IFLR Asia M&A Forum 2015- Agenda

March 10&11 2015- JW Marriott Hong Kong

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Day one- Tuesday, March 10 2015

8.15 - 9.10 Registration

9.10 - 9.20 Welcome note from the IPBA and IFLR

Wilson Chu, conference chair, IPBA; partner, K&L Gates
Tim Wakefield
, managing director, IFLR

9.20 - 10.10 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

Stuart Valentine, international counsel, Debevoise & Plimpton (Chair)
Philip Rohlik
, counsel, Debevoise & Plimpton
Andy Soh, international counsel, Debevoise & Plimpton
Deborah Kaplan, anti-corruption group counsel – Asia Pacific, Morgan Stanley

10.10 - 10.30 Networking and coffee break

10.30 - 11.20 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) (Chair)
Marc Townsend, managing director, CBRE (Vietnam)
Thomas Hugger, CEO, Asia Frontier Investments

11.25 - 12.15 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 (Asia), The Carlyle Group
Yongkai Wong, managing director, company secretary and head of legal & compliance, CITIC Capital

12.15 - 13.15 Networking lunch

13.15 - 14.05
Opportunities in China outbound dealmaking

  • 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

Jack Lange, partner, Paul, Weiss, Rifkind, Wharton & Garrison (Chair)
Greg Liu, partner, Paul, Weiss, Rifkind, Wharton & Garrison
Joe Chang
, CEO and managing director, Lincoln International
Richard Winter, CEO, Quam Capital

14.10 – 15.00 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

Anthony Root, senior advisor, Moelis & Company (Chair)
Eric Solberg, founder and CEO, EXS Capital
Chen Lau, managing director, JLA Asia
Michael DeSombre, partner, Sullivan & Cromwell
Neil Hyman, partner, Slaughter & May

15.00 – 15.15 Networking and coffee break

15.15 – 16.05 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?

David Irvine, partner, Linklaters (Chair)
Rahul Kotwal, managing director, head of leveraged capital markets - Asia and special situations group - Asia Pacific, UBS
Derek Leung
, associate general counsel, Deutsche Bank

16.10 – 17.00 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 (Chair)
Aaron Au, CFO, Lei Shing Hong
Brett Stewien
, partner, Addleshaw Goddard
Patrick Yip, national M&A leader, Deloitte
Nick Chan
, partner, Squire Patton Boggs

17.00 Chair's closing remarks

Day two- Wednesday, March 11 2015

8.15 – 9.00 Registration

9.00 – 9.10 Opening remarks

9.10 – 10.05 Frenemies: best practices in joint venture governance, competition, and exit strategies

  • What does the legal trend for the establishment and the operation of JVs tell us?
  • Evaluating the key industry-specific of JVs
  • Allocating corporate opportunities and rights to compete
  • Blind spots: how to determine governance and control issues
  • Structuring effective deadlocks and exit processes

Umberto Nicodano, partner, Bonelli Erede Pappalardo
Stefano Micheli, partner, Bonelli Erede Pappalardo
William Hay, general counsel, Baring Private Equity Asia
Katy Spooner, partner – transaction services leader, Hong Kong and Southern China, PwC

10.10 – 11.00 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 (Chair)
John Mann
, partner, K&L Gates
Atin Kukreja
, founder and CEO, Rippledot Capital
Carl Harris
, managing director, Everstone Capital
Rohan Bhappu
, senior vice president – PE and M&A practice leader, Marsh

11.00 – 11.30 Networking and coffee break

11.30 – 12.20 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
Megan Peng
, managing director, head of corporate finance - Asia, BBVA
Kiran Sanghera, counsel, HKIAC

12.25 – 13.15 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
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
Ferish Patel
, counsel, Davis Polk & Wardwell
Darwin Lau, regional conflict officer, Morgan Stanley

13.15 – 14.15 Networking lunch

14.15 – 15.05 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 (Chair)
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

15.10 Networking and coffee break

Close of conference


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