Mergers and acquisitions

What structure is commonly used for the acquisition of a local company?
Austria Acquisition of the share capital or the assets of the company.
China Share and asset deals are both common.
Czech Republic Acquisition of the share capital or the assets of the company.
England & Wales Acquisition of the entire issued share capital of the company.
France Acquisition of the share capital of the company.
Germany Acquisition of the share capital of the company.
Hong Kong Acquisition of the share capital or assets of the company.
Hungary Acquisition of local companies are usually done through a share deal.
Ireland Acquisition of the entire issued share capital of the company.
Netherlands Acquisition of the share capital of the company.
Poland Acquisition of a local company usually takes place in the form of purchase of shares.
Singapore Acquisition of the share capital of the company.
Slovakia Acquisition of the share capital or assets (undertakings) of the company.
United Arab Emirates Acquisition of the foreign partner’s share capital of a company (currently a maximum of 49% for a mainland registered entity and up to 100% in tax free zones), either directly or through intermediate holding companies is most common.

The local sponsor owning 51% of a LLC registered in the mainland of the UAE may remain the same or an alternative partner may be nominated.
Is there a merger concept under local law?
Austria Austrian law technically distinguishes between a merger by absorption and a merger by establishment of a new entity; both resulting in a universal succession.

However, mergers are mostly used in the course of restructuring measures (eg before or after a transaction), not as acquisition vehicle.
China Yes, including absorption and consolidation mergers.
Czech Republic Yes, Czech Republic has a legal merger concept governed by the Transformation Act. The Czech Law distinguishes between a merger by absorption and a merger by establishment of a new entity, both resulting in a universal succession.
England & Wales There is no merger concept in English law like that in some other jurisdictions such as the US. EU cross border mergers are possible though rare and are unlikely to remain available post-Brexit.
France There is a merger concept under French law.
Germany Yes, Germany has a legal merger concept governed by the German Transformation Act (Umwandlungsgesetz).
Hong Kong Yes.
Hungary The rules of a merger are laid down in the Civil Code and in the Act CLXXVI. of 2013. There are strict procedural and documentation requirements, therefore the merger of companies requires cooperation with legal, audit, accounting and tax experts as well.
Ireland Domestic mergers are possible under the Companies Act 2014. EU cross-border mergers are possible under the European Communities (Cross-Border Mergers) Regulations 2008.
Netherlands The Dutch Civil Code provides for statutory law regarding division by acquisition and national and cross-border mergers and acquisitions.

Since, Dutch statutory law already provides for many of the definitions of contractual terms and concepts of M&A documentation, e.g. definition of damages, Dutch M&A documentation is rather lean.
Poland Polish law technically distinguishes between a merger by acquisition and merger by a formation of a new company.
Singapore Yes.
Slovakia Slovak law technically distinguishes between a merger by absorption and a merger by establishment of a new entity; both resulting in a universal succession.
United Arab Emirates Yes, the UAE Companies Law does provide for such concept, which is applicable to most UAE companies registered in the mainland, and also companies registered in a tax free zone where the rules and regulations of the respective tax free zone do not contain relevant provisions, or where a free zone company is permitted to conduct activities in the mainland of the UAE.
Is there a local transfer tax on the sale of shares? If so, a brief description of how it is calculated.
Austria No.
China Yes, stamp duty is charged at 0.05% of the contractual price of sales.
Czech Republic No. There are no special local rules in respect of taxation of a gain on a disposal of shares and there is no transfer tax. The gain is taxed as income at 15 % (for individuals) and 19 % (for companies).
England & Wales Stamp duty is charged at 0.5% of the value of the consideration.
France Registration tax is charged at:

- 0,1 % of the value of the consideration for the sale of shares of a SAS;
- 3 % of the value of the consideration for the sale of shares of a SARL form (a rebate of €23 000 times the number of shares sold over the total number of shares forming part of the share capital of the company is applicable);
- Real estate companies: 5 % of
(i) the consideration for the sale of shares or
(ii) the market value of the shares, if higher.
Germany There is no stamp duty. However, real estate transfer tax may be triggered in connection with (direct or indirect) transfer of shares. Furthermore, VAT will be triggered if Seller waives the VAT exemption.
Hong Kong Yes, stamp duty is charged at a total 0.2% of the amount of consideration of the sale or of the value on the contract notes which will usually be shared equally between the buyer and the seller. Stamp duty shall be payable within 2 days after the transaction is effected in Hong Kong, and within 30 days if the transaction is effected elsewhere.
Hungary Basically there is no special transfer tax on the sale of shares, but in case of a share purchase in a company holding Hungarian real property special rules apply. The general rate of duty on the acquisition of a capital contribution in a company with holdings in real estate properties located in Hungary shall be 4% of the market value of each real estate property acquired up to 1 billion forints, without any deduction of encumbrances, plus 2%of the portion of the market value above 1 billion forints, not to exceed 200 million forints per property.

