Conference programme

A global pandemic led nations to protect supply chain integrity and strategic national players to fend against opportunistic takeovers. Then came wars, export and foreign direct investment (FDI) controls and rising inflation. Yet, investment activity in Asia, and between Asia and the West, is far from over. The panel will discuss how these ‘one-in-a-lifetime’ events transformed M&A deal making in Asia.

As we emerge from the unprecedented storm of pandemic based market disruptions – and in the midst of a war in Europe, ratcheting tensions in the Pacific and a looming recession in the West – the industry and practice of private equity (PE) continues to evolve rapidly. From the immediate boost in biotech and remote technologies to the short-term glimmer of special-purpose acquisition companies (SPACs) and increasing growth and prominence of secondaries, the overlapping crises seem to have accelerated change. What lies ahead? Experts from a top PE fund in Japan and leading law firms in Hong Kong, India and Japan discuss recent trends in Asia in the PE industry and dealmaking in a novel, open and highly interactive format moderated by US and European deal lawyers.

Much like a master sushi chef carving out the poisonous liver of a Japanese puffer fish in order to successfully prepare the infamous Fugu sashimi (with success being measured by whether the customer lives to recount this potentially deadly culinary experience to colleagues the next day!), it is critical for an M&A practitioner to know precisely what assets and liabilities should be extracted from the larger business enterprise – and what legal obstacles may be encountered as part of such extraction – in order to successfully implement a carve-out transaction in Asia. The panel will discuss how to identify specific legal challenges that may be particular to certain Asian jurisdictions when executing carveouts, including key considerations when conducting due diligence, structuring the carve-out and negotiating post-closing transition matters.

The panel, comprising M&A lawyers in Asia and other jurisdictions, will share their experience with legaltech in Asian M&A deals and discuss its impact on the Asian M&A practice, noting some unique risks and opportunities in Asia compared with other jurisdictions.

Environmental, social and governance (ESG) is a boardroom topic that touches upon a wide variety of matters including environmental issues, race and gender equality, sustainability practices, labour practices and corporate governance. At the same time, the perspectives and importance of each ESG issue differ significantly depending on customer perception, regulator attitudes, general political climate and investor concerns. Mismanagement of ESG considerations is bound to result in reputational damage or potential financial losses. In the M&A context, ESG is continually presenting new challenges for potential acquirors and targets, and is becoming a key driver of M&A transactions. This session will provide an overview of the current ESG regulatory climate affecting M&A transactions and will explore the practical aspects of managing ESG issues through the various stages of M&A transactions, with focus on M&A activity in the Asia-Pacific region.

Southeast Asia is home to almost 700 million people and is one of the most economically and culturally diverse regions in the world. With different legal and political systems and economies in various stages of development, a one-size-fits-all approach to dealmaking will very often cause deals to come undone.
The panel of experts from Indonesia, Philippines, Singapore, Thailand and Vietnam (and China and South Korea) will share their experience and insights on how to deal with issues that plague transactions in their respective jurisdictions, from the perspective of both local and foreign parties.

In-house counsels play a pivotal role in complex or high-profile cross-border M&A transactions. In this panel, leading general counsels will share their experiences and valuable insights on cross-border deals: how they assist management and contribute to the success of a deal; how critical institutional knowledge can help management assess legal, regulatory and business risks; and what in-house counsels seek from external counsels at each stage of the deal. We will also hear general counsels’ perspectives on how in-house and external legal teams can collaborate  on successful transactions.

What does corporate governance mean in an Asian context? This interactive session will answer that question, covering topics including: how corporate governance in Asia is impacted by culture; external stakeholders and their spheres of influence; how governance risks are factored into M&A transactions; governance in unlisted companies (does it matter and to whom?); and the role of activism and whistleblowing in improving business culture.