答：因此在该法案生效时，法案中有一个条款规定其可以适用于 2022 年 1 月 1 日之前的任何交易。这是一个特别的规定，因为这是政府的决定，因为他们希望该法案适用于自 2020 年 11 月以来已经生效的交易。因此，他们有能力在收回已经完成的交易。换句话说，他们可以回溯从 2020 年 11 月以来发生的交易，对设计国家安全的问题提出疑虑，并要求相关方提供信息，然后做出决定进行审查。
答：好的，需要记住的是，这项交易正在被许多不同的监管机构审查。特别是，目前主要有三个机构正在进行调查，有关市场竞争的调查也在进行中。美国联邦贸易委员会（FTC，Federal Trade Commission）进行了第一项调查。然后是欧洲委员会，该委员会负责欧盟所有成员国的管辖范围，但不包括英国，因为英国显然已经在“脱欧”之后退出了欧盟。
Q:My next question is about the uk's, nsi act. So how will the nsi act impact to the semiconductor mna and the interactions of an act like the nsix accelerate the declarations of the ecosystem of semiconductor industry.
A: I think in a way, it was interesting that the first big case that was looked at was in relation to, obviously Chinese ownership, because obviously, it's no secret that the NSI Act was motivated in some material part by concerns about Chinese investment into the UK I think what we don't know is if another third party states were to invest in the UK industry, would that similarly be?You， how would that be treated by the UK government? I don't think there is an easy answer to that. So in other words, does the next period decision set a precedent because of the industry? Or is it because of the identity of the acquirer? I think that's the fundamental question. I the UK government is always generally had a policy of being open to investment from overseas. The UK is seen as an important a good place to do business.So that on the one hand, that's policy principle is still in place, but obviously that in this particular industry, there are strategic concerns and aspect. The question is whether those concerns are more important, or whether it is the identity of the people who are investing there is more important. That's the fundamental issue.
Q:Okay, to be honest, i'm not good question. Ii don't know a lot about the law very well. But in my impressions, the law or bills usually does not in investigate the behavior that occurred before the implementation, or we said the lax prospects, none respects. Is that right? I i'm not really sure about that, including the trip acts from the united states. It's all the same. But what confuse me is that the nsa heads came into effect in the january 2022, but according to the xpds press release, it has completed the transition to create a new approach wafer fab in july Twenty, twenty, 21.Before the nsix came to effect, can I explain why nsix is able to affect the transition that is already being completed。
A:So when the act came into force, there was just a provision in the act, which said that it could apply to any transactions prior to 1st of January 20, 2002, there was a particular provision, because that was a government decision that because that they said that they wanted the act to apply to transactions which had already taken effect as from November 2020 onwards. Therefore, they had the ability, and so they gave themselves the ability to what they call in transactions， so in other words, to look back at transactions that were had happened in the period since November 2020, and decide if they had any concerns as the national security to ask the parties to give information and then to make a decision.And that's what happened in this case. So it's a very specific piece of, it's just a specific to this piece of legislation which said that could apply retrospectively that was in the act, in the nsi， so you're absolutely right that this transaction happens before the act came into force. But it was caught because of the provisions of the acts, the retrospective provisions of the act.I mean it had legal basis because it was put into the statute.so the legislation, so you're right. It is unusual, but I mean, the only way to avoid that would be to challenge the legislation, but that's very difficult to do it once the government has passed the legislation. So now it's in the act, it's able to be enforced. That's the way it works.
Q:So do you think this situation will be extend to another loss or learn? Or other countries? Maybe learn french? So they may be well copied the same act.
A:I think so, these acts like in it are very common now across different jurisdictions. The us obviously has one. And many other economies have on Australia, Canada, in Europe, many of the countries that there's a European equivalent as well. It's being used in many different jurisdictions. Now. So I think it's definitely something that we'll see more.
Q:That's fine. Okay, let me check my checklist. That's fine. Sure. Let's look good. So let's get started. Let's start our interviews. So my first question is about the broken and being where as the case of the broken view, where broken decline of any undertakings to cma so how is it still outcome would be affected by the broken decision if they give the offer or decline the offer to undertakings.
