All Upcoming Courses > Courses by date > August 2010 > LCF125

Cross-border Mergers and Acquisitions  

Jeffrey Wilson Vice President Asia-Pacific Corporate Finance, Houlihan Lokey
Scott Peterman Partner, Sidley Austin
Roger Ho Partner, Roger Ho & Co. in association with Zhong Lun Law Firm
Jane Yao Partner, Zhong Lun Law Firm
Date: 23 August 2010, Monday
Time: 9:30 am to 12:45 pm
Level: Standard
Accreditations:
CPD Law:   3.0
CPT SFC:   3.0
CFA CE / SER*:   3.0 / 3.0
Fee: HK$ 1,800
HK$ 1,530 - 15% off for those who register online
Certificate of Attendance: HK$30 for members who register online per course
HK$50 for non-members per course
Language: English
Course Code: LCF125
Venue: Courses & Seminars Limited
22nd Floor,
100 Queen's Road Central,
Hong Kong
MAP
   
Categories: Corporate Finance & M&A
PRC Law
Takeovers Code Related
US Securities and other US Laws
  
*
As a participant in the CFA Institute Approved-Provider Program Courses & Seminars has determined that this program is eligible for 3 credit hours, inclusive of 3 hours in the content areas of Standards, Ethics, and Regulations (SER). If you are a CFA Institute member, CE credit for your participation in this program will be automatically recorded in your CE Diary.

 
Course Details
M&A activities are picking up again since the financial crisis of 2008, both inbound & outbound of the PRC. This course will identify the challenges and issues arising out of cross-border transactions and will analyze the legal and regulatory regime governing such acquisitions as well as providing tips on mastering the complexity of cross-border M&A transaction.
 
Highlights of the course include:

  • Overview of recent cross border M&A transactions and market outlook
  • Rationale for M&A transactions
  • Current legal and regulatory environment for M&A
    • China: PRC Company Law, PRC Securities Law, M&A Rules (Circular 10), FIP Measures, etc.
    • Hong Kong: Takeovers Code, Companies Ordinance, etc.
    • US: Securities Exchange Act, Sherman Antitrust Act, etc.
  • Structuring a cross-border M&A transaction:
    • Onshore vs. offshore structures
    • Asset vs. share sale
    • Difference in acquiring a publicly listed company or subsidiary / SOE / private company
    • Consideration for acquisition – cash v. share deals
    • Financing the transaction
    • Taxation concerns
    • Corporate governance issues & implications of FCPA
  • Due diligence issues
  • Documentation issues: Letter of Intent; S&P / JV agreement; Licencing / Technical agreements; etc.
  • Employment issues
  • Key issues of closing procedures and post-closing integration
  • Pitfalls & traps to avoid
  • Case study