Corporate Governance

Transcription

1 INTERNATIONAL BAR ASSOCIATION CONFERENCES UP TO 7.5 CPD/CLE HOURS AVAILABLE * Corporate Governance Recent Trends and Developments January 2014 Raffles Hotel Singapore, Singapore A conference co-presented by the IBA Capital Markets Forum and IBA Corporate and M&A Law Committee, supported by the IBA Asia Pacific Regional Forum Trade liberalisation has removed barriers between countries, allowing corporations to pursue worldwide business opportunities. As investor involvement intensifies, the demand for better corporate governance to achieve higher levels of trust and confidence increases. Poor governance can also lead to market instability, as witnessed during global financial crises. Singapore, a key connectivity hub in Asia, is the venue for the inaugural IBA Corporate Governance Conference. Presented jointly by the Capital Markets Forum and the Corporate and M&A Law Committee, supported by the Asia Pacific Regional Forum, this conference aims to examine prevailing corporate governance and regulatory issues in key economic continents. It will highlight best practices and strategies for public and private companies as well as address specific issues relevant to shareholders and directors. The conference also aims to give legal professionals an understanding of the value and advantage of IBA. As the largest association of legal professionals, members gain access to essential legal expertise and networking opportunities, which forms a strong foundation for various activities. Topics include: Corporate governance recent trends in the US, Europe and Asia: are regulations imposing more duties on board of directors? Executive compensation what should be the role of shareholders? The role of investors in corporate governance how will investors add value at the board level? Management of risks whose responsibility is it? Effectiveness of board composition, skills, diversity, proportion of independent directors: do these matter? M&A/takeover defence the role of directors Who should attend? Legal professionals, directors, board committee members and shareholders who would like to keep abreast of corporate governance and regulatory issues. *As per the Solicitors Regulation Authority of England and Wales. The number of CPD points/ hours available may vary for other bar associations and law societies depending on their criteria.

2 Programme Conference Co-Chairs Rachel Eng WongPartnership, Singapore; Co-Chair, IBA Capital Markets Forum Sergio Sánchez Solé J&A Garrigues, Barcelona; Chair, IBA Corporate Governance Subcommittee Thursday 16 January Registration Opening address by Conference Co-Chairs Keynote address Simon Israel Chairman, Singapore Telecommunications Ltd, Singapore Corporate governance recent trends in the US, Europe and Asia: are regulations imposing more duties on board of directors? Over the years, rules and regulations relating to corporate governance have become increasingly strict. In particular, much of the spotlight has been placed on directors, and the scope and extent of their duties. This panel will share their insights to the recent trends in this area across different parts of the world. Moderators Derk Lemstra Stibbe, Amsterdam; Secretary-Treasurer, IBA Capital Markets Forum Sergio Sánchez Solé Panellists Dennis Barsky Jones Day, Singapore Roberto Guerrero Guerrero Olivos Novoa Errázuriz Abogados, Santiago de Chile Zia Mody AZB Partners, Mumbai Takashi Toichi Anderson Mori & Tomotsune, Tokyo; Secretary, IBA Current Developments Subcommittee Networking coffee/tea break Executive compensation what should be the role of shareholders? The CEO and senior management team of a company collectively drive the business of the company for its shareholders. It is therefore widely acknowledged that the management team should be adequately compensated. This panel will examine whether the board is best placed to assess the performance and decide on the compensation of senior management and consider whether other stakeholders such as shareholders should weigh in on this decision as well. Additionally panellists will discuss criteria for management compensation applied by boards and shareholders, regulatory efforts to impose bonus caps, like the EU regulation on bonus caps for the financial services industry and the likely effects of any regulation. Moderators Rachel Eng Christian Herbst Schoenherr, Vienna; Senior Vice-Chair, IBA Corporate and M&A Law Committee Panellists Thomas Britt Debevoise & Plimpton, Hong Kong Lee Ming Chua General Counsel, GIC Pte Ltd, Singapore Graham Gibb MacFarlanes, London Wolfgang Grobecker P+P Pollath & Partners, Munich Christoph Kurth General Counsel, UBS, Singapore Yingling Wei Junhe Law Firm, Beijing Lunch and networking Speaker Justice Jack B Jacobs Delaware Supreme Court, Wilmington Continuing Professional Development/Continuing Legal Education For delegates from countries where CPD/CLE is mandatory, the International Bar Association will be pleased to provide a Conference Certificate of Attendance which, subject to the exact CPD/CLE requirements, may be used to obtain the equivalent accreditation in your jurisdiction. This conference has been accredited for CPD/CLE by the Solicitors Regulation Authority of England and Wales. New York and Californian attorneys may submit their certificates of attendance issued, and apply this credit earned to their New York and Californian CLE requirement. Delegates should ask staff at the registration desk for information as to how to obtain the hours. Kindly supported by

