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] fo FR ri E n- E ho to us a e tte co n un d se l 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: • • • • • • 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 • • • • • • • • 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 • • • • 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 • • • • 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 • • • • • 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 • • • 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 • • • • 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 • • • • • 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 • • • 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 • • • 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 • • • • 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 • • • • 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 • • • • 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] I would like to register for IFLR’s Asia M&A Forum 2015 March 10 & 11, 2015 To Register Online www.iflr.com/AsiaMA2015 JW Marriott, Pacific Place, 88 Queensway, Admiralty, Hong Kong 1 | Register (please tick one box): Booking fee Private practice / Professional services Standard booking rate Special discount for group booking Bankers’ and corporate counsel / investment banks US$2,395 FREE Contact Emerald Mou via [email protected] for more information 2 | Your details for registration (please print): Name: Job title: Company: Address: Telephone +852 2842 6980 Fax +852 2537 5585 Email emerald.mou@ euromoneyasia.com Mail Emerald Mou Legal Media Group 27/F, 248 Queen’s Road East Wanchai Hong Kong Administrative information: Postcode: Country: Tel: Fax: Email: Please photocopy this form for additional delegates. 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