A:Okay, so it's important to remember that, this transaction is being looked at by many different regulators. In particular, there are three main investigations going on, competition investigations going on. There is one by the FTC in America. That was the first one to be initiated. Then there is the European commission, which has jurisdiction for all of the member states of the European union and not the UK anymore, because obviously the UK it is outside of the EU now following Brexit.And then the UK competition and markets authority or CMA, so the European commission and the FTC of their investigations have been ongoing for longer than the UK so they are nearer to their conclusion. But each of those authorities has raised significant concerns with the transaction. And the concerns they've raised are similar, really for all three authorities. And in fact, I think it's likely, in fact, common that all three authorities will be talking to each other about their investigations, that's very common in these situations. So I think what Broadcom has decided is that it will fight all of these investigations on the same terms. And that is why it has not in the UK investigation. What happened was the CMA carried out its phase one review. It raised concerns, significant concerns with the transaction. They are similar concerns to the ones raised by the European commission and the FTC in the US and they then said to Broadcom what you have now 5 days to come up with undertakings to remedy or concerns.And Broadcom said, we don't have any undertakings office. So what they've done is they said, let's go to phase two and let's fight it out in phase two. In other words, let's have the same debates that we are having with the European and the American authorities about the competitive impact of this transaction.So do you see they are basically now fighting the same battle with each of the three regulators? That's and really what they are saying is we're not, we know we don't want to give undertakings at this stage. We want to focus on whether this really does harm competition. And then depending on what the findings are in that regard, they will then have to decide whether they give undertakings or whether undertakings are needed to get this transaction cleared.
Q:Okay, Which side do you think is the biggest challenges for broken? As you just mentioned? They have three sides, the cma and un and us maybe. Yeah.
A:To be honest with you, I think they are all set on the same thing. They're equally challenging because as I said, they are really in a way they are collaborating with each other. And their investigations are almost, they're not running in parallel timing wise, but they are running in parallel from a substantive point of view, from a tactical point of view.So I think they are all challenging. I think the US one is probably the most challenging because that they are probably the fiercest authority in regards to these type of mergers. And there are obviously political issues as well, because of the access to this, that these the hardware and the software as well built in. What's interesting about this transaction is that it is a vertical merger. What I mean by that in competition law, we have horizontal mergers and vertical mergers. Horizontal mergers are those between parties in the same market. Vertical mergers are where there are. They are in related but separate markets. And that is the case here, because VMware obviously is a software provider, whereas Broadcom a is obviously providing the hardware. So they are looking what the authorities are looking at is the whether by having the vertical relationship, Broadcom can harm competition on either the upstream market or the downstream market for software.Their concerns are mainly around the interoperability between the software and the hardware, and whether Broadcom will be able and incentivized to make it more difficult for other of their competitors to integrate with VMware, because of VMware is very important in the software market. So that is the focus of the investigation.
Q:My next question is about the in nxp period.the last the last November experience officially claims that they are shocked by the US UK the government's decision in to order to divest investment of the 86 % of its semiconductor wafer factories in South Wales, known as the nwf new port wafer fab. This year has been broke the bulk you, British government. Do you believe the national security grounds are fair enough?
A:That's a difficult question. I think what the decision showed is that that national security is a very broad concept and came in many different things. In simple terms, it means whether there are concerns about access to information and technology with which obviously was relevant in that case. Because of the fact of the merge are being linked, or at least ownership in ownership turns being linked to foreign government, particularly the Chinese government and concerns about, therefore, access to technology going into other states’ hands.
But what was interesting about that case was it's not just about the access to the technology, it's also about development of the industry and who should be in charge of development of the industry. And again, should it be, a very important strategic industry be under the control of a foreign, potentially of foreign investors and foreign governments.And that's the lesson from that case, is that national security is a very broad elastic concept, which the government can flip, it has flexible. It feels it's flexible enough to use it in many different ways. I'm...the UK government has said that it understands concerns about the scope of its powers, and it is actually going to give more guidance very shortly on what those powers mean. But certainly that decision cause some concern amongst investors in particular.