A 'company with real estate holdings in Hungary' is by definition an economic operator:
- whose real estate holdings in Hungary carry a balance sheet value constituting more than 75% of the balance sheet value of its total assets
- or that has a share of over 75% in an economic operator which complies with the requirements described above.

When calculating the value of the assets that are recognised in the balance sheet of the company, liquid assets, pecuniary claims, prepayments and accrued income, and loans shall not be taken into account. Balance sheet shall mean the balance sheet adopted in the last annual account before the time of acquisition, or the opening balance sheet in the absence thereof.
Ireland Stamp duty is charged at 1% of the higher value of the consideration or the market value of the shares transferring. It is payable by the buyer.
Netherlands No.
Poland Sale of shares in a Polish company is subject to 1% transfer tax on shares’ fair market value.
Singapore Stamp duty is charged at 0.2% of the purchase price or the net asset value of the target company (whichever is higher).
Slovakia No.
United Arab Emirates The transfer of shares for a mainland LLC must be pre-approved and registered by the DED but is not subject to taxes as such. However, there are fees charged in connection to the filing of the share transfer with the DED. Also the share transfer has to be arranged in a share sale and transfer agreement notarized before the UAE notary public.

The notary public fees depend on the consideration paid for the shares. Where the share purchase price is less than AED 100,000 a fee in the amount of AED 300 multiplied by the number of signatories is payable. For share transfers with a consideration in excess of AED 100,000, the notary public’s fee is 0.5% of the consideration amount, capped at a maximum of AED 15,000. The DED’s fees are dependent on the value of the share capital.

For a company registered in a tax free zone, in principle the same concept applies. Apart from very few exceptions a transfer of shares is subject to approval from the tax free zone registration department. The fees charged vary from one free zone to another.
Where the UAE registered target company owns real estate, in the emirate of Dubai the change in the ownership of the company is considered as a change of ownership for the real estate and a transfer fee of 4% of the market value or purchase price (whichever is higher) would be applicable. Depending on the nature of the property, this transaction may also trigger a 5% VAT liability.
Does the share acquisition require a notary to be engaged?
Austria The acquisition of a share in a limited liability company (GmbH) requires the involvement of an Austrian notary public as such share may only be transferred (in rem) based on a notarial deed.

For the transfer of shares in stock companies there are no such formal requirements.
China No. But documents proving the identity of the foreign acquiring parties (like commercial registry) will need to be notarised and legalised.
Czech Republic A notarial deed is not required for a share acquisition, however, certification of signatures by a notary or a public authority is necessary.
England & Wales No.
France No.
Germany Yes, if shares in a German limited liability company (Gesellschaft mit beschränkter Haftung, “GmbH”) are involved.
Hong Kong No.
Hungary A share acquisition does not necessarily require a notary to be engaged, but the countersignature of the SPA by an attorney-at-law is sufficient.
Ireland No.
Netherlands Yes, mandatory.
Poland In the case of a limited liability company, transfer shares shall be executed in writing, with the signatures certified by a notary.

For the transfer of shares in a joint stock company there are no such formal requirements.
Singapore No.
Slovakia The role of notary is limited to verification of signatures, which is mandatory in case of LLC share acquisition and customary in acquisition of shares in other companies’ types.
United Arab Emirates Yes, the share sale and transfer agreement needs to be notarised locally for a LLC registered in the UAE mainland.

Such agreement needs to be signed in front of an officer at the concerned tax free zone authority where a company is registered in a tax free zone.
Employment: Is there any requirement to consult with employees and/or employee representatives / representative bodies such as works councils prior to closing the Proposed Transaction?
Austria Yes.
China Generally not in the case of a share deal. But an employee settlement plan is currently required in case equity in a Chinese company is acquired by a foreign company.
Czech Republic There is a general information duty of the employer, i.e. the Czech target company, towards its employees with regard to the “economic and financial situation of the employer and its probable development” or the “legal status of the employer” stipulated in the Czech Labour Code. However, this does not result in a duty to inform the employees in the case of a transfer of the legal entity, the Czech target company itself.
In case of an asset transfer in the form of a transfer of the enterprise, however, the employers are obliged to consult the employees on the transfer of rights and obligations under employment law relationships. The employers shall inform and consult the employees directly if there is no trade union, work council or representative for occupational health and safety protection active at the employer.
England & Wales No (provided it is a share sale).
France Prior information and consultation of the Social and Economic Committee can be requested.