3 Thursday continued Friday 17 January The role of investors in corporate governance how will investors add value at the board level? The board and management work hard to deliver returns to the company s shareholders. But, shareholders come in different forms and have different expectations. This panel will examine how a company and its board may seek to harness the strengths of its shareholders towards effective corporate governance and value creation. Moderators Ellisa Habbart Delaware Counsel Group, Wilmington; Secretary, IBA Corporate Governance Subcommittee Petra Zijp NautaDutilh NV, Amsterdam Panellists Bertrand Cardi Darrois Villey Maillot Brochier, Paris Steven Cohen Wachtell Lipton Rosen & Katz, New York; Publication and Newsletter Editor, IBA Corporate and M&A Law Committee Nicholas Nash Director & Principal, General Atlantic Singapore Fund Pte Ltd, Singapore Bob Wooder Blake Cassels & Graydon, Vancouver Annabelle Yip WongPartnership, Singapore Networking coffee/tea break Management of risks whose responsibility is it? With the collapse of major corporations in recent decades, the questions often asked is Who is responsible for risk management within a company?. The challenge for an organisation is that risks come in many forms: operational, financial, legal, compliance, technology, investment, etc. This panel will examine the topic to review how the multitude of risks within the organisation should be managed and to what extent the board may or may not delegate risk management to the company officers. Moderators Katherine Ashton Debevoise & Plimpton, London; Senior Vice- Chair, IBA Capital Markets Forum Guy Harles Arendt & Medernach, Luxembourg; Treasurer, IBA Corporate and M&A Law Committee Panellists Hisashi Hara Nagasima Ohno & Tsunematsu, Tokyo Andrew Lim Allen & Gledhill, Singapore Irving Low KPMG Advisory, Singapore 1900 Conference reception and dinner 1 Altitude Stellar 1 Raffles Place, Singapore Only registered delegates may attend. Transport is arranged from Raffles Hotel Singapore to 1 Altitude Stellar at Registration Effectiveness of board composition, skills, diversity, proportion of independent directors: do these matter? An important focus of the corporate governance movement has been enhancing the effectiveness of the board of directors. Board composition can be a significant obstacle to creating a highly effective board. This panel will examine how to achieve an optimal board composition, having regard to regulatory requirements, director independence, demographic diversity and experiential requirements. The discussion will not be limited to public companies, but will also focus on best practices for private companies. Moderators Jocelyn Kelley Blake Cassels & Graydon, Vancouver; Senior Vice- Chair, IBA Corporate and M&A Law Committee Tatsu Katayama Anderson Mori & Tomotsune, Tokyo; Membership Officer, IBA Capital Markets Forum Panellists Peter Brien Slaughter & May, Hong Kong William Chua Sullivan & Cromwell, Hong Kong Gaike Dalenoord NautaDutilh N.V., Amsterdam Hojoon Moon Lee & Ko, Seoul Cyril Shroff Amarchand & Mangaldas & Suresh A Shroff & Co, Mumbai Networking coffee/tea break M&A/takeover defence role of directors In the event of a takeover, the directors of a company will need to think beyond the management or day-to-day affairs of the company. They will need to consider the impact of the takeover on various stakeholders and determine whose interests they are required to protect. This panel will examine the role of directors in the event of M&A activities or takeovers in relation to the company. Moderators Pere Kirchner Cuatrecasas, Goncalves Pereira, Barcelona; Co- Chair, IBA Capital Markets Forum Hans-Jörg Ziegenhain Hengeler Muller, Munich; Chair, IBA Current Legal Developments Subcommittee Panellists Tou Chen Chang Managing Director, Head of Global Banking, South East Asia, HSBC, Singapore David Friedlander King & Wood Mallesons, Sydney Prabhat K Mehta Sidley Austin, Singapore Yun Zhou Zhong Lun Law Firm, Shanghai Closing remarks The organisers may at any time, with or without giving notice, in their absolute discretion and without giving any reason, cancel or postpone the conference, change its venue or any of the other published particulars, or withdraw any invitation to attend. In any case, neither the organisers nor any of their officers, employees, agents, members or representatives shall be liable for any loss, liability, damage or expense suffered or incurred by any person, nor will they return any money paid to them in connection with the conference unless they are satisfied not only that the money in question remains under their control but also that the person who paid it has been unfairly prejudiced (as to which, decision shall be in their sole and unfettered discretion and, when announced, final and conclusive).

