corporate renewable PPAs will increase in the next 18 months (over the previous 18 months) across various jurisdictions (including the US, UK, Germany, South Africa, Mexico, Chile, Brazil, India and China) and various industries (including retailers, industrials, healthcare, financial institutions, mining and IT/C).

Additional key findings include:
1. Corporate renewable PPAs are surging around the world.
2. Early entrants to the corporate renewable PPA market are some of the world’s largest technology companies, but recently, the market has seen a diverse set of corporates including retailers, pharmaceuticals and industrials entering into renewable PPAs.
3. The primary motivation behind corporate renewable PPAs is economic, with green/sustainable advantages as a runner up.
4. The benefits of corporate renewable PPAs to offtakers and generators are huge, but careful consideration needs to be given due to unique risks when structuring these deals and structure complexity.
5. There are numerous ways to structure corporate renewable PPAs and, according to the survey, large corporates appear to prefer synthetic rather than standard PPAs.
6. Financing renewable energy projects with corporate PPAs is more challenging than financing projects with standard utility PPAs due to the often lower credit ratings of corporates, corporates' more frequent fluctuations in power demand, collateral allocation and other issues.

For further information regarding Baker & McKenzie’s renewable energy capabilities, publications and client activities , please visit our Global Renewable Energy and Clean Technology page (http://www.bakermckenzie.com/RenewableEnergy/).
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Today's technologies mean that it is even easier for companies to collect, copy and transfer personal data around the world. At the same time, the introduction of a wide range of privacy and security laws in a number of jurisdictions around the world impose complex and often inconsistent privacy and data protection standards impacting on multinational companies.

The eighth edition of the Global Privacy Handbook is now available. This continues to be an immensely popular publication… Show more

Today's technologies mean that it is even easier for companies to collect, copy and transfer personal data around the world. At the same time, the introduction of a wide range of privacy and security laws in a number of jurisdictions around the world impose complex and often inconsistent privacy and data protection standards impacting on multinational companies.

The eighth edition of the Global Privacy Handbook is now available. This continues to be an immensely popular publication, especially because of the escalating risks associated with the implementation and management of global databases, increasing outsourcing and transactional issues, litigation, internal investigation and crisis management concerns, all of which can trigger a variety of privacy compliance issues.

Updated and expanded covering 63 countries, with the additions this year of Croatia, Denmark, Finland, Greece, Ireland, New Zealand, Norway, Paraguay, Portugal, Saudi Arabia, Uruguay and California, USA.

Comparison of jurisdictional content has been made easier via our dedicated site, an online tool that enables you to compare privacy, information management and data security standards and requirements at your desk.

We are also delighted to let you know that the updated handbook content is also available through our updated Privacy App. The App allows you to browse and read content by jurisdiction or by topic. It also features simple search functions to make it easier to locate content you seek in each summary. You will also be able to connect with our Global Privacy Specialists with a simple click. Download free from Apple Store or Google Play.

If you would like to receive a copy of this publication, kindly fill out the request form on the link above. Show less

If chosen carefully, the right stock exchange for a cross-border listing can benefit a company with multinational operations by providing:
Access to additional capital
Favorable P/E multiples
Visibility
Enhanced investor perception

Our securities lawyers continuously update our resources to assist both issuers and investments banks seamlessly navigate regulatory complexities across borders. The 2012 edition of the Cross-Border Listings Handbook includes summaries of 25… Show more

If chosen carefully, the right stock exchange for a cross-border listing can benefit a company with multinational operations by providing:
Access to additional capital
Favorable P/E multiples
Visibility
Enhanced investor perception

Our securities lawyers continuously update our resources to assist both issuers and investments banks seamlessly navigate regulatory complexities across borders. The 2012 edition of the Cross-Border Listings Handbook includes summaries of 25 global stock exchanges. The handbook also features comparisons of key requirements among exchanges around the world, including:
- NYSE, London (Main Market), and Hong Kong
- NYSE & NASDAQ
- London (Main Market) & London (AIM)
- Hong Kong & Singapore
- Australia, Toronto, and Hong Kong

The Cross-Border Listings Handbook enables companies to compare exchange requirements to determine which exchange meets their objectives and helps guide them as they navigate the complexities involved in listing securities abroad.

