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While the rules of the NYSE suggest that it would not normally approve the taking of action by majority written consent to satisfy the requirement that the stockholders approve the issuance of more than 20% of the outstanding shares of an issuer, because the Toronto and Montreal Exchanges permitted action by written consent and deemed the consent sufficient to approve the issuance of the Teleglobe shares in the merger, the NYSE deferred to the policies of those exchanges and the issuance did not require formal Teleglobe shareholder approval. Second, when U.S. holders hold of record less than 40% of the class of securities of a foreign private issuer sought in a tender offer, limited tender offer exemptive relief would be available to eliminate frequent areas of conflict between U.S. and foreign regulatory requirements. In addition, the European Commission (the "EC") passes on mergers for the European Union (the "EU"). In seeking to address employee concerns, the acquisition agreement provided up to $40 million as a retention pool for the purpose of retaining the services of selected key employees and required that Seagram maintain PolyGram's severance plans for at least one year following the closing and generally to make 150% of the severance payments required thereunder. Item 2.01 Completion of Acquisition or Disposition of Assets. In cases raising significant issues, it may be advisable to file with the regulator that is least likely to object to the transaction. Edward F. Greene et al., Toward a Cohesive International Approach to Cross-Border Takeover Regulation, 51 U. Miami L. Rev. With this recent activity, it begs the question: are international mergers becoming more common? The merger agreement did not contain any "fiduciary outs.". International Acquisition includes Int'l Cooperative Programs, Sales & Transfers, Tech Security & Foreign Disclosure, Defense Exportability, and International Contracting. FromFrank Kenlon U.S. investors are often excluded from transactions so bidders and issuers can avoid the application of U.S. securities laws. PURCHASE, N.Y. and TEL AVIV, Israel, Dec. 5, 2018 /PRNewswire/ -- PepsiCo, Inc. (NASDAQ: PEP) ("PepsiCo") announced today that it has completed its acquisition of SodaStream International Ltd., as previously announced, The sophistication of the court appointed appraiser and his or her willingness to accept U.S. financial valuation methods (such as discounted cash flow analysis) in making his or her determination varies. Dividends in the U.K. are tax-advantaged relative to dividends in the United States, since Advance Corporation Tax paid by U.K. companies creates a tax credit for its shareholders. 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