4 Information Date January 2014 Venue Raffles Hotel Singapore 1 Beach Road, Singapore Telephone: DID: Fax: nooraslinda.bintehussin@raffles.com Language All working sessions and conference materials will be in English. How to register Register online by 10 January 2014 at conf524.aspx and make payment by credit card, to avail of the ten per cent online registration discount or complete the attached registration form and return it to Rena Park at the IBA together with your payment. You should receive ed confirmation of your registration within five days; if you do not then please contact Rena Park at rena.park@int-bar.org. Fees Online registrations received: on or before until 6 December January 2014 IBA member $975 $1115 SCCA member $975 $1115 Non-member* $1185 $1320 Young lawyers (under 30 years) $730 $1320 Academics/judges (full-time) $730 $1320 Public lawyers $730 $1320 Corporate counsel $880 $1320 After 10 January 2014 registrations must be received in hard copy at the IBA office. Hard copy registration forms and fees received: on or before after 6 December December 2013 IBA member $1085 $1235 SCCA member $1085 $1235 Non-member* $1315 $1470 Young lawyers (under 30 years) $810 $1470 Academics/judges (full-time) $810 $1470 Public lawyers $810 $1470 Corporate counsel $975 $1470 * By paying the non-member fee, we welcome you as a delegate member of the IBA for the year in which this conference is held, which entitles you to the following benefits: 1) Password access to certain parts of the IBA website. 2) Receipt of IBA E-news and access to online versions of IBA Global Insight. 3) Pay the member rate for any subsequent conference registrations for this calendar year. If you would like to become a full or general member of the IBA, which includes membership of one committee or more and inclusion in and access to our membership directory we encourage you to do so now in order to register for this conference at the member rate. Full details of how to join can be found at Fees include: Attendance at all working sessions Conference materials, including any available speakers papers submitted to the IBA before 3 January 2014 Access to the above conference working materials from the IBA website ( approximately seven days prior to the conference Lunch on Monday Tea and coffee during breaks Reception dinner on 16 January 2014 Please note that registrations are not transferable. List of participants In order for your name to appear in the list of participants, which will be distributed at the conference, your registration form must be received by 10 January 2014 at the latest. Registration confirmation All documentation regarding your attendance at the conference can now be obtained from the IBA website. Upon receipt of your payment for the conference a confirmation will be sent containing instructions on how to download the documents. Registration confirmation will not be distributed by post. Travel arrangements and visas Participants are responsible for making their own travel arrangements. It is recommended that you check your visa requirements with your local embassy or consulate. We are unable to dispatch visa invitation letters to support your visa application prior to receipt of your registration form and full payment of registration fees. Please apply for your visa in good time. Promotional literature Please note that no individual or organisation may display or distribute publicity material or other printed matter during the conference, unless by prior arrangement with the IBA. Organisations and companies wishing to discuss promotional opportunities should contact the Sponsorship Department at the IBA (sponsorship@int-bar.org). Conference sell-outs The IBA places its conference in venues of a suitable size for the event; however there are times when our conferences may sell out. Should this happen, prospective delegates will be informed and a waitlist will operate. The waitlist will function on a first come, first served basis, subject to receiving registered delegate cancellations. The IBA will not be liable for any travel or accommodation expenses incurred by an individual who travels to the conference without a confirmed place at the event. A reduced rate is offered to lawyers who are over the age of 65, have been an IBA member for more than 20 years and are no longer practising law. Full payment must be received in order to process your registration.