We are pleased to offer our Cross-Border Listings Handbook in eBook format for your iPad, Kindle or Nook and in hard copy. Please see the link above for details on how to order it.

Our Securities Practice Group is also pleased to announce that our new Cross-Border Listings App for iPad and iPhone is now available on the App Store. The new app is an interactive and robust legal tool designed to help companies and financial institutions navigate the regulatory complexities of listing securities around the world.
Cross-Border Listings App users can:
View listing summaries for more than 25 stock exchanges
Compare listing requirements among exchanges
Scroll through an interactive map
Search, bookmark and add notes
Email summaries
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The outbreak of an infectious disease can bring terrible consequences to large numbers of people in a short period of time. We have prepared this alert for the resource industry to help it prepare for or minimize the impact of an infectious disease outbreak.

For many businesses, its labour force is a critical part of its success and cannot be easily or quickly replaced. So considerations that negatively impact a company’s ability to have a productive and available workforce in place… Show more

The outbreak of an infectious disease can bring terrible consequences to large numbers of people in a short period of time. We have prepared this alert for the resource industry to help it prepare for or minimize the impact of an infectious disease outbreak.

For many businesses, its labour force is a critical part of its success and cannot be easily or quickly replaced. So considerations that negatively impact a company’s ability to have a productive and available workforce in place should receive a high priority. The resources sector is particularly vulnerable to this reliance and management cannot usually step in to maintain company operations in the event of a disruption.

While companies worldwide struggle to deal with the risks and take steps to protect their employees against the impact of an infectious disease outbreak, some solutions simply do not work in the resource sector. For example, while some companies can ask employees to work from home to minimize the risk, this option is not available in the resource sector.

It is important to remember that recent issues and situations are not new. Companies should already have thought through these situations in connection with threats such as tuberculosis, hepatitis and HIV. So what should a resource company do, or be prepared to do, to minimize the impact of an Ebola outbreak?
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During the G8 conference held in Northern Ireland in June 2013, Canadian Prime Minister, Stephen Harper, announced that Canada would adopt tougher reporting standards to encourage greater transparency in the energy and mining sectors. On October 23, 2014, the Canadian government delivered on its promise and introduced legislation to enact the Extractive Sector Transparency Measures Act. The Act mandates mining and oil & gas companies to disclose public payments made for the purpose of… Show more

During the G8 conference held in Northern Ireland in June 2013, Canadian Prime Minister, Stephen Harper, announced that Canada would adopt tougher reporting standards to encourage greater transparency in the energy and mining sectors. On October 23, 2014, the Canadian government delivered on its promise and introduced legislation to enact the Extractive Sector Transparency Measures Act. The Act mandates mining and oil & gas companies to disclose public payments made for the purpose of commercial development of oil, gas and minerals, and takes positive steps towards tackling domestic and foreign corruption in line with international commitments. Show less

Cross-Border Listings: A guide for mining companies summarizes key listing and mining-specific requirements for stock exchanges in Australia, Hong Kong, Johannesburg, London and Toronto. From major international finance hubs to other international markets that are particularly attractive to development-phase companies, mining companies undertaking capital raisings have a wide range of stock exchanges to choose from throughout the world.

Conducted by Baker & McKenzie and Infrastructure Journal, the report, entitled Power Shift: The Rise of Export Credit & Development Finance in Major Projects, takes the most in-depth look to date at the role these institutions play in funding the projects that will meet the world's future energy and infrastructure needs

For what may be the first time in Canada, the Ontario Superior Court has allowed civil lawsuits against a Canadian mining company to proceed to trial in Ontario, where the claims are based largely upon wrongs allegedly carried out at a foreign operation. In Choc v. Hudbay Minerals Inc., the mining company and its subsidiaries sought to have the lawsuits, which involve allegations of human rights violations at a Guatemalan mining project, dismissed before trial. In its procedural decision, the… Show more

For what may be the first time in Canada, the Ontario Superior Court has allowed civil lawsuits against a Canadian mining company to proceed to trial in Ontario, where the claims are based largely upon wrongs allegedly carried out at a foreign operation. In Choc v. Hudbay Minerals Inc., the mining company and its subsidiaries sought to have the lawsuits, which involve allegations of human rights violations at a Guatemalan mining project, dismissed before trial. In its procedural decision, the Court considered established tests regarding “piercing the corporate veil” and the “duty of care” in relation to new facts, resulting in a potentially noteworthy decision.

