In association with
Asia M&A
Forum 2015
the forefront of cutting-edge trends and practice methods
March 10-11 2015 • JW Marriott, Hong Kong
Benefits of attending:
n
Explore the latest trends in Asia deals including M&A auctions, deal terms, exit terms, joint ventures and
negotiation strategies
n Discover the opportunities in Latin America
n Learn the latest in acquisition financing trends
n Gain valuable and practical insight on due diligence, anti-bribery and variations in regulations and the
impact on closing your deals
n
Grasp the latest Mofcom policies and how it affects outbound trends
Supported by
To register, or for more information:
Visit: www.iflr.com/AsiaMA2015
Call: +852 2842 6980
Email: [email protected]
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Sponsored by
Asia M&A Forum 2015
March 10-11, 2015 • JW Marriott, Hong Kong
Activity in Asia-Pacific’s M&A market reached record highs during 2014 with industry experts agreeing the lucrative trend
will continue. With global market players targeting Asia Pacific with interest and confidence, this forum will provide M&A
stakeholders with key know-how on developments and trends in transactions, regulatory and market practices. Keeping
abreast of the fast-changing landscape to succeed in this market has never been so important.
Against this backdrop, the IFLR Asia M&A Forum will bring together leading counsel from corporates and banks with their
top private practice peers to demonstrate the best methods and techniques to close deals. This comprehensive two-day
forum will be the must attend event of the year. To reserve your place, email [email protected].
Who you will meet:
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Bankers’ and corporate counsel
Investment bankers
Regulators
Company secretaries
Institutional investors
Private practice lawyers
Asia M&A Forum Advisory Committee 2015
IFLR would like to thank the Asia M&A Forum Advisory Committee for their contribution:
Wilson Chu
Partner, K&L Gates
Yongkai Wong
Managing director and head of legal & compliance,
CITIC Capital
Michael DeSombre
Partner, Sullivan & Cromwell
William Hay
General counsel, Baring Private Equity Asia
Suet Fern Lee
Partner, Stamford Law
James Bidlake
Executive director and head of investment banking legal –
Asia, Morgan Stanley
To register, or for more information:
Visit: www.iflr.com/AsiaMA2015 Call: +852 2842 6980 Email: [email protected]
Asia M&A Forum 2015
March 10-11, 2015 • JW Marriott, Hong Kong
Agenda – Day one
8.15
Registration
12.15
9.00
Welcome note from the IPBA and IFLR
13.15 Opportunities in China outbound dealmaking
Wilson Chu, conference chair, IPBA, partner, K&L Gates
Tim Wakefield, managing director, IFLR
9.05
Keynote speech
9.20
Improving cross-border coordination: best
practices in diligencing and allocating
corruption risk in M&A
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Strategies for effective anticorruption due diligence
Negotiating contractual allocations of corruption liability and risk
When is it strategically wise to self-report known wrong-doing?
Minimizing successor liability through effective compliance and
remediation measures
Philip Rohlik, counsel, Debevoise & Plimpton
Andy Soh, international counsel, Debevoise & Plimpton
Deborah Kaplan, anti-corruption counsel – Asia Pacific, Morgan
Stanley
Jacqueline Petts, head of legal – Asia, Silverlake Group
10.10
Networking and coffee break
10.30 New wave of M&A in Vietnam
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Overview of the new investment and enterprise laws including
provisions regulating M&A, capital account requirements, clarifying
definitions, prohibited businesses and application procedures
Dealing with existing licenses: compliance issues in-house counsel
will face
Do the new measures streamline regulatory processes, market entry
and expansion for foreign investors?
Comparing the new investment regimes with key jurisdictions in the
region: is the new regime better?
Oliver Massmann, partner, Duane Morris (Vietnam)
Thomas Hugger, CEO, Asia Frontier Capital HK
11.25 Pan-Asian M&A: trends and challenges
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Recent trends in the Asia M&A landscape
Jurisdictional challenges: regulatory developments and uncerctainties
Dealing with expectation gaps: trends in MAC clauses, warranties,
indemnities and liability limitations
Strategic use of warranty and indemnity insurance
Tommy Tong, partner, Herbert Smith Freehills
Brian Scott, partner, Herbert Smith Freehills
Wayne Bannon, managing director and general counsel, The Carlyle
Group
Yongkai Wong, managing director and head of legal & compliance,
CITIC Capital
Networking lunch
State of the market in China’s outbound M&A deals
An update on latest Mofcom policies and how it affects outbound
trends
Why Chinese corporates and investors are selecting the EU and US
markets as acquisition destinations: comparison of key differences in
deal terms
Overcoming key target-jurisdiction regulatory hurdles, for example
national security considerations
Joe Chang, CEO and managing director, Lincoln International
Richard Winter, CEO, Quam Capital
Greg Liu, partner, Paul, Weiss, Rifkind, Wharton & Garrison
Jeannette Chan, partner, Paul, Weiss, Rifkind, Wharton & Garrison
14.10 Exit this way: protecting your deal and effective
remedies
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The deal goes bust: what now?
Dealing with jilted parties and pitfalls to avoid
What fiduciary duties come into play?