5 Payment of registration fees Pounds sterling: by cheque drawn on a UK bank and in favour of the International Bar Association. Please send to: 4th Floor, 10 St Bride Street, London EC4A 4AD, United Kingdom. OR by bank transfer to the IBA account number: (Sort Code ) at the National Westminster Bank, St James s & Piccadilly Branch, 208 Piccadilly, London W1A 2DG, United Kingdom or SWIFT address NWBKGB2L, IBAN GB05NWBK Please ensure that a copy of the bank transfer details is attached to your registration form. Euro: by cheque or bank draft, drawn on a euro zone bank and converted at the current rate of exchange and in favour of the International Bar Association. OR by bank transfer to the IBA bank account number 550/00/ (Sort Code ) at the National Westminster Bank, St James s & Piccadilly Branch, 208 Piccadilly, London W1A 2DG, United Kingdom or SWIFT address NWBKGB2L, IBAN GB58NWBK Please ensure that a copy of the bank transfer details is attached to your registration form. US dollars: by cheque converted at the current rate of exchange and drawn on a US bank and in favour of the International Bar Association. Please send to: 4th Floor, 10 St Bride Street, London EC4A 4AD, United Kingdom. OR by bank transfer to the IBA account number: (Sort Code ) at the National Westminster Bank, St James s & Piccadilly Branch, 208 Piccadilly, London W1A 2DG, United Kingdom. SWIFT address NWBKGB2L, IBAN GB55NWBK Please ensure that a copy of the bank transfer details is attached to your registration form. Credit card payments: by Visa, MasterCard or American Express. No other cards are accepted. PLEASE ENSURE THAT YOUR NAME AND [CON524SINGAPORE] APPEAR ON ANY TRANSFER OR DRAFT. No Deductions or Withholdings All fees payable to us by you in accordance with the terms contained in this Information section shall be paid free and clear of all deductions or withholdings whatsoever. If any deductions or withholdings are required by law to be made from any fees payable to us by you under the terms contained in this Information section you shall pay such sum as will, after the deduction or withholding has been made, leave us with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If we obtain the benefit of any tax credit or other relief by reference to any such deductions or withholdings, then we shall repay to you such amount as, after such repayment has been made, will leave us in no worse position than we would have been had no such deductions or withholdings been required. Cancellation of registration If cancellation is received in writing at the IBA office by 20 December 2013, fees will be refunded less a 25 per cent administration charge. We regret that no refunds can be made after this date. Provided you have cancelled your registration to attend an IBA conference in accordance with the terms of the cancellation of registration clause included in the Information section of the relevant conference programme, you must then confirm to us in writing at the IBA office as soon as possible but in no event later than one year (12 calendar months) from the date of any such conference all necessary details to enable any reimbursement owed to you to be paid. We regret that no refunds will be made after the date that is one year (12 calendar months) after the date of the relevant conference. Social programme 16 January Conference reception and dinner 1 Altitude Stellar Level 62, 1 Raffles Place, Singapore Tel: All attending delegates will be invited to a pre-dinner cocktail at the1- Altitude Gallery & Bar which is the world s highest al fresco bar. It stands at the peak of 282 metres (925 ft) and boasts a spectacular 360-degree view. After the drink reception at the roof-top bar, all delegates will be invited to our social dinner in Stellar on level 62 just one level down from the pre-dinner cocktail. It is a restaurant that serves modern cuisine focusing on artisanal methods of preparation. Dress code: Smart casual attire for all outlets. No flip-flops or slippers allowed. No shorts and bermudas are allowed. The management of restaurant reserves the authority to deny entry to any customer who does not adhere to the dress code. Hotel accommodation A limited number of rooms have been reserved at the Raffles Hotel Singapore for the nights of January 2014: Raffles Hotel Singapore Ma Fenady Uriarte Reservations Group Manager Raffles Hotel Singapore 1 Beach Road, Singapore Tel: Fax: mafenady.uriarte@raffles.com The following rates are per room, per night and Inclusive of buffet breakfast, but exclusive of ten per cent service charges and seven per cent local taxes. Raffles Inc stateroom Suite: 500 SGD/single occupancy 550 SGD/double occupancy Please complete the attached accommodation form and send it direct to the hotel to make your reservation. The hotel requires a credit card number to secure your reservation. Cancellation and no-show policy In the event that any cancellation or shortening of stay is received after 10 December 2013, full duration suite charge will be applied accordingly to the credit card provided. Please note that in the event of no-shows, full duration suite will be charged to the individual guest s credit card given at the time of booking. Please note that any reservation made after [10 December 2013] will be subject to availability and cannot be guaranteed at the special IBA rate. As a limited number of rooms have been blocked at the hotel, availability cannot be guaranteed once the room block is full. Delegates are responsible for making accommodation reservations directly with the hotel and entering into an agreement with the hotel regarding credit card guarantees, cancellation terms and conditions, and room rates (should these differ from the special IBA rate). The IBA cannot accept responsibility for hotel accommodation disputes between a delegate and the hotel.

