Cross-Border Mergers and Acquisitions

Fulbright partner Jeff Blount will conduct a sequel to the popular training course for lawyers in Hong Kong on cross-border M&A. The objectives of this course are to identify and analyze the steps, issues and documentation that are involved in a typical cross-border acquisition transaction, from the inception of the transaction to its completion.

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Schedule

The course will follow the lifecycle of a typical cross-border acquisition, and its negotiation and documentation. Discussion topics will include:

• Preliminary matters:
  • Non-disclosure agreements
  • Letters of intent
  • Term sheets
• How to plan and conduct effective legal due diligence
• Preparation and negotiation of the principal transaction documentation
  • Stock and asset purchase agreements
  • Shareholder agreements
  • Related agreements and arrangements that are present in different transactional contexts
• Identify and discuss:
  • Foreign investment approvals
  • Tax
  • Antitrust
  • Employment
  • Other legal and regulatory considerations in a typical cross-border acquisition context
• Important contractual terms of acquisition documentation
  • Representations and warranties
  • Pre and post-closing covenants
  • Purchase price adjustments
  • Earn-outs
  • Indemnification
  • Termination and remedies
• Cultural, negotiation and other practical considerations
  • How legal advisors should effectively contend with these matters

Speakers

Jeffrey A. Blount  - Fulbright & Jaworski L.L.P.

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