Companies must also inform their employees on the contemplated sale of shares. A specific procedure (Hamon law process) should be complied with. Violation of such rule could result in a fine of up to 2 % of the total purchase price. Same procedure also applies in case the transaction is structure as an asset acquisition/ transfer of business.
Germany Share Deal: If an economic committee (Wirtschaftsausschuss) is established, it must be informed about the purchaser, its intentions with the acquired business and the consequences for employees. If no economic committee is established, the same
information must be provided to the works council. If neither is established, there is no obligation to inform employees.

Asset Deal: Generally no legal requirement to inform works council, but customary and usually recommendable. If the asset deal results in a transfer of undertakings (see below), employees must be thoroughly informed about the transfer, its reasons and consequences. Both: If legally defined changes to the operation, such as a split up of operations, result from the deal, a reconciliation of interests (Interessenausgleich) and potentially social plan (Sozialplan) must be negotiated with the works council.
Hong Kong In a share transfer, no (subject to any change of control provisions in the employment contracts).
Hungary Employees and/or employee representatives / representative bodies shall be consulted.
Ireland No (provided it is a share sale) in the absence of a specific collective agreement or contractual obligation.
Netherlands Yes, in general, the Dutch Works Council Act (article 25 paragraph 1 sub a) requires that the management board of the Company must consult the Works Council before they decide upon the proposed transfer of the shares.
Poland Share deal: generally no. Any post signing change in the business triggering consequences for employees should however be consulted in due course with works councils (if established).

Asset deal: If the asset deal results in a transfer of undertakings (TUPE), trade unions (if any), works councils (if established) and employees must be thoroughly informed about the transfer, its reasons and consequences.
Singapore No.
Slovakia Yes, consultation with employee representatives (or directly with employees, if no employee representatives are present) one month prior to the closing of a transaction, which is considered as transfer of undertaking under EU Transfers of Undertakings Directive, is necessary.
United Arab Emirates There is no such requirement.

Labour unions and workers’ councils are not permitted under UAE law.
Employment: If the transaction is structured as an asset acquisition, do employees generally transfer automatically on an asset acquisition (as opposed to share acquisition) by operation of law?
Austria Yes.
China No. Transfer of employees will require a separate contractual arrangement.
Czech Republic Yes, all relevant contractual obligations, including the rights and obligations under employment law relationships, are transferred to the full extent to the buyer as the new employer in case of an asset deal structured as a business enterprise transfer. Employees are granted a statutory protection and entitled to at least the same working standards as under the previous owner. Additionally, employees are granted a right to terminate their contract upon the transfer.
England & Wales Yes, buyers should be aware of the requirements under the TUPE (Transfer of Undertakings Protection of Employment) Regulations 2006. Broadly this means that employees must be transferred on their current terms of employment, and consultations are required.
France The transaction structured as an asset acquisition can imply the subsequent transfer of the employment contracts of the employees working in France.
Germany Yes, if the assets transferred are essential and characterising for the entirety of the operation or an identifiable part thereof and the transferred unit is continued by the purchaser in a comparable way, the employees working in this operation or the identifiable part are transferred to the purchaser by operation of law.
Hong Kong No (all existing contracts of employment will need to be terminated and re-entered into if employees are to be retained in the business).
Hungary This depends on the circumstances each and every single case. The requirements under the directive 2001/23/EC (Transfers of Undertakings) and the criteria defined by the European Court of Justice in numerous decisions apply without additional national aspects.
Ireland Yes, buyers should be aware of the requirements under the TUPE (European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003. Broadly this means that employees must be transferred on their current terms of employment, and consultations are required.
Netherlands Yes, in general and in accordance with EU TUPE Regulations (Transfer of Undertakings Protection of Employment) and under Dutch law, in the event of a transfer of assets, the employee generally transfers automatically by operation of law.

This means that employees will be transferred based upon their current terms and conditions of the employment.
Poland Yes, the requirements under the EU TUPE (Transfer of Undertakings Protection of Employment) Regulations 2006 apply accordingly.
Singapore No. Assignments of employment contracts or the termination and re-employment of the employees will need to be carried out.
Slovakia Yes, employees are transferred automatically and as a general rule, employees must be transferred on their current terms of employment. Prior consultations are also required.
United Arab Emirates If the business is continued through a different entity after the acquisition the employees do not transfer automatically.