6 LL.M in Global Professional Training with the International Bar Association and the University of Law a careerenhancing commitment to excellence. International Legal Practice Designed in conjunction with the International Bar Association, this LL.M is a tailored, professional programme for graduates and practising lawyers seeking career-enhancing postgraduate legal qualifications. The programme is aimed specifically at building cross-border commercial legal knowledge. The benefits of the LL.M in International Legal Practice You choose what to study Tailor what you study to your career path and/or practice area All modules are practice-led with contributions from leading global law firms You choose how to study Study your LL.M at a time and place that suits you Full-time LL.M in London It has exceeded my expectations this course in its entirety is the best study experience that I have had. Starts in September 2014 at our London Moorgate centre Three workshops per week 2.5 hours each Supported by i-tutorials, online test and feedback exercises and independent learning and research S-mode modules Start in January or July each year Online study with one-to-one online supervision from a University tutor Nine units per module We supply an extensive suite of user-friendly, practical course material including electronic learning aids You choose your pace of learning Modular course design enables you to determine your own pace of learning S-mode modules start in January and July each year Register now and take that step for educational and career development The i-tutorials are very easy to use and informative, an excellent way for busy practitioners to learn. Module First available start date Business, finance and the legal services market January 2014 International intellectual property practice January 2014 International commercial legal practice January 2014 International public companies practice January 2014 International capital markets and loans practice January 2014 International mergers and acquisitions practice January 2014 International antitrust practice January 2014 International business organisations January 2014 International arbitration practice January 2014 International joint ventures January 2014 For further information, and to register please llm@lawcol.co.uk

7 Registration form Corporate Governance Recent Trends and Developments January 2014, Raffles Hotel Singapore, Singapore Please read the Information section before completing this form and return it together with your payment to Rena Park at the address below. 27th Floor, Centre One Building West Wing 26 Euljiro-5gil, Jung-gu, Seoul, , South Korea Personal details (Please attach your business card or write in block capitals) Title Given name Family name Name and country to be shown on badge (if different from above) IBA/SCCA membership number (if applicable) Date of birth Firm/company/organisation Address Tel Fax Special dietary requirements TO OBTAIN A TEN PER CENT DISCOUNT ON THE FEES BELOW, PLEASE REGISTER BY 10 JANUARY 2014 ONLINE AT IBA MEMBERS CAN REGISTER ONLINE BY 6 DECEMBER 2013 FOR $975 PLEASE SEE INFORMATION FOR FURTHER ONLINE REGISTRATION DETAILS. Hard copy registration forms and fees received: on or before 6 December after 6 December amount payable IBA member $1085 $1235 $ SCCA member $1085 $1235 $ Non-member* $1315 $1470 $ Young lawyers (under 30 years) $810 $1470 $ Academics/judges (full-time) $810 $1470 $ Public lawyers $810 $1470 $ Corporate counsel $975 $1470 $ Social function 16 January 2014, 1900 Conference reception and dinner I would like to attend (Please note only registered delegates may attend.) TOTAL AMOUNT PAYABLE $ A REDUCED RATE IS OFFERED TO LAWYERS WHO ARE OVER THE AGE OF 65, HAVE BEEN AN IBA MEMBER FOR MORE THAN 20 YEARS AND ARE NO LONGER PRACTISING LAW. PLEASE CONTACT THE IBA OFFICE FOR FURTHER INFORMATION. *JOIN THE IBA TODAY AND REGISTER FOR THIS CONFERENCE AT THE IBA MEMBER RATE. PLEASE FIND THE MEMBERSHIP APPLICATION FORM AT FULL PAYMENT MUST BE RECEIVED IN ORDER TO PROCESS YOUR REGISTRATION. PLEASE NOTE THAT REGISTRATIONS ARE NOT TRANSFERABLE.