The plaintiffs’ allegations have not been proven and the issue of liability will not be decided until trial. Notwithstanding that the Court’s decision was procedural, the fact that it allowed the claims to proceed to trial In Ontario may have an impact on Canadian mining companies that take an active role in overseeing foreign operations. If the plaintiffs are ultimately successful on the merits of their claims, this case may lead to increased exposure and liabilities for Canadian companies working abroad. Show less

Baker & McKenzie's new thought leadership report titled “The Future for Clean Energy in Africa” provides insight into investment and development trends in Africa’s clean energy sector. The report is based on a survey of 140 senior executives and complemented by in-depth interviews with industry stakeholders from around the world.
The five key findings are:
1. Wind, solar, hydro and biomass projects will play a major role in meeting Africa's growing power needs. Geothermal power also… Show more

Baker & McKenzie's new thought leadership report titled “The Future for Clean Energy in Africa” provides insight into investment and development trends in Africa’s clean energy sector. The report is based on a survey of 140 senior executives and complemented by in-depth interviews with industry stakeholders from around the world.
The five key findings are:
1. Wind, solar, hydro and biomass projects will play a major role in meeting Africa's growing power needs. Geothermal power also has potential in East Africa.
2 South Africa and Morocco will account for the majority of installed renewables capacity in the short term.
3 African renewables projects offer great rewards but also present an additional set of risks that investors and developers may not have encountered in other markets. It is important to adopt the right long-term approach and to structure investments appropriately.
4 Debt financing for African renewables is currently quite limited. Investors need to forge relationships with local banks and international development financial institutions.
5 Asian investors are increasingly targeting African renewable energy projects.
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Prior to the start of the G8 conference in Northern Ireland on June 12, 2013, Canadian Prime Minister, Stephen Harper, announced that Canada is adopting tougher reporting standards to encourage greater corporate transparency in the energy and mining sectors, committing to Canadian initiatives and following in the footsteps of the U.S., Europe and Hong Kong.
Many argue that as a world leader in the mining industry it is important that Canada develops mandatory disclosure rules – almost 60%… Show more

Prior to the start of the G8 conference in Northern Ireland on June 12, 2013, Canadian Prime Minister, Stephen Harper, announced that Canada is adopting tougher reporting standards to encourage greater corporate transparency in the energy and mining sectors, committing to Canadian initiatives and following in the footsteps of the U.S., Europe and Hong Kong.
Many argue that as a world leader in the mining industry it is important that Canada develops mandatory disclosure rules – almost 60% of the world's public mining companies are listed on the Toronto Stock Exchanges, pursuing more than 9,000 projects all over the world. Therefore Canadian initiatives could have a major global effect in promoting the Extractive Industries Transparency Initiative, a voluntary regime which has now been adopted by more than 35 resource-rich countries.
Traditionally, Canada has led the way in public company disclosure through measures such as National Instrument 43-101- Standards of Disclosure for Mineral Projects. Recently proposed mandatory reporting standards are aimed at building on the current regime by increasing transparency in regards to payments made to governments around the world. Prime Minister Harper's announcement gained express support from the Mining Association of Canada and the Prospectors & Developers Association of Canada, who, along with NGOs Publish What You Pay-Canada and the Revenue Watch Institute, created the Resource Revenue Transparency Working Group in 2012 to develop a framework for the reporting of payments to governments by the mining sector.
Although the federal government is not obliged to use the RRTWG framework, using it as a guideline will help to ensure that new requirements are mindful of industry interests, as the framework was created through extensive cross-sector consultations with mining companies, investors, industry experts, government officials and civil society groups across Canada. Show less

In the latest move in a series of reforms in the Quebec mining industry, on May 29, 2013, the Quebec Minister of Natural Resources introduced Quebec's proposed new Mining Act, Bill 43 (Quebec), into the Quebec Assembly. The economically focussed changes and disclosure requirements included in Bill 43 build on the amendments to the mining tax regime discussed in our previous alerts.
Bill 43 is seen as the replacement for the existing Mining Act, 1987 (Quebec) and retains most of the current… Show more

