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Cross-Border Mergers and Acquisitions

The Case of Merger Control v. Merger Deregulation

Mohammad Bedier

This book provides the reader with an overview of the origin of corporations and the history of mergers and acquisitions. It demystifies the dynamics of mergers and identifies the unique impediments facing cross-border mergers and acquisitions, with great attention to the pre-merger control laws and regulations, in several regions (US, EU, and Middle East). Most importantly, it discusses and assesses merger deregulation and other key reforming proposals.
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Table of legislation

Mohammad Bedier

I. AUSTRALIA

Act No. 92 of 1975 (The Foreign Acquisitions and Takeovers Act)173, 176

II. CANADA

An Act for the Prevention and Suppression of Combinations Formed in Restraint of Trade. S.C. 1889, 52 Vic., c. 4135
Investment Canada Act, R.S.C. 1985, I-21.8173

III. EGYPT

The Penal Code, promulgated by Law No. 58 of 1937213
The Criminal Procedures Law, promulgated by Law No. 150 of 1950216
Law No. 12 of 1976 (Establishing the Egyptian Electricity Authority)177
Law No. 121 of 1982 (Law Concerning the Importing Registry)172
Law No. 230 of 1996 (Regulating Owning a Real Estate or Unoccupied Lands by Foreigners)172
Law No. 91 of 2005 (Income Tax Law)132, 190
The Law of Protection of Competition and Prevention of Monopolistic Practices, promulgated by Law No. 3 of 2005214
The Law of Economic Courts, promulgated by Law No. 120 of 2008216
The Electricity Law, promulgated by Law No. 87 of 2015177

IV. EUROPEAN UNION

The Treaty Establishing the European Economic Community, Rome Treaty, 25 March 1957, Not Published43, 205
Council Regulation (EEC) No. 4064/89 of 21 December 1989 on the control of concentrations between undertakings, O.J. L 257/90, 21.12.1989, pp.1–12205
The Treaty on European Union, Maastricht Treaty, OJ C 191, 29.7.199243
Council and Commission Decision of 30 October 1997 on the conclusion of the Partnership and Cooperation Agreement between the European Communities and their Member States, of the one part, and the Russian Federation, of the other part, Official Journal L 327, 28.11.1997, pp. 1–2287
Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses164
Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation), Official Journal L 24, 29.01.2004, pp.1–22207
Directive of the European Parliament and of the Council on Cross-border Mergers of Limited Liability Companies, 27.07.2005, PE-CONS 3632/05155, 290
Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies, Official Journal L 310, 25.11.2005, p.1–9164
Directive 2005/36/EC of the European Parliament and of the Council of 7 September 2005 on the recognition of professional qualifications, Official Journal L 255/22, 30.09.2005, pp. 22–142316
The Treaty of Lisbon, Official Journal C 306, 17.12.200743, 212
Treaty on the Functioning of the European Union, Official Journal C 326, 26.10.2012, p.47–39043, 205, 210, 226, 230

V. FRANCE

Le Chapelier Act of June 14–17, 179135

VI. GERMANY

The Foreign Trade and Payments Act (Außenwirtschaftsgesetz)174

VII. QATAR

Law No. 13 of 2000 (The Law Regulating the Investment of Non-Qatari Capital in Economic Activities)171

VIII. UNITED KINGDOM

Statute of Monopolies of 1623 Chapter 3 21 Ja 161
Bubble Act of 1720 (6 Geo I, c 18)7, 31, 32, 33, 34, 64
Joint Stock Companies Act of 1844 (7 & 8 Vict. c.110)34
Protection of Trading Interests Act of 1980243
The Competition Act of 199861
Enterprise Act of 200261