Publicity and reputation management when a deal goes wrong
Walking away unscathed: managing break fees, MAC clauses and
how to keep options open
Raymond Goh, global counsel, Anbang Insurance Group
Eric Solberg, CEO and founder, EXS Capital
Chen Lau, managing director, JLA Asia
15.00
Networking and coffee break
15.15 Acquisition financing trends
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Challenges of financing: identifying deal flow opportunity and
restrictions in key jurisdictions
From the unitranches to enhanced borrower optionality, hot topics
and loan provisions that are fueling today’s increasingly frothy
dealmaking
Does leveraged finance have room to grow in Asia and develop into a
market of its own?
Jonathan McCullagh, managing director, HSBC
Rahul Kotwal, managing director, UBS
Derek Leung, associate general counsel, Deutsche Bank
16.10 Post-acquisition integration obstacles
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Factors influencing the integration process
Integration timeline: how to develop and implement an effective
roadmap
Moving workforce: union issues, transfer, compensation packages,
working conditions etc.
Tax risks and identifying tax planning opportunities
Sophia Yap, deputy chief ethics & compliance officer – global, CBRE
17.00
Chair’s closing remarks
To register, or for more information:
Visit: www.iflr.com/AsiaMA2015 Call: +852 2842 6980 Email: [email protected]
Asia M&A Forum 2015
March 10-11, 2015 • JW Marriott, Hong Kong
Agenda – Day 2
8.15
Registration
9.00
Opening remarks
9.10
Frenemies: best practices in joint venture
governance, competition, and exit strategies
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Umberto Nicodano, partner, Bonelli Erede Pappalardo
Stefano Micheli, partner, Bonelli Erede Pappalardo
Yongkai Wong, managing director and head of legal & compliance,
CITIC Capital
William Hay, general counsel, Baring Private Equity Asia
Case studies: addressing structural issues facing Asian investors
looking to enter the Europe market
Evaluating key industry growth sectors and challenges
Blind spots: how to determine governance and control issues
Allocating corporate opportunities and rights to compete
Structuring effective deadlock and exit processes
10.10 Best practices when managing the M&A auction
process: strategies for buyers and sellers
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Overview of today’s M&A auction process
Auction strategies, deal term trends, confidentiality challenges and
minimising your business risk
The Buyer’s Curse and other common mistakes to avoid and tips for
success
Siew Kam Boon, partner, K&L Gates
John Mann, partner, K&L Gates
Rohan Bhappu, managing director, Marsh Private Equity and M&A
Services
Carl Harris, managing director, Everstone Capital
Atin Kukreja, CEO, Rippledot Capital
11.00
Networking and coffee break
11.30 Know your ABCs: Asia-outbound opportunities
in Argentina, Brazil and Chile
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What regulatory changes are driving foreign investment?
Strategic growth: prospects in natural resources, financial services,
infrastructure, construction and retail
Which industries are being identified as acquisition targets, and
related legal restrictions
Francisco Martínez Boluda, partner, Uría Menéndez (Chair)
Mario Ignacio Artaza, chief representative – Asia Pacific, Banco Security
Kiran Sanghera, counsel, HKIAC
12.25 Developments in dealing with conflict of
interests in M&A
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Controlling shareholder conflicts
Board of Director conflicts
Executive officer conflicts
Investment banker conflicts
Kapil Kirpalani, vice president – legal and compliance officer,
HarbourVest
Darwin Lau, regional conflict officer, Morgan Stanley
Jeffrey Wilson, head of Asia Pacific M&A, Houlihan Lokey Asia
Johnathan J Chan, director and general counsel, head of Asia-Pacific
research legal and compliance, Asia-Pacific control room and large
shareholding reporting, Credit Suisse
13.15
Networking lunch
14.15 Shareholder Activism: Opportunities for Asian
M&A Players
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What opportunities are created for Asian investors through continued
shareholder activism?
What is driving the current resurgence in activism?
What tactics are activists currently using in Asia and elsewhere?
How can you prepare, respond, or take advantage of activism?
15.10 Sanction restrictions and the impact on your
business
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Do the Russia/Ukraine sanctions signal a regulatory shift?
How to conduct pre-transaction sanctions diligence
Managing ever-changing sanctions regimes
Local concerns: should we expect more sanctions activity from APAC
jurisdictions
Kyle Wombalt, partner, Herbert Smith Freehills
Velisarios Kattoulas, CEO, Poseidon Group
Andrew Meehan, APAC Head of Sanctions & Anti-Corruption, Credit
Suisse
Mina Park, corporate and investment banking and capital markets
origination legal - Asia-Pacific, Citi
Rob McMillan, Executive Director, Asia Regional Compliance, JP
Morgan
16.00
Close of conference
JW Marriott Hotel, Hong Kong
Pacific Place, 88 Queensway, Hong Kong. Tel: +852 2810 8366 Fax: +852 2845 0737 www.marriott.com
Conveniently located in the heart of Hong Kong, the JW Marriott Hotel Hong Kong offers an ideal location set atop the world-famous
Pacific Place. The guestrooms boast breathtaking views, contemporary furnishings, luxurious bedding, 42” flat-panel TV and include free
internet in all guestrooms.
To register, or for more information:
Visit: www.iflr.com/AsiaMA2015 Call: +852 2842 6980 Email: [email protected]
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March 10 & 11, 2015
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