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Browse All Programs Legal Aspects of Joint Ventures, Mergers & Acquisitions, Project Finance & Privatization
Browse All Programs Legal Aspects of Joint Ventures, Mergers & Acquisitions, Project Finance & Privatization
1-Day Masterclass Workshop on The Legal Aspects of Joint Ventures, Mergers & Acquisitions, Project Finance & Privatization
Don’t MISS this opportunity to learn and share the KNOWLEDGE on building successful joint-venture partnerships in emerging markets, gain practical tips and workable understanding on conducting effective due diligence, the various methods of privatization and project financing strategies. Learn from the Master Trainer in this interactive workshop, discuss lessons learnt based on case studies and proven global best practices to minimize project risk.
Key Focus Areas:
1. Understanding the Legal Aspects of Mergers & Acquisitions
• The Importance of Mergers & Acquisitions
• Strategy for structuring M&A
• Phases of Acquisition
• Evaluation of Acquisition target
• Understand the target’s business model
• Deal Management
• Integration Management
• Corporate Development
• Legal Due Diligence in Mergers & Acquisitions
• Acquisition Methods
Case Study I: BII acquisition by Maybank Berhad
Case Study II: SerayaPower acquisition by YTL Power
2. Understanding the Legal Aspects of Business & Asset Transfer
• Purchase of Assets
• Why Assets Purchase structure?
• Categories of Assets
• Categories of Liabilities
• Structuring Investment Vehicle
• Allocation of Purchase Price
• Practical tips in negotiating Business & Asset Transfer
Case Study III: Asset Disposal of Lehman Brother of US, following its collapse
Case Study IV: Volvo acquisition by Geely from Ford Motor
Case Study V: AIA acquisition by Prudential
3. Understanding the Legal Aspects of Joint Ventures
• What is Joint Ventures?
• Incorporated vs Unincorporated Joint Venture
• Choosing a Partner in a joint venture
• Structure for the joint venture
• Management Structure
• Decision Making Process
• Transfer of Shares
• Corporate Governance of Joint Venture
• Management of the joint venture
• Dispute Mechanism
• Termination of Joint Venture
• Legal Due Diligence in Joint Venture
• Contractual Rights of Joint Venture Partners and Shareholders
• Protection to Minority Shareholder
• Exit Mechanisms
• Practical tips in negotiating Joint Venture Transaction
4. Understanding the Legal Aspects of Privatization & Project Finance
4.1 Project Finance
• Parties’ Objectives
• Structuring the Project
• Types of Project’s Vehicle
• Legal Framework
• Contractual Framework
• Bankability of the project
• Full, limited & Non-Recourse Financing
• Managing troubled project
• Principles of Risk Allocation
Case Study VI: The EuroTunnel Project
4.2 Privatization
• Privatization Process: Competitive Tender vs Negotiated Contact
• Methods of Privatization
• Due Diligence Process in Privatization
• Review Licenses, Permit and Regulations
• Study of Enabling Legislation
• Review key project, concession and financing documents
• Risk Mitigation
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About the Course Leader: Azmi Mohd Ali, is the Senior Partner of Azmi & Associates, a corporate and commercial-based law firm of more than 40 lawyers, in Kuala Lumpur, Malaysia. He is an experienced corporate lawyer with extensive expertise in areas of mergers and acquisitions, joint ventures, cross-border transactions, corporate restructuring, project finance, privatization, debt restructurings, energy, oil and gas. Prior to becoming a corporate lawyer in 1991, Azmi spent 7 years as an in-house counsel of PETRONAS (a Fortune 500 company). As a PETRONAS in-house counsel, he was involved in projects of national importance for Malaysia such as Gas Sales Agreements, Production Sharing Contracts, Joint Development Authorities and Petrochemical Projects. |
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His vast skills and experience in the areas of corporate law in Malaysia are well noted and acknowledged by various international publications including the Asia Law Profiles, Asia Legal Business and Legal 500. Every edition of Legal 500 for the past several years recognizes him as a leading corporate lawyer in Malaysia. He has represented Malaysian companies in cross border transactions involving the US, UK, Germany, France, Japan, Hong Kong, Saudi Arabia, Austria, Switzerland, Australia and many other countries. He was named as one of the members of the Merger Integration Committee of Synergy Drive Sdn Bhd in 2007, the promoter of the largest merger in the Malaysian history involving 8 listed companies, which created an entity with revenue of more than RM26 Billion per annum and market capitalization of more than RM31 Billion. (making it one of the largest companies listed on the Malaysia Stock Exchange) He has been identified by the 2006, 2007 and 2008 Asialaw Leading Lawyers survey as one of the most highly-acclaimed legal experts in the Asia-Pacific region. He has been regularly consulted by the World Bank in its annual surveys on nations’ competitiveness. He was named by ALB Magazine, as one of Asia’s 100 top ‘hottest’ lawyers of 2007 categorised in ‘The Movers’ list. He is a member of the advisory council of the Gearson Lehrman Advisory Group based in New York and is also a member of the Executive Management team of the First Law International, a law firm of network of close to 30 law firms with its headquarter in Brussels, Belgium. The firm he is strategising for, Azmi & Associates is a proud member of TerraLex, the Worldwide Network of Independent Law Firms. With more than 165 top independent law firms and 16,000 attorneys in nearly 105 countries and more than 40 States in the US, TerraLex firms are experienced in guiding clients through the challenges of international business with “Global Reach, Local Expertise”. |