IX. UNITED STATES

Sherman Antitrust Act of 1980, Ch. 647, 26 Stat. 209, codified at 15 U.S.C. §§ 1–734, 36, 38, 41, 42, 47, 50, 194, 195, 197, 198, 227, 323
New Jersey General Corporation Act of 189647
Delaware General Corporation Law of 1899 (21 Del. Laws-273)48
Clayton Antitrust Act of 1914, codified at 15 U.S.C. §§ 12–2750, 195, 196, 197, 198, 201, 204
The Federal Trade Commission Act of 1914, 15 U.S.C §§ 41–58197, 198, 263
Webb-Pomerene Act of 1918, 15 U.S. Code § 61–66244
The Merchant Marine Act of 1920, P.L. §§ 66–261176
The Securities Act of 1933, codified at 48 Stat. 74, 15 U.S.C. § 77a et seq94
The Administrative Procedure Act of 1946, 5 U.S .C. 55–551, et seq321
The Celler-Kafeuver Act of 1950, 64 stat. 1125 15 U.S.C § 18195
The Defense Production Act of 1950, 50 U.S.C. App. 2061 et seq181
The Occupational Safety and Health Act of 1970, U.S.C. § 651 et seq101, 166
The Clean Water Act of 1972, 33 U.S.C. § 1251 et seq166
The Antitrust Procedures and Penalties Act of 1974, 15 U.S.C. § 16203
The Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901166
The Toxic Substances Control Act of 1976, 15 U.S.C. 2601– 2692167
The International Investment and Trade in Services Survey Act of 1976, 22 USC Ch. 46172
Foreign Corruption Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq165, 169, 170, 171, 173
The Agricultural Foreign Investment Disclosure Act of 1978, 7 U.S.C. 3501, et seq176
The Antitrust Procedural Improvements Act of 1980, 94 STAT. 1154 PUBLIC LAW 96-349197
Foreign Trade Antitrust Improvements Act of 1982, 15 U.S.C. § 6a204
Local Government Antitrust Act of 1984, H.R. 6027 (98th)253
Emergency Planning and Community Right-to-Know Act of 1986, 0 CFR Parts 355, 370, and 372167
The Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. 210l, et seq165
The Americans with Disabilities Act of 1990, 42 U.S.C. § 12101165
Family and Medical Leave Act of 1993, 29 U.S.C. 2601, et seq165
The Communications Assistance to Law Enforcement Act of 1994, 47 USC 1001-1010192
The International Antitrust Enforcement Assistance Act of 1994, 15 U.S.C. Chapter 88, §6201-§ 6212261
Sarbanes Oxley Act of 2002 (Pub.L. 107–204, 116 Stat. 745, enacted July 30, 2002)69
Foreign Investment and National Security Act of 2007 (Pub.L. 110–49, 121 Stat. 246, enacted July 26, 2007)69, 182

X. SWEDEN

Insurance Contracts Act (Försäkringsavtalslag (SFS 2005:104))142

XI. INTERNATIONAL TREATIES

The Paris Convention for the Protection of Industrial Property, March 20, 1883288
GATT 1994: General Agreement on Tariffs and Trade 1994, Apr. 15, 1994, Marrakesh Agreement Establishing the World Trade Organization, Annex 1A, THE LEGAL TEXTS: THE RESULTS OF THE URUGUAY ROUND OF MULTILATERAL TRADE NEGOTIATIONS 17 (1999), 1867 U.N.T.S. 187, 33 I.L.M. 1153 (1994)66, 160, 289, 325, 326, 335
WTO Agreement: Marrakesh Agreement Establishing the World Trade Organization, Apr. 15, 1994, THE LEGAL TEXTS: THE RESULTS OF THE URUGUAY ROUND OF MULTILATERAL TRADE NEGOTIATIONS 4 (1999), 1867 U.N.T.S. 154, 33 I.L.M. 1144 (1994)299
TRIPS: Agreement on Trade-Related Aspects of Intellectual Property Rights, Apr. 15, 1994, Marrakesh Agreement Establishing the World Trade Organization, Annex 1C, THE LEGAL TEXTS: THE RESULTS OF THE URUGUAY ROUND OF MULTILATERAL TRADE NEGOTIATIONS 320 (1999), 1869 U.N.T.S. 299, 33 I.L.M. 1197 (1994)285, 299
PCT: Patent Cooperation Treaty, June 19, 1970. TIAS 8733; 28 UST 7645; 9 I.L.M. 978 (1970)312
TBT: Agreement on Technical Barriers to Trade, Apr. 15, 1994, Marrakesh Agreement Establishing the World Trade Organization, Annex 1A, THE LEGAL TEXTS: THE RESULTS OF THE URUGUAY ROUND OF MULTILATERAL TRADE NEGOTIATIONS316