Presentations

Governing Law really governs M&A transactions? – Key Considerations and Issues Arising from Choice of Law in Cross-Border M&A

Cross-border M&A transactions inherently involve complexities due to the involvement of multiple jurisdictions: the target company’s country of incorporation, countries where it conducts business, the investor’s home country, the nationality of syndicate lenders, and nations where collateral assets are located. Determining the appropriate governing law for contracts associated with such deals is not straightforward. There appear to be numerous instances where applicable law receives limited attention. However, as the complexity of cross-border M&A spanning multiple jurisdictions intensifies and related disputes escalate, it becomes critical to examine the challenges surrounding the selection of governing law and explore rational solutions.

Presenters

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Youn Nam Lee

Attorney/Partner, Bae, Kim & Lee Lcc

Seoul

Youn Nam is a partner at Bae Kim & Lee in Seoul, Korea.

Youn Nam primarily advises on M&A, JV, real estate, infrastructure and other alternative investment projects, as well as entertainment and sports sectors. Youn Nam has advised various private and institutional clients on a wide range of cross border M&A and real estate projects.

In addition, she serves as the head of BKL’s ESG Center, expanding her expertise to include ESG-related advisory services.

Diwakar Agarwal

Diwakar Agarwal

Partner, Stephenson Harwood

Dubai

Diwakar is a senior corporate and commercial Partner based in Dubai, with close to 30 years of experience.

He guides clients through complex, cross-border M&A transactions, private equity and venture capital deals, strategic joint ventures, and entry strategies into the Middle East.

Diwakar is a distinguished expert in supporting international equity capital market transactions with a strong focus on the Middle East and India. He has advised clients, particularly in India, on numerous public offerings involving the Middle East and other jurisdictions outside the listing jurisdiction.

Jason Jose

Jason Jiao

Partner, Nishimura & Asahi

Tokyo

Jason is a Philippine- and New York-qualified partner at Nishimura & Asahi in Tokyo. He advises on cross-border investments and major transactions, including M&A, JVs, and IP licensing. Jason has broad sector experience across infrastructure, energy, fintech, life sciences, and private equity. He has designed investment structures for multinational companies investing in both Japan and abroad, and has negotiated and advised clients on numerous contractual undertakings, including multibillion-dollar mergers and acquisitions (strategic acquisitions, investments, divestitures and joint ventures), IP-licensing agreements, and other cross-border transactions.

Jaipat Singh Jain

Jaipat Singh Jain

Partner, Lazare Potter Giacovas & Moyle Llp

New York

Jaipat represents domestic and international technology and other clients in transactional matters, principally private M&A, private securities transactions and choice, organization and governance of business entities.

Jaipat came to the United States in 1993 as an international business executive and has been practicing law there since 2000. He is a graduate of the Indian Institute of Foreign Trade (Dip. In International Trade), Delhi University (LL.B.) and Fordham University, New York (LL.M.) and is admitted in India, New York, and England & Wales (non-practicing solicitor).

Eckart Brödermann

Prof. Dr Eckart Brodermann

Attorney At Law, Brodermann Jahn

Hamburg

Prof. Dr. Eckart Brödermann holds Licensié and Maître en Droit (Paris), LL.M. from Harvard University and he is an FCIArb (London), a Lawyer (New York, Hamburg), Certified Specialist in International Business Law and Honorary Professor at the University of Hamburg. He enjoys working on cross-border contracts and structuring international transactions. He has also been active in international arbitration proceedings around the globe for decades. Due to his deep understanding of different legal cultures he is a passionate ambassador for the simplification and standardization of international contracts.

Soni Tiwari

Soni Tiwari

Partner, Mori Hamada Singapore LLP

Singapore

Soni Tiwari is a cross-border M&A and commercial RE lawyer in Mori Hamada’s Singapore office, with extensive experience across Asia, and is qualified to practise in England & Wales and India.

She has advised on cross-border M&A, real estate investments and developments, project-related financings, fund investments, and joint ventures across ASEAN and India.

Experience includes acquisitions and joint ventures in manufacturing, retail, FMCG, and energy, and real estate transactions spanning commercial, residential, and mixed-use developments, logistics/warehousing, data centres, retail and outlet malls, and fund-based investments.

Upendra Nath Sharma

Upendra Nath Sharma

Partner, J. Sagar Associates

Gurugram

Upendra’s practice primarily covers mergers, acquisitions, joint ventures, private equity, restructuring, corporate commercial, and anti-corruption matters.

Upendra’s vast experience, augmented over the years in representing multinational and domestic corporations, helps him appreciate the nuances of different sectors like manufacturing, real estate, defence, media-entertainment, IT / ITES, and retail with same vivacity.

His ability to quickly identify the critical issues in a transaction and suggest solutions for the same, has helped him navigate through some of the marque assignments for clients like Anheuser Busch InBev, Pepsi, Cinepolis, JUUL, Magneti Marelli, Avery Dennison, Suzuki, Samsung CT, among several other leading global players.