Employment with the seller needs to be terminated and a new employment relationship with the buyer is required to be arranged and filed. The same concept applies to the residency visa and work permits arranged by the employer for non-UAE nationals.
Are there any antitrust notifications / approvals required?
Austria Local or EU wide antitrust filings and approvals can be required depending on the size and nature of the transaction. A planned merger must be notified to and cleared by the Austrian Federal Competition Authority (mandatory pre-merger notification) if the following revenues are reached by the parties in the last financial year before the merger:
(i) worldwide total of more than EUR 300 million;
(ii) domestic total of more than EUR 30 million; and
(iii) at least two companies in the world more than EUR 5 million.
In case of transactions relating to media enterprises and media service providers the applicable multipliers have to be considered when assessing the relevant thresholds.

China Yes. A prior closing merger control clearance has to be sought for an M&A transaction (even if it is a foreign-to-foreign transaction) from the State Administration for Market Regulations under Chinese law as long as respective filing thresholds are fulfilled.
Czech Republic Antitrust filings and approvals can be required depending on the size and nature of the transaction. A concentration of undertaking shall be subject to approval by the Úřad pro ochranu hospodářské soutěže, the Czech Office for the Protection of Competition, if the following conditions are met:

A) EITHER the aggregate net turnover of all concentrating undertakings achieved in the last accounting period on the Czech market exceeds CZK 1.5 billion
AND
each of at least two of the concentrating undertakings achieved on the Czech market in the last accounting period a net turnover exceeding CZK 250 million,
OR
B) The net turnover achieved in the last accounting period on the market of the Czech Republic
a. in case of a merger, of at least one of the parties to the merger; or
b. in case of an acquisition of ownership interest, of the acquired entity, or
c. in case of a joint venture, of at least one of the entities setting up the joint venture is higher than CZK 1.5 billion and at the same time the worldwide net turnover achieved by another concentrating undertaking exceeds CZK 1.5 billion.
England & Wales Local or EU (subject to Brexit) wide antitrust filings and approvals can be required depending on the size and nature of the transaction. It is important to consider whether either of two threshold tests (based on combined turnover and value of sales) that trigger merger control rules are likely to be met.
France Local or EU wide antitrust filings and approvals can be required depending on the nature of the transaction and on the enterprises concerned. It is important to consider whether the global and EU or national thresholds tests (based on turnovers) that trigger merger control rules are likely to be met.
Germany A planned merger must be notified to and cleared by the Federal Cartel Office or the European Commission (mandatory pre-merger notification) if the participants to the merger exceed certain turnover thresholds during the preceding financial year. Please note that under certain circumstances even the acquisition of minority shares is subject to merger control. Further notification obligations in Germany may arise due to the proposed introduction of a size-of-transaction-test (possibly to come into effect in 2017) which takes into account the consideration paid for the merger in addition to certain turnover thresholds.
Hong Kong No, notification is voluntary under the Competition Ordinance (Cap 619)(CO). The CO prohibits mergers between businesses that substantially lessening competition in Hong Kong (the Merger Rule). Currently, the Merger Rule only applies to the telecommunication sector in Hong Kong. Although there is no requirement for antitrust notification under the CO, the
Competition Commission (CC) may use its powers to investigate a merger and take the necessary action to ensure compliance with the Merger Rule. Thus, early consultation with the CC to seek informal advice (which would not be binding on the CC) is encouraged for parties to understand whether the CC has any concerns about a proposed transaction.
Hungary Notification of the Economic Competition Office is only required in case the combined net turnover of all parties (ie, the acquirer/acquirers and the target company) exceeds 15 billion forints and the individual net turnover of each of at least two parties exceeds 1 billion forints.
In the course of calculating the net turnover of companies whose corporate domicile is abroad, the net sales revenues generated in the previous business year from the goods sold in the territory of Hungary shall be taken into account.
The sums indicated in a foreign currency shall be translated to forints by the medium rate of exchange published by the National Bank of Hungary in effect at the time of closing the financial year of the company in question.
Ireland Local or EU wide antitrust filings and approvals can be required depending on the size and nature of the transaction. It is important to consider whether the turnover threshold tests that trigger merger control rules are likely to be met. Media mergers are automatically notifiable and are subject to an additional ministerial review process.
Netherlands Requirements for notice of a merger with the Dutch Authority Consumer and Market (Autoriteit consument en markt).