In the latest move in a series of reforms in the Quebec mining industry, on May 29, 2013, the Quebec Minister of Natural Resources introduced Quebec's proposed new Mining Act, Bill 43 (Quebec), into the Quebec Assembly. The economically focussed changes and disclosure requirements included in Bill 43 build on the amendments to the mining tax regime discussed in our previous alerts.
Bill 43 is seen as the replacement for the existing Mining Act, 1987 (Quebec) and retains most of the current rules in relation to rights and ownership contained within it. There are, however, a number of significant changes proposed in Bill 43, including:
(a) changes in regards to the rights of municipalities to oversee mining activities;
(b) increased obligations for mining rights holders in a bid to create further responsibility and transparency;
(c) further environmental and economic considerations; and
(d) increased powers of the Minister.
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During Carbon Expo in Barcelona, Spain, Baker & McKenzie participated in Ecosystem Marketplace's release of its latest report. For those with an interest in voluntary carbon markets, this report provides an excellent update. Highlights include that voluntary demand for carbon offsetting grew 4% in 2012, when buyers committed more than $523 million to offset 101 million metric tonnes of greenhouse gas emissions. Private sector buyers flocked to offsets earned by planting trees, saving tropical… Show more

During Carbon Expo in Barcelona, Spain, Baker & McKenzie participated in Ecosystem Marketplace's release of its latest report. For those with an interest in voluntary carbon markets, this report provides an excellent update. Highlights include that voluntary demand for carbon offsetting grew 4% in 2012, when buyers committed more than $523 million to offset 101 million metric tonnes of greenhouse gas emissions. Private sector buyers flocked to offsets earned by planting trees, saving tropical forests, or distributing clean cookstoves in the developing world.

The European private sector, including regulated energy utilities, was the market’s biggest voluntary buyer – seeing demand grow 34% to 43.4 million tonnes of offsets even in the face of significant challenges to Europe’s mandatory carbon market.

Across the pond, United States-based corporations, ranging from The Walt Disney Company to Chevrolet, offset more emissions than buyers in any other single country at 28.7 million tonnes. A little over a third of offsets purchased by US buyers (9.7 million tonnes) were obtained for future use in California’s emerging cap-and-trade program. Show less

Our previous alerts ("Changes to Quebec's Mining Tax Regime", "Quebec Premier Targets March for Mining Royalty Consultations") and ("Quebec to Increase Mining Royalties and Introduce New Mining Tax") alluded to the imminent arrival of a new mining tax and/or increase in mining royalties in Quebec, Canada. Earlier this week the Quebec government (led by the Parti Québécois) followed through on its promise and released the new Quebec mining tax regime.

The new regime aims to ensure that… Show more

Our previous alerts ("Changes to Quebec's Mining Tax Regime", "Quebec Premier Targets March for Mining Royalty Consultations") and ("Quebec to Increase Mining Royalties and Introduce New Mining Tax") alluded to the imminent arrival of a new mining tax and/or increase in mining royalties in Quebec, Canada. Earlier this week the Quebec government (led by the Parti Québécois) followed through on its promise and released the new Quebec mining tax regime.

The new regime aims to ensure that all Quebecers benefit from the natural resources industry and prevents companies operating in the province from avoiding tax liability - a direct response to the criticism that at least 10 mining companies didn't pay any taxes to the province in 2011.

The new regime will take effect in 2014 and will require any mining operation to pay the higher of two charges:

1. A royalty on production - a 1% tax on the first CAD$ 80 million of output value at the mine shaft head and 4% on any value in excess of that. This applies to all companies operating a mine in Quebec regardless of profitability.

2. A graduated tax based on a company's profit margin - a tax rate of 16% to 28% will apply to annual profit according to the company's profit margin. The tax on annual profit will be based on the same tax base that is used under the current regime to calculate mining royalties.

In addition, the processing of ore in Quebec is being promoted by enhancing the allowance for ore processing. Depending on the type of asset, a corporation involved in processing activities will benefit from an increase of 7% to 10% or from 13% to 20% of the applicable rate in respect of the processing assets.