8 Payment details I enclose a cheque/bank draft made payable to the IBA for the total amount payable. I have transferred to the IBA bank account the total amount payable and have attached a copy of the bank transfer details. Please charge the total amount due to my (delete as appropriate) Visa/MasterCard/American Express. Other cards are not accepted. Card number Start date Expiry date Name of cardholder Signature Date Where did you first hear about this conference? IBA CONFERENCE OTHER CONFERENCE DIRECT MAIL INTERNET ADVERTISEMENT EDITORIAL RECOMMENDATION OTHER Please provide further details, quoting code (if applicable) IBA listings are provided to relevant third parties for marketing purposes. The IBA will treat your personal information with the utmost respect and in accordance with UK data privacy laws. If you are agreeable to passing on your details, please tick this box If you do not wish to receive IBA information and materials, please tick this box Your details will however be included in the list of participants. Please send the completed form to: International Bar Association Rena Park Asia office, 27th Floor, Centre One Building West Wing 26 Euljiro-5gil, Jung-gu, Seoul, , South Korea Tel: + 82 (0) Fax: +82 (0) rena.park@int-bar.org For office use only Payment Banked Processed

9 Accommodation form Corporate Governance Recent Trends and Developments January 2014, Raffles Hotel Singapore, Singapore Please refer to the Hotel accommodation section before completing this form MA FENADY URIARTE, RESERVATIONS GROUP MANAGER, RAFFLES HOTEL SINGAPORE 1 BEACH ROAD, SINGAPORE TEL: FAX: MAFENADY.URIARTE@RAFFLES.COM Personal details (Please attach your business card or write in block capitals) Title Given name Family name Firm/company/organisation Address Tel Fax Raffles Inc stateroom Suite: 500 SGD/single occupancy 550 SGD/double occupancy THE RATE INCLUDES BUFFET BREAKFAST, BUT EXCLUDES TEN PER CENT SERVICE CHARGES AND SEVEN PER CENT LOCAL TAXES. ANY RESERVATIONS MADE AFTER 10 DECEMBER 2013 WILL BE SUBJECT TO AVAILABILITY AND CANNOT BE GUARANTEED AT THE ABOVE RATES. Please reserve Raffles Inc stateroom Suite Arrival date Departure date TO SECURE YOUR BOOKING THE HOTEL REQUIRES ONE NIGHT S DEPOSIT PER ROOM. CANCELLATION AND NO-SHOW POLICY IN THE EVENT THAT ANY CANCELLATION OR SHORTENING OF STAY IS RECEIVED AFTER 10 DECEMBER 2013, FULL DURATION SUITE CHARGE WILL BE APPLIED ACCORDINGLY TO THE CREDIT CARD PROVIDED. PLEASE NOTE THAT IN THE EVENT OF NO-SHOWS, FULL DURATION SUITE WILL BE CHARGED TO THE INDIVIDUAL GUEST S CREDIT CARD GIVEN AT THE TIME OF BOOKING. Accommodation guarantee Reservations cannot be made without a valid credit card number (Visa, MasterCard, American Express and Diners Club are accepted).. Card number Start date Expiry date Name of cardholder Signature Date BY COMPLETING THE ACCOMMODATION FORM, YOU ENTER INTO AN AGREEMENT WITH THE HOTEL REGARDING CREDIT CARD GUARANTEES, CANELLATION/NO-SHOW TERMS AND CONDITIONS AND ROOM RATES. THE IBA CAN NOT ACCEPT RESPONSIBILITY FOR HOTEL ACCOMMODATION DISPUTES BETWEEN A DELEGATE AND THE HOTEL. Please return to Raffles Hotel Singapore Ma Fenady Uriarte Reservations Group Manager, Raffles Hotel Singapore 1 Beach Road,Singapore Tel: Fax: mafenady.uriarte@raffles.com Website:

10 INTERNATIONAL BAR ASSOCIATION CONFERENCES UP TO 7.5 CPD/CLE HOURS AVAILABLE 2nd IBA European Corporate and Private M&A Conference 6 7 February 2014 Maison du Barreau, Paris, France A conference presented by the IBA Corporate and M&A Committee, supported by the IBA European Regional Forum Topics will include: Current legal developments in European private M&A Use of SPVs in a low tax jurisdiction in the context of cross-border M&A transactions: opportunities and risks Minority interests and control under competition rules Corporate governance issues in M&A deals, including executive compensation and conflicts of interest Distressed M&A techniques and safeguards for interested buyers Multi-party arbitrations arising out of M&A transactions Technology driven M&A deals Who should attend? European and international lawyers, in-house counsel, investment bankers, accountants and specialists from mergers and acquisitions business involved in European M&A London São Paulo Seoul The Hague Washington DC 4th Floor, 10 St Bride Street, London EC4A 4AD, United Kingdom Tel: +44 (0) Fax: +44 (0)

11 with a population of more than 13 million, the capital of Japan and the seat of Japanese government is one of the largest metropolises in the world. A city of enormous creative and entrepreneurial energy that enjoys a long history of prosperity, Tokyo is often referred to as a command centre for the global economy, along with New York and London. Not only a key business hub, Tokyo also offers an almost unlimited range of local and international culture, entertainment, dining and shopping to its visitors, making it an ideal destination for the International Bar Association s 2014 Annual Conference. what will tokyo 2014 offer? The largest gathering of the international legal community in the world a meeting place of more than 4,500 lawyers and legal professionals from around the world More than 180 working sessions covering all areas of practice relevant to international legal practitioners The opportunity to generate new business with the leading firms in the world s key cities A registration fee which entitles you to attend as many working sessions throughout the week as you wish Up to 25 hours of continuing legal education and continuing professional development A variety of social functions providing ample opportunity to network and see the city s key sights, and an exclusive excursion and tours programme To register your interest, please contact: International Bar Association 4th Floor, 10 St Bride Street, London EC4A 4AD, United Kingdom Tel: +44 (0) Fax: +44 (0) ibaevents@int-bar.org

12 International Bar Association the global voice of the legal profession The International Bar Association (IBA), established in 1947, is the world s leading organisation of international legal practitioners, bar associations and law societies. The IBA influences the development of international law reform and shapes the future of the legal profession throughout the world. It has a membership of more than 50,000 individual legal professionals and 205 bar associations and law societies spanning all continents and has considerable expertise in providing assistance to the global legal community. Grouped into two divisions the Legal Practice Division and the Public and Professional Interest Division the IBA covers all practice areas and professional interests, providing members with access to leading experts and up-to-date information. Through the various committees of the divisions, the IBA enables an interchange of information and views among its members as to laws, practices and professional responsibilities relating to the practice of law around the globe. Additionally, the IBA s world-class conferences provide unrivalled professional development and network-building opportunities for international legal practitioners, senior business professionals, regulators and government officials. IBA Capital Markets Forum overview The Capital Markets Forum is a private sector initiative set up to monitor and assist in the orderly development of capital markets, while recognising the importance of the legal role in providing a framework in which market forces can work most efficiently, and in settling the parameters of fair behaviour. Advert space Membership is open to non-lawyers to enable a practical interaction and communication channel between business lawyers, market professionals and regulators. Forum members have the opportunity to contribute on a practical level to the activities of the forum via discussion groups established to comment on hot topics of concern to practitioners. Additionally, the Forum works with the following committees to form the Financial Services Section: Banking Law Insurance Investment Funds Securities Law IBA Corporate and M&A Law Committee overview Corporate law is central to every modern economy, whether developed or developing. Internationalisation and globalisation of economic activity make corporate law and mergers and acquisitions issues central to the practice of business law. The Corporate and M&A Law Committee aspires to be the leading global forum for the education, exchange of know-how and networking of corporate, corporate compliance, private equity and M&A practitioners around the world. IBA Asia Pacific Regional Forum overview In addition to offering an unrivalled opportunity to establish contact among lawyers within and outside the region, and with acknowledged experts on different areas of law, specialist Forum activities provide an unparalleled opportunity to keep abreast of legal business developments in the region. Members also benefit from excellent working relations with national Bars, the Inter- Pacific Bar Association and LAWASIA. Contact information International Bar Association 4th Floor, 10 St Bride Street, London EC4A 4AD, United Kingdom Tel: +44 (0) Fax: +44 (0) member@int-bar.org