Mergers and acquisitions only have to be noticed insofar both the following two thresholds are reached: (i) Worldwide turnover of all the companies involved is more than EUR 150,000,000, and (ii) at least two of the companies involved have a turnover in the Netherlands of EUR 30,000,000 or more.
Poland Under Polish competition law a merger control notification is triggered once there is a concentration and the relevant turnover thresholds are met. A concentration is understood in particular as acquisition of direct or indirect control over a company. With respect to the turnover thresholds, there are two relevant ones.

The first is EUR 50,000,000 and it concerns turnover in Poland, while the second is EUR 1,000,000,000 and it concerns global turnover. Turnover is calculated with reference to companies involved in the concentration and it concerns the financial year preceding the year in which the notification is made.
Singapore It depends on whether the transaction fulfils the requirements for review by the Competition Commission of Singapore.
Slovakia Local or EU wide antitrust filings and approvals can be required depending on the size and nature of the transaction in question (e.g. merger, share or asset deal). A planned transaction must be notified to and cleared by the Slovak Antimonopoly Office of the Slovak Republic, if the following revenues are reached by the parties in the last financial year before the transaction:

i. the parties’ combined annual turnover reached in Slovakia exceeded EUR 46 million and the turnover of at least two parties reached in Slovakia exceeded (by each party) EUR 14 million;

OR

ii. in case of merger: the turnover of a party reached in Slovakia exceeded EUR 14 million and the worldwide turnover of the other party exceeded EUR 46 million; or
iii. in case of another acquisition (e.g. share/asset deal): the turnover of a party being acquired reached in Slovakia exceeded EUR 14 million and the worldwide turnover of the other party exceeded EUR 46 million.
United Arab Emirates The UAE Federal Law no 14 of 2012 and related executive regulations regulate competition aspects relevant for LLCs in the UAE.

The legislation prohibits the creation of monopolies and sets out the application scenarios where consent from the concerned authority is required in connection with a M&A deal.

For a number of years, a few relevant parameters remained unclear, but since 2016 the relevant market share threshold is defined. Also the “Competition Regulation Committee” was formed at the UAE Ministry of Economy, it can be approached for any enquiries and applications.
Is there anything else that an international buyer should be aware of at the outset, cultural or otherwise? In most jurisdictions there are certain sectors (eg. banking, media/broadcasting, defence, sports clubs) where regulator approval/notification may be required in advance / following a change of control.
Austria In the case of real property owned by an Austrian target the change of ownership may trigger real estate transfer tax.

As it regards certain industries (eg banking sector) the applicable regulations may provide additional notification obligations. In certain events (eg acquisition of a qualified participation (Qualifizierte Beteiligung) a transaction may also require a respective approval by the authorities or be subject to certain conditions.
China Access to the Chinese market still remains highly regulated. Investment access restrictions (e.g. applicable negative lists), regulatory consents or registrations, and license requirements need to be carefully evaluated upfront and may affect the acquisition structure. Language and bureaucratic requirements can increase the deal complexity and may prolong the timeline up to closing.

Cultural differences also need to be carefully managed to avoid surprises.
Czech Republic There are special regulatory requirements in fields such as energy, health care, insurance, banking, etc. where it is necessary to notify and/or to get prior approval from the authorities. Therefore, we would generally advise to consult such matters with a lawyer in advance.
In case of asset deals public licenses do not transfer to a new legal entity; they have to be requested in advance for the new entity to be operational.
England & Wales English law is often used for cross-border deals and English style M&A documentation will be quite similar to that used in some other jurisdictions, such as the US.

Pension deficits require substantial due diligence in view of huge potential liabilities to be made good.
France In certain circumstances, the transaction may be subject to:
- prior approval from the French Ministry in charge of Economy and Finance if the activities of the French target are considered as sensitive regarding the French public order or if there is one contract concluded with the French authorities, and
- consultation/information of the employees’ representatives.
Germany Acquisitions in Germany are traditionally made by private agreements. Large scale takeover battles of the kind witnessed in the US and the UK have few equivalents in the German market. The vast majority of transactions are related to the acquisition of medium-sized, mostly family-owned businesses (so-called Mittelstand). Germany has a very liberal attitude toward foreign investors. For cross-border deals, German style M&A documentation is often aligned to the extent possible with international standards. The acquisition of a direct or indirect interest of 10% of the voting rights in a German enterprise is subject to review by the Federal Ministry of Economy if the acquirer is either resident
- outside the EFTA or
- within the EFTA but has a shareholder resident outside the EFTA who holds 25% or more of the acquirer’s voting rights.
Hong Kong Generally, no legal, regulatory or governmental restrictions on transfer of shares in a Hong Kong incorporated company unless the target business belongs to the following sectors:

