M&A professionals and industry leaders from across the world gathered at the Grange St Paul’s Hotel in London for a Global M&A Seminar 26 and 27 January 2014.
California, Norway, Malaysia, Australia and in all 27 jurisdictions were represented at the event chaired by Simon Rous, Corporate Head of UK Lawyers Ashfords LLP http://www.ashfords.co.uk/, founders of the international legal network http://www.advoc.com/.
Dinner and drinks on Sunday evening gave 85 attendees the opportunity to network with others in the corporate field. Lawyers, bankers, accountants and business representatives from a wide range of sectors including food, engineering, security and energy were able share their perspectives on the M&A process.
The following day representatives from ADVOC’s network spanning 62 countries worldwide gave fascinating insights into the legal, cultural and practical differences in the conduct of deals between their respective jurisdictions.
Delegates spoke about the opportunities for increased investment and M&A activity globally, especially in developing markets. Malaysian law firm Cheang & Ariff highlighted the opportunities provided by the federal territory of Labuan as a tax-friendly centre for acquisition structuring.
Delegates also learned of the reforms taking place across the world to open up markets to investment from overseas and reduce governmental “red tape”. Brazilian law firm, Siqueira Castro, outlined reductions in bureaucracy for investment in Brazil where most state filings and registrations are now made online.
Myanmar (formerly Burma), long closed to foreign investment, is now opening its doors. JTJB Singapore Lawyers, which recently opened an office in the country, highlighted the relaxation of restrictions on acquisition of companies by foreigners and the availability of incentives to international investment.
As opportunities for M&A activity across the world increase so do governmental efforts to streamline the transaction process, but parties must remain aware of unique formalities and pitfalls applying in different jurisdiction. Presentations included cautionary tales for businesses acquiring overseas highlighting the importance of local advice. Italian lawyers Cocuzza & Associati warned delegates of the need to ensure the notarial share transfer does not unwittingly supersede the parties’ painstakingly-negotiated share purchase agreement!
Speakers focused not only on legal procedures, but also provided invaluable insights into the cultural differences between jurisdictions. Jude Benny of JTJB Lawyers entertained the audience with his anecdotes as to the etiquette needed when applying for an investment approval in Myanmar, whilst Danish lawyers, Delacour, emphasised the importance of human equality, fairness and modesty in their country. These cultural distinctions can be as important as legal and commercial issues making “on-the-ground” specialist support crucial to the process.
Presentations were followed by a lively Q&A session highlighting key differences that had emerged over the course of the Conference. Presentations had identified contrasting legal impact between jurisdictions of pre-contractual termination of negotiations. Companies operating in the UK and USA may not be familiar with the requirements of good faith typical in civil law jurisdictions such as France and Italy, where one party can find itself liable for the costs of the other on withdrawing from negotiations, even before a binding agreement has been signed.
The event was a huge success and provided those present with a chance to network with their peers, build future business relationships and gain invaluable insights into the global M&A process. One in-house counsel of a global company said “As you can imagine I go to a lot of these conferences and as you should know I am a blunt person who says it like it is. I can say in all honesty this was the best M&A seminar I have ever attended”.
Another delegate said “The cooperative spirit between the speakers, clearly all good friends through ADVOC, made this Conference outstanding”.
In response to delegate demand plans are already afoot for another ADVOC conference in the Autumn!
By Simon Rous, Head of Corporate, Ashfords LLP