Are SPAs converging to an international standard? Or do local differences remain?

Date
Friday, April 26
Time
11:00-12:30
Location (Room)
soleil

In cross-border M&A transactions, the terms of SPA can vary based on the countries involved. While there might be certain standardized clauses or principles commonly used across borders. For instance, we see certain standardized clauses related to warranties, representations, indemnities, dispute resolution mechanisms but closing conditions might differ due to country-specific legal requirements or customary practices. It would be interesting and beneficial to share and discuss the recent trend of SPA drafting from this perspective.

Moderator

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Youn Nam Lee

As a partner of BKL’s Corporate M&A Practice group, Youn Nam LEE, has advised clients mainly on M&A, real estate, infrastructure and other alternative investment deals and also handles entertainment and sprots cases. She has advised a number of large-scale outbound and inbound investment projects for global companies, priviate equity funds and financial institutions for over twenty years.

She also serves as the vice chair of Cross Border Investment Committee at IPBA.

Speaker

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Min Gon Kim

Partner of Demarest’s M&A and Corporate practice area, Min Gon Kim holds a master’s degree (LLM) from Columbia Law School (NY/USA), a postgraduate degree in Corporate Law from Fundação Getulio Vargas and a bachelor’s degree in law from Universidade Presbiteriana Mackenzie. Min worked as a foreign associate at Holland & Knight LLP in Miami. He was also a foreign associate at Kim & Chang in Seoul (2014) and most recently worked as a visiting associate at Carey Abogados in Santiago, Chile. Min concentrates his practice in the corporate area, leading the Korean/Asian Desk, with an emphasis on mergers and acquisitions, private equity investments, joint ventures, crossborder operations and corporate restructuring. His main clients include Brazilian and international companies from various economic sectors. Min has been elected and appointed by Chamber Global as a leading lawyer in the area of Corporate Law and Mergers and Acquisitions, as well as a foreign specialist in Brazil in the area of Corporate Law and Mergers and Acquisitions, since 2012.

Speaker

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Dierk Ullrich

Dierk Ullrich is a corporate partner of Fasken in Vancouver, where he assists privately-held businesses, foreign investors, financial and educational institutions on mergers and acquisitions, financings, and general commercial matters. Dierk also uses his in-depth experience to also advise clients on regulatory and compliance matters regarding consumer protection, financial services and payday loans, mortgage brokerage, and liquor licensing. He also assists foreign and Canadian businesses with their operations and distribution networks in Canada and abroad. With a focus on serving Asian clients with their acquisitions or investments in Canada and their Canadian subsidiary’s, Dierk chair’s Fasken’s Japan and Korea practice groups.

Speaker

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Rishabh Shroff

Rishabh Shroff is a Partner of Cyril Amarchand Mangaldas. He is based in the Mumbai office of the Firm. After completing his LL.B at the London School of Economics, London, he joined the Firm in September 2007. He was admitted as an advocate in the Bar Council of Maharashtra & Goa (India) in 2007. He is also a Solicitor, Supreme Court of England & Wales.

Rishabh is the Co-Head of the Private Client practice at the Firm, specializing in family constitutions and settlements, trusts, wills and succession planning. He provides succession, taxation, estate and wealth planning advice to wealthy individuals and their families, who are often promoters of large family businesses. He also provides related advice to trustees and other private client service providers, such as family offices and institutional / corporate trustees.

Speaker

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Rohitashwa Prasad

Admitted to practice in India and New York, his practice focuses on M&A, Private Equity, and Capital Markets.

In the more than 25 years of his practice, Rohitashwa has had extensive experience in advising various businesses, investment banks, private equity funds in multifarious transactions such as strategic acquisitions, asset sales, financial investments, joint ventures, fund raising, IPOs, QIPs and FCCBs. In his M&A practice, Rohitashwa has had particular experience in dealing with listed companies and advising on India’s Takeover Regulations. He also has significant experience of advising and interacting with the Government of India in its disinvestment programme. He has also, in the early years of his career, done litigation in the Supreme Court of India and in a State High Court in India.

He has been actively involved with the IPBA – attending and speaking at its annual conferences since 2016.

Speaker

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Saerim Kim

Saerim has over 10 years' experience of advising on a range of corporate and commercial matters with a focus on private M&A transactions (both domestic and cross border).

Saerim has a particular focus on real estate M&A transactions and cross border real estate investment from the Middle East and Asia, acting for high net worth individuals and institutional investors. Saerim also provides general corporate advice in relation to joint ventures, group reorganisations and corporate governance.

Saerim also leads the firm’s Korea initiative. She regularly assists Korean clients (both corporations and high net worth individuals) engaging in cross-border transactions and conducting business in the UK.

Speaker

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Chaiwat Keratisuthiathorn

Chaiwat Keratisuthisathorn is a partner in Tilleke & Gibbins' corporate and commercial group and head of the firm's real estate practice in Thailand. He specializes in real estate matters (acquisitions, sales, leases, etc.) in Thailand and advises clients on property laws, legal and land due diligence, title searches and transfers, requisite agreements, preparing required documents, and representing clients at the land office to register property rights. Chaiwat is ranked as a leading real estate lawyer in Thailand by Chambers Asia Pacific, Asialaw Profiles, and The Legal 500 Asia Pacific.

Chaiwat is also heavily involved with M&A matters, for which he regularly leads legal due diligence exercises ahead of major commercial transactions. In addition, he advises clients on establishing and operating a business in Thailand (e.g., limited company, representative office, branch office, foreign business license and foreign business certificate, corporate secretary services, etc.) and on immigration and work permit matters.

Chaiwat graduated with a law degree from Thammasat University and obtained a master’s degree from Case Western Reserve University. He is a member of the Lawyers Council of Thailand and the Thai Bar Association. He currently sits on the Board of Directors for the Australian-Thai Chambers of Commerce.