The government also stated that the upcoming mining act would include better protection for the environment and enhance the transparency of mining operations. Show less

Our firm's new report is based on a survey of senior executives from developed and high growth markets (BRICS, Vietnam, Indonesia and Turkey) conducted by the Economist Intelligence Unit. It examines current and emerging trends in cross-border M&A and identifies factors influencing success and potential risk factors that can affect companies as they expand into new markets.
According to the survey, companies in emerging regions are willing to consider a much wider range of potential markets… Show more

Our firm's new report is based on a survey of senior executives from developed and high growth markets (BRICS, Vietnam, Indonesia and Turkey) conducted by the Economist Intelligence Unit. It examines current and emerging trends in cross-border M&A and identifies factors influencing success and potential risk factors that can affect companies as they expand into new markets.
According to the survey, companies in emerging regions are willing to consider a much wider range of potential markets and to pursue targets in a larger number of countries than their developed-market peers (103 vs. 82). Many of these target markets, such as Cambodia, Chile, Latvia, Malaysia, Ukraine and several African countries have, until now, attracted little interest from most developed-market acquirers.
Despite the differences in M&A strategies of companies located in emerging and developed markets, all survey respondents agree on certain success and risk factors associated with expansion into new markets, including:
- Corporate compliance is the primary concern for dealmakers moving forward.
- Concern over cultural barriers is diminishing as cross-border M&A increases.
- A successful acquisition requires comprehensive integration planning.
Other interesting insights are uncovered in Opportunities Across High-Growth Markets: Trends in Cross-Border M&A, such as:
- Strategic buyers have the advantage in high-growth markets.
- Debt to finance cross-border M&A.
- Customer retention and margin expansion key to integration. Show less

In January 2013 the British Colombia Securities Commission released a report outlining the disclosure issues faced by issuing mining companies in conjunction with National Instrument 43-101 ("NI 43-101").

The report showed that disclosure in the required filings measured was 65% compliant, whereas voluntary disclosure was only 50% compliant. Thus highlighting that mining companies are not giving the same attention to detail to their voluntary disclosure (including websites, investor… Show more

In January 2013 the British Colombia Securities Commission released a report outlining the disclosure issues faced by issuing mining companies in conjunction with National Instrument 43-101 ("NI 43-101").

The report showed that disclosure in the required filings measured was 65% compliant, whereas voluntary disclosure was only 50% compliant. Thus highlighting that mining companies are not giving the same attention to detail to their voluntary disclosure (including websites, investor relations materials, email promotions, social media sites and corporate presentations) as they are to their required filings (news releases, technical reports, management discussion and analysis (MD&A) and annual information forms).

For breaching disclosure requirements, NI 43-101 provides a variety of steps that can be taken by the regulators to ensure compliance. Remedies vary depending on the severity and potential risks to investors, and although corrected filings can fix disclosures going forward, the company is still responsible for the consequences of the original breach.

To help resource issuers avoid sanctions from regulators and bad publicity, we have repeated the BCSC’s three high level checklists to help ensure you comply with the requirements of NI 43-101. These short lists focus on the issues companies most often are weak on, and will likely overlap with existing compliance policies.
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On April 23, 2013, the Ontario Securities Commission, on behalf of all Canadian securities regulators, issued an exemptive relief order and provided an additional permission as well as an advisory letter (together the “Order”) exempting named Canadian and foreign broker-dealers from having to provide “wrapper” disclosure in connection with certain specified private placements. Normally, an offering of securities to Canadian purchasers pursuant to an exemption from local prospectus requirements… Show more

On April 23, 2013, the Ontario Securities Commission, on behalf of all Canadian securities regulators, issued an exemptive relief order and provided an additional permission as well as an advisory letter (together the “Order”) exempting named Canadian and foreign broker-dealers from having to provide “wrapper” disclosure in connection with certain specified private placements. Normally, an offering of securities to Canadian purchasers pursuant to an exemption from local prospectus requirements necessitates certain prescribed Canadian disclosure be included in the offering document or provided as a separate “wrapper” to the offering document. According to the Order, this disclosure will not be required where certain conditions are fulfilled.

The Order applies in limited circumstances and many, if not most, private placements into Canada will still require that a wrapper be prepared. However, in certain circumstances, more fully described below, securities may be distributed in Canada with no Canadian required disclosure.
The Order does not take effect for 60 days to allow other broker-dealers an opportunity to apply for equivalent relief. Show less

Baker & McKenzie has launched a report: Mining Investment - local challenges, global implications, which addresses many of the issues now facing the mining sector globally.