Q:besides what's your opinion on the british government's ambition to restore restoration of the semiconductor in wales? Because before the x and pds have trying to trying to mna the nwf I believe it's not pro. Touch a male, it's not profitable. The nf nwf is losing money before the next video, try expire, trying to mna it. So, yeah, that's true.
So so what's your opinion about the british government ambitions to restoration the semiconductor in wales? Because if they can, they have abilities to resolve it, maybe there's no need the xp they are trying to cooperate or investments. The end of that.
A:I think the answer is that they definitely want to the industry to expand and to be is very important strategically and politically, it has consequences as well from a security of supply perspective. We saw this coming into prominence during covid and all of the issues that arose in terms of supply chain.So I think it's very important to teach you. I guess the question for the UK government is, should that investment be allowed to occur with any third parties or a should there be a decision taken on Who is a good investor? That was right. That's a really difficult political question. But as you saw in that decision, they came on. They came to a particular view, but they certainly see the industry is very important. There's also been a lot of discussion about ARM which is owned by Softbank. And the UK government has lobbied very hard for that company to be listed in the UK rather than in the us and it's sort of in a connected way. It's again seen as who should have control over this important strategic industry.
So it's similar ARM issues are playing out there as well.
Q:of okay do for the companies prepare. So for the company prepare for the mergers and mna to mna folks or. So what kind of preparation do you think they should make in advance to avoid such a legal risk? Because it。
A:It has big consequences, what they really need to do is they need to look at these issues before they end the transactions. They need to include these issues in that due diligence. It's very important. So I think this needs to be a risk factor that is included in any transaction that triggers the National Security Act. It should be included in the, as part of the due diligence process to avoid any surprises later on. It's important to remember that some the way the UK Act works is that if a transaction meets the thresholds, its mandatory to get clearance from the government, you have to, if your transaction meets the thresholds, you must make a notification, and you're not allowed to complete the transaction.So it's very important that whether that is the case in advance.Yeah, they need to look at the risk in advance why they need to look at the risk in advance. They need to check, and they need to get advice from lawyers like myself in advance, you know. They need to make sure they know what the risk is.
Q:So everything, yes. For the companies, they you give me a second. Let me think about the question. Can you just describe more specific about the legal risk? The users, can you predict the future? Maybe UK want wants to have more acts to control for the night for the national security or something else to, to avoid the merge.
A:Yeah. I think really, it's more about the existing regime, and they will adapt the existing regime. As I say, they are already looking at it carefully. They are giving thought to how to give guidance on it to people. So I think we will see more effort put into the existing act in the future. So it can be made more clear, but also more adaptable for governments needs. So that's what we will see.
Q:My last question is, can you explain in detail you about how UK will play a role to attracting investment and does something like the nsi act in the future, because you have already said the UK wants to investment, happy to investment of the semiconductor, even outside the countries from another country, such as the us some us china may maybe, but they have the nsax so some companies maybe don't don't want to, they are fair about the nsax like that.So how the UK will play a role from both sides?
A:Yeah. As I tried to explain in a few times, I mean it's a balance. Really? There's, on the one hand, being open for investment and making the... and of course. It's not just about policies, also about economics and incentives. And the UK has always tried to be flexible in terms of its regime. And we see that in terms of its tax regime, for example, where it has various incentives for people to invest.
So I think we will continue to see that use of economic policy. But now there is this safeguard that is very much in place for the government to intervene, where it thinks it's strategically necessary for it to do so. And that will definitely continue to be the case. So the government has said that it recognizes that it needs to be clear about its intentions. And so that's what it will focus on doing, is trying to be as clear as it can be about how it implements policy in order to preserve the attractiveness of the UK from an investment point of view, that so it will continue to do that. But at the same time, it will keep these powers in place to use when it feels able to do so.