Programme

Co-Chairs Introduction

Robert DeLaMater, Partner, Sullivan & Cromwell LLP, USA

Ira Eddymurthy, Senior Partner, SSEK Law Firm, Indonesia

Anthony Kenny, Assistant General Counsel Corporate and CBS, GSK, UK

Venue: The Parliament Chamber, The Inner Temple

Key Macro Themes: “Lights, Camera... Action!”

Join us for a director’s cut of the key macro themes for the global economy and financial markets. Jan Lambregts, Head of Markets Research at Rabobank, will discuss macro trends and link them to movie genres, making relevant links between (geo)politics, markets and economies to arrive at the impact for the business outlook.

Jan Lambregts, Head of RaboResearch Global Economics & Markets, Rabobank, UK

Developments in termination rights

•  Trends in contractual protections. 

•  Pre-deal termination.

•  Geopolitical walkaway rights and breakup fees.

Moderator
Aaron Stocks, Partner, Travers Smith, UK

Speakers
Ashok Chandrasekhar, Partner, Goldfarb Seligman & Co., Israel
Jeff Lloyd, Partner, Blakes, Canada
Nadege Nguyen, Partner, Gide, France
Michael Linehan, Partner, Clayton Utz, Australia

Networking break in the Luncheon Room

Increased role of regulators

Regulators around the world are becoming more active in scrutinizing cross-border investment transactions. Not too many years ago, the US regime under CFIUS was an outlier, but now many jurisdictions have a similar review of inbound investment, and the US and a few others are seeking to increase oversight of outbound investment.

These reviews have become more expansive, going beyond the traditional focus on defense and military sectors to encompass a wider array of factors. They have also become more intensive, often requiring production of detailed information on the investor and target, and consideration of ongoing oversight and mitigation measures. This session will discuss:

•  Current developments in this area;

•  Potential approaches to addressing the impact on deal timetables;

•  Risk allocation and transaction certainty.

Moderator
Robert DeLaMater, Partner, Sullivan & Cromwell LLP, USA

Speakers
Bodo Dehne, Partner, HEUKING, Germany
Ira Eddymurthy, Senior Partner, SSEK Law Firm, Indonesia
Tom Rose, Partner, Macfarlanes, UK 
Ronaldo Veirano, Chairman, Veirano Advogados, Brazil

Networking break in the Luncheon Room

Has the sustainability dial shifted in M&A?

This session will provide a helicopter view of some of the key developments and whether or how they are impacting how lawyers approach M&A.
 
•  Strategic acquisitions of decarbonised assets - What is driving this? Is it a sufficient strategy?
 
•  Impact of increasing more refined sustainability regulation and how this is impacting due diligence and M&A terms
 
•  The hidden sustainability value in assets - Is this a real driver in M&A or is it still too early to have a significant impact? 

Moderator
Michelle T. Davies, Global Head of Sustainability, EY Law, UK 

Speaker
Sandy Foo, Partner, Rajah & Tann LLP, Singapore
Keith Fullenweider, Chair, Vinson & Elkins LLP, USA
Anthony Kenny, Assistant General Counsel Corporate and CBS, GSK, UK

1st Roundtable Sessions
Venue: The Parliament Chamber


Sustainability  

This roundtable will discuss technical aspects of ESG, and can delve deeper into some of the practical issues, that were raised during the panel discussion in the previous session.

Co-Moderators
Michelle T. Davies, Global Head of Sustainability, EY Law, UK
Anthony Kenny, Assistant General Counsel Corporate and CBS, GSK, UK


Private Equity: Current market environment and the road ahead

This roundtable will discuss the following sub-topics:
 

•  PE transactions in H2 2023/H12024: US versus other markets? Any standout transactions? 
 
•  Drivers and challenges for PE considering continued valuation uncertainties and financing
   challenges. 
 
•  Impact of regulatory challenges: Restrictive FDI regimes, Foreign subsidies regulation. 
 

•  How the various factors have been impacting PE-dealmaking including financing, deal terms and
   co-investment with strategics.
 
•  Key industries PE will remain focused on including tech/AI, energy/infrastructure/ and
   healthcare/medical and others? 
 
•  Current trends in PE secondary transactions.

Co-Moderators

Amilcar Garcia, Partner, Basham, Ringe y Correa, Mexico

Christian Herbst, Partner, Schoenherr, Austria 
Takashi Toichi, Partner, TMI Associates, Japan  

Distressed M&A
 

This roundtable will discuss any of the sub-topics from the menu below:
 

•  Before bankruptcy/Out of court transactions: How to acquire distressed assets before a bankruptcy and what to consider?
 

•  Hybrid sales – How to do a "pre-pack" (sale of assets to a new company before bankruptcy)? Completion before or after 

   bankruptcy/ and contingent on approval from trustee? 
 

•  Acquisition under a reconstruction / Chapter 11 situation with negotiations of debts.  
 

•  Acquisition from a bankruptcy trust – things to consider in a "as is" fire sale? 
 

•  Acquisition of company through purchase of debt / bonds. 
 

•  Other possible topics for discussion: 

-  The use of M&A insurance to cover representations 
-  Merger control and waiver of standstill obligations
-  Rights offering in public companies

Co-Moderators
Are Herrem, Partner, Selmer, Norway
Ngan Nguyen, Counsel, VILAF, Vietnam 
Christel Van den Eynden, Partner, Liedekerke, Belgium


Acquiring a high-tech company - Issues to consider 

This roundtable will discuss any of the sub-topics from the menu below:

•  Open source software in High Tech M&As: A recipe for disaster?

•  Poor IP protection by the M&A target: Can it be fixed (pre or post-closing)?

•  Post Closing matters: Non-compete, non-solicitation caveats and retention incentives for the sellers and target’s previous
   management/employees

•  Buyer and source of funding (any restrictions?)

•  Technology sources (any restrictions?)

•  Products/customers (any restrictions?)

•  Deal certainty (regulatory approvals, including merger filing, foreign subsidy clearance, etc.)

•  Break-up fee, price adjustment and earn-out arrangement

Co-Moderators
Lambros Belessis, Partner, Bernitsas Law, Greece
Jackie Lin, Partner, Tsar & Tsai Law Firm, Taiwan

Bahram Vakil, Founding Partner, AZB & Partners, India


AI and Due Diligence 

The amount of compute going into AI models is doubling every 6 months while AI legislation and regulations are being implemented almost as quickly. Investors pressure enterprises to adopt AI while other stakeholders urge caution. Law firms are not immune to these changes, as clients are initiating similar discussions, with their legal and other professional advisors. Within this scenario this roundtable will discuss the possible sub-topics:
 

•    Technical aspects:
      What technologies are used and who has set up the infrastructure?
      What are the use cases and how important are they for the business?
 

•    Data management
     What data is used to train AI (e.g. pPublic domain, licensed, private)?
     What data quality controls are in place?
     How (and where) is data stored and processed?
     Who monitors for bias and unfairness?
     Who monitors for compliance with data regulations and any third-party claims?
 

•    AI Regulatory compliance
     Are the AI models compliant with applicable AI regulations (and how do you know)?
 

•    Expertise
     How many data scientists are employed by the business, and how is human oversight of AI managed?
 

•    Stakeholder management
     How does AI use affect the business’s broader stakeholders and how is this monitored and managed?

Co-Moderators
Alexandru Birsan, Partner, Filip & Company, Romania
Presley Warner, Partner, Sullivan & Cromwell LLP, UK 

Closing Dinner
Venue: The Parliament Chamber