The Firm surveyed more than 300 industry leaders across six key mining jurisdictions - Australia, Brazil, Canada, China, Indonesia and South Africa. While each jurisdiction has its own specific issues, the common theme across all surveyed is that investing in mining is becoming more difficult and far less certain due… Show more

Baker & McKenzie has launched a report: Mining Investment - local challenges, global implications, which addresses many of the issues now facing the mining sector globally.

The Firm surveyed more than 300 industry leaders across six key mining jurisdictions - Australia, Brazil, Canada, China, Indonesia and South Africa. While each jurisdiction has its own specific issues, the common theme across all surveyed is that investing in mining is becoming more difficult and far less certain due to a number of factors including an increase in the complexity of regulation, the rising trend of resource nationalism, bribery and corruption, and rising costs of doing business.

Canada stood out from the six jurisdictions surveyed for its competitive tax structure, stable political landscape and well-developed capital markets. Of the executives commenting on Canada, 73% said there was about the right amount of government involvement in Canadian mining.

"More and more mining industry participants are being drawn to the frontier regions of Africa, Asia and Latin America for their growth opportunities. The development of these regions provides increased competition to the established mining jurisdictions – all the more reason to consider whether their regulatory arrangements and other controllable issues are optimal."

“Identifying compliance risks and consultation with indigenous groups and local stakeholders are critical to getting any new project to start without immediate setbacks,” said Greg McNab, Partner in Baker & McKenzie’s Toronto office and contributor to the report.

Of the executives commenting on China, sound infrastructure is said to be among the most important factors when it comes to investing in the country’s mining industry. Brazil, China, Indonesia, South Africa all continue to face issues addressing crime, bribery and corruption but are also presented with significant opportunities. Show less

Beginning on November 1, 2012, new rules under Ontario’s Mining Act take effect that will impact mining companies carrying on business in Ontario. These changes reflect key components of the updated Mining Act passed in 2009 to further promote mineral exploration and development in a manner that recognizes Aboriginal and treaty rights, is more respectful of private landowners and minimizes the impact of mineral exploration and development on the environment.



The Ontario… Show more

Beginning on November 1, 2012, new rules under Ontario’s Mining Act take effect that will impact mining companies carrying on business in Ontario. These changes reflect key components of the updated Mining Act passed in 2009 to further promote mineral exploration and development in a manner that recognizes Aboriginal and treaty rights, is more respectful of private landowners and minimizes the impact of mineral exploration and development on the environment.



The Ontario government claims that these new rules and tools will help provide clarity and certainty to industry, ensure ongoing engagement by industry with affected Aboriginal communities and help build positive relationships with surface rights owners. The changes identified below will be fully implemented by April 1, 2013. Show less

Baker & McKenzie has launched a report, Public-Private Partnerships – evolution or revolution? which reveals there is a greater level of satisfaction with Australia's PPP model than recent discourse indicates.

The Firm surveyed a broad range of industry players from both government and private sectors who have significant and recent experience working on PPPs.

Led by partners Ken Gray and Geoff Wood, the Firm's report also highlights calls for changes to the PPP model and… Show more

Baker & McKenzie has launched a report, Public-Private Partnerships – evolution or revolution? which reveals there is a greater level of satisfaction with Australia's PPP model than recent discourse indicates.

The Firm surveyed a broad range of industry players from both government and private sectors who have significant and recent experience working on PPPs.

Led by partners Ken Gray and Geoff Wood, the Firm's report also highlights calls for changes to the PPP model and suggestions for improvement.

Wood said the majority (62 percent) of respondents were happy with their last PPP but it's clear challenges for the market remain.

"There are three key issues raised by our survey respondents that really stand out in our report. The first is around the need for a greater pipeline of opportunities. Second, bidding processes are overly complex and far too expensive.

"Third, there is strong support from both the public and private sectors to introduce a centralised government approvals mechanism for PPPs in each jurisdiction," he said.

Gray added that the Government and market participants need to identify solutions.

"The overarching objective must be to ensure that the PPP model continues to meet the goals of all participants so critical infrastructure is delivered in a manner that provides value for money for the public and private sectors, whilst allocating risk appropriately and providing incentive for the private sector to provide the efficiency and innovation it is best placed to deliver," he said.

Public-Private Partnerships – evolution or revolution? is Baker & McKenzie's second report in its Global Business Challenges series. The Firm's third report in this series will be released on 27 March 2012. Show less

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