There are many gaps in the literature regarding emerging market mergers and acquisitions (“EM M&A”). In particular, there is sparse research on specific subjects within this nexus, which lack a more practical perspective and insights into parties acquiring, or advising an acquirer, in EM companies and assets. As such, this chapter proposes to combine a summary of the existing literature together with the author’s professional experience (a Brazilian lawyer’s perspective), to present a practical view oriented to fuller and richer assessments of EM M&A. Although valuation is one of the main steps in any M&A transaction, risk assessment is also an important and challenging part of it. The author focuses on legal, regulatory, and corporate governance issues and how they affect due diligence before the deal and the negotiation of a share purchase agreement and a shareholders’ agreement. Broader but related issues other than legal, regulatory, and corporate governance are also discussed. This chapter is not intended to present a comprehensive guide or even to provide an exhaustive list of every issue on the subject and will instead center its focus on the main common concerns to EM M&A more generally. The author concludes that historical context, the rule of law and ownership concentration in EM are distinct from developed markets and thus suggests that successful acquisition depends on adequate due diligence that also contemplates pre and post policy and regulatory risks as well as addressing contractual protections considering country practice on interpretation and enforcement of contracts. All issues which can impact final asset transaction pricing.

错误:搜索内容不能为空,请输入英文关键词
错误:关键词超出字数限制,请精简
高级检索

Beyond Valuation: Legal, Regulatory, and Corporate Governance Issues in Emerging Market M&A

  • Mauricio Ribeiro Maciel

摘要

There are many gaps in the literature regarding emerging market mergers and acquisitions (“EM M&A”). In particular, there is sparse research on specific subjects within this nexus, which lack a more practical perspective and insights into parties acquiring, or advising an acquirer, in EM companies and assets. As such, this chapter proposes to combine a summary of the existing literature together with the author’s professional experience (a Brazilian lawyer’s perspective), to present a practical view oriented to fuller and richer assessments of EM M&A. Although valuation is one of the main steps in any M&A transaction, risk assessment is also an important and challenging part of it. The author focuses on legal, regulatory, and corporate governance issues and how they affect due diligence before the deal and the negotiation of a share purchase agreement and a shareholders’ agreement. Broader but related issues other than legal, regulatory, and corporate governance are also discussed. This chapter is not intended to present a comprehensive guide or even to provide an exhaustive list of every issue on the subject and will instead center its focus on the main common concerns to EM M&A more generally. The author concludes that historical context, the rule of law and ownership concentration in EM are distinct from developed markets and thus suggests that successful acquisition depends on adequate due diligence that also contemplates pre and post policy and regulatory risks as well as addressing contractual protections considering country practice on interpretation and enforcement of contracts. All issues which can impact final asset transaction pricing.