- Banking (regulated by the Banking Ordinance (Cap 155));
- Insurance (regulated by the Insurance Companies Ordinance (Cap 41));
- Securities and futures (regulated by the Securities and Futures Ordinance (Cap 571));
- Provident fund (regulated by the Mandatory Provident Fund Schemes (General) Regulation (Cap 458A));
- Telecommunications (regulated by the Telecommunications Ordinance (Cap 106) and the Competition Ordinance (Cap 619) (see above)); or
- Broadcasting (regulated by the Broadcasting Ordinance Cap 562).

The Transfer of Businesses (Protection of Creditors) Ordinance (Cap 49) (TBO) provides that whenever a business is transferred, the purchaser shall become liable, notwithstanding any agreement to the contrary, for all the debts and obligations arising out of the carrying on of business by the seller, unless the parties publishes a notice of transfer within the time limit specified under the TBO. The purchaser will only cease to be liable for all obligations of the seller on the date which the notice of transfer becomes complete, which is one month after the date of the last publication of the notice, unless within that period a creditor commences proceedings against the seller in respect of any liability of the seller arising out of its carrying on of the business.
Hungary Banking - The National Bank of Hungary is involved in the authorisation to merge financial institutions, but its authorisation is not a substitute for the authorisation of the Economic Competition Office.
Media/broadcasting - The Economic Competition Office shall obtain the opinion of the Media Council for the approval of concentration of such enterprises which are bearing editorial responsibility and the primary objective of which is to distribute media content to the general public via an electronic communications network or a printed press product. As a main rule, the Media Council shall not have the right to refuse granting official approval, when the level of merger between independent sources of opinion after the merger will ensure the right for diversity of information within the relevant market for the media content service. As a main rule, the amount of the administrative service fee payable to the Media Council for its procedure as administrative authority shall be two million forints (approximately EUR 6.153,-), payable to the Economic Competition Office together with the procedural fee.
Electricity and natural gas utility: approval of the Hungarian Energy and Public Utility Regulatory Authority for the merger of electricity and natural gas utility companies operating under licences issued by the same authority.
Ireland M&A documentation will be quite similar to that used in some other jurisdictions, such as the UK and US. Regulatory consents may be required depending on the nature of the deal eg. Central Bank of Ireland approval is needed for certain banking and insurance transcations. Pension deficits require substantial due diligence in view of huge potential liabilities to be made good.
Netherlands Dutch style M&A documentation is partly “leaner” compared to, for example, US style documentation. This is because statutory Dutch law already provides for many of the definitions of contractual terms and concepts, e.g. definition of damages etc., so that fewer contractual details are needed.

For cross-border deals, Dutch style M&A documentation is often aligned to the extent possible with international standards.

In general, Dutch M&A is relatively foreign investor friendly.
Poland When an individual from outside the EEA acquires shares in a Polish company which owns a real property, a permit for a transaction has to be obtained from the Minister of Internal Affairs.
Singapore Certain business activities are regulated and may be subject to licensing, permits or authorisations. The licences may contain provisions requiring prior consent or approval from the relevant governmental or regulatory authority for any change of ownership of the licence. Certain public M&A transactions may require obtaining consents or approvals from the relevant personnel, governmental or regulatory authorities. If the M&A transaction comes within the scope of the Competition Act (Chapter 50B of Singapore), parties may wish to consult the Competition Commission of Singapore to ensure compliance with the competition laws in Singapore.
Slovakia Similar to other countries, special sector regulation applies to companies being active in the particular sector (e.g. merger of banks requires prior approval of the regulatory authority). Apart from this “sector” requirements, there are generally no issues to be considered. In most of the transactions, M&A documentation is similar to international standards and Slovakia is friendly to foreign investors.
United Arab Emirates In the UAE, almost every share transfer requires the pre-approval of the concerned Company Registrar (DED or free zone registrar), and if the activity conducted by the target company is regulated and subject to a third party authority approval requirement, a no objection certificate from such third party authority is typically required in relation to a share transfer to a new shareholder.

In some cases (depending on the concerned registration authority and/or the details of the transaction) official newspaper publications need to be arranged prior to the share transfer.