DOCSLIB.ORG

Pre-Transaction Restructuring Handbook

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Pre-Transaction Restructuring Handbook PRE-TRANSACTION RESTRUCTURING HANDBOOK Pre-Transaction Restructuring Handbook Baker & McKenzie ©Baker & McKenzie 2012 All rights reserved. IMPORTANT DISCLAIMER: This Handbook is not intended to be a comprehensive exposition of all potential issues arising in the context of a pre-transaction restructuring, nor of the law relating to such issues. It is not offered as advice on any particular matter and should not be taken as such. The precedent documents included in the Handbook have not been prepared with any particular transaction in mind. Baker & McKenzie, the editors and the contributing authors disclaim all liability to any person in respect of anything done and the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or part of this Handbook. Before any action is taken or decision not to act is made, specific legal advice should be taken in light of the relevant circumstances and no reliance should be placed on the statements made or documents reproduced in this Handbook. This publication is copyright. Apart from any fair dealing for the purposes of private study or research permitted under applicable copyright legislation, no part may be reproduced or transmitted by any process or means without the prior permission of the editors. Save where otherwise indicated, law and practice are stated as at 29 February 2008. Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. This may qualify as “Attorney Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Table of Contents Section 1 Introduction . .1 Section 2 Pre-transaction restructuring: Overview of key issues and process for managing the project.................................3 Section 3 Tax planning for the spun-off group .............................18 Section 4 Tax planning for the separation steps: Which method of separation is best? .........................................25 Section 5 Separation methods: Business and asset sales and capital contributions of assets . 31 Section 6 Separation methods: Demergers and statutory spin-offs ..............43 Section 7 Separation methods: Reverse spin-offs ...........................81 Section 8 Moving companies into the new structure: Sale vs. capital contribution....................................83 Section 9 Identifying the Most Effective Form of Entity for the Asset or Business Transfer.................................136 Section 10 Restructuring issues raised by branches and representative offices ....144 Section 11 Employment considerations...................................146 Section 12 Stock options and other equity compensation issues................160 Section 13 Intellectual Property Considerations ............................167 Section 14 Transition services and other post-separation matters...............178 Baker & McKenzie Offices Worldwide........................................180 Baker & McKenzie’s Pre-Transaction Restructuring Handbook Section 1 – Overview Section 1 Introduction The aim of this Handbook is to provide a reference tool for companies that may either be contemplating, or in the process of executing, a multinational spin-off or separation of a division, line of business or other assets into a separate corporate structure. The Handbook provides a guide to the process of identifying the legal and tax issues to be addressed in planning and implementing the restructuring on a global basis. These reorganizations and the related transactions are frequently transformational or “once in a lifetime” projects for a multinational group and one of the major challenges that a company will face is to look ahead to the final transaction and the end state of the group, e.g., the public listing of a division and anticipate early enough the requirements and needs of that final transaction and the resulting business. The following chapters focus on a hypothetical parent company, having subsidiaries and branches in multiple foreign countries, that has identified a target line of business to be separated out from the company’s other businesses. The target line of business has assets and employees in many of these foreign jurisdictions, and, in each relevant jurisdiction, the target assets and employees are initially held by the same legal entities as the rest of the company’s business operations. Thus, for example, in each of twenty jurisdictions the company may have one or more subsidiaries, branches or other business presences, and the target assets are co-mingled in these local legal entities with the assets of the company’s other divisions. In our example, the company intends to establish a new holding company immediately below the ultimate parent company of the corporate group, and to transfer the target assets and employees into that holding company or into subsidiaries and branches beneath it. The eventual goal may be to sell the holding company to a potential buyer or investor, to distribute shares of the holding company to the ultimate parent company’s shareholders in a spin-off transaction, or to accomplish one of many other strategic business goals. In broad-brush terms, the separation process involves: • determining what type of corporate structure is best for the target business; • determining the most tax and cost efficient and least disruptive way to separate out the target business’s assets; • setting up the new corporate structure complete with subsidiaries, branches, and representative offices; • identifying the assets, employees, intellectual property, liabilities, and other items that have to be moved, kept or shared; • effecting the transfer while making sure that the operation of the business is not disrupted and all necessary licenses and permits are in place; Baker & McKenzie 1 Baker & McKenzie’s Pre-Transaction Restructuring Handbook Section 1 – Overview • putting a process in place to settle any open questions about what assets and liabilities belong to which business unit; and • putting in place agreements between the existing and spun-off businesses to address shared services, post-split transactions and ongoing business relationships. The issues raised in this Handbook may apply to a parent company in any jurisdiction, though a number of examples highlight issues particularly relevant to companies headquartered in the United States. 2 Baker & McKenzie Baker & McKenzie’s Pre-Transaction Restructuring Handbook Section 2 – Pre-Transaction Restructuring: Overview of Key Issues Section 2 Pre-transaction restructuring: Overview of key issues and process for managing the project This Section provides an overview of the process that typically ensures success in managing global pre-transaction restructuring projects, and then provides a brief summary of the more common substantive issues companies are likely to encounter in planning and implementing such projects. Several of the key issues discussed in this overview are covered in more depth in subsequent Sections of the Handbook. 1. An Open and Interactive Process A large restructuring project raises issues of both process management and substantive expertise. Moreover, once a restructuring plan has been developed, practical implementation issues will often prove critical in determining how quickly the plan can be effected and how soon the benefits of the restructuring can be realized. In particular, human resource concerns, corporate and tax law issues, financial due diligence and all audit requirements regulatory approval and filing requirements should be built into the planning process itself, and not be left to the implementation phase, in order to avoid road-blocks that might otherwise delay or frustrate the realization of restructuring goals in many jurisdictions. Furthermore, the planning process should also extend to the structuring of ongoing business operations for the target line of business. The business that is being separated out should be run with the end goal in sight. So, for example, form customer agreements may need to be revised in order to ensure that they can be readily assigned, and entering into long-term contracts of any kind may need to be subjected to a special review process. Outside advisors are typically used in this type of project because of their specialized experience and expertise, because a company’s permanent staff often is best used in other ways that relate more directly to the daily business operations of the company, and because confidentiality concerns may make it desirable to minimize the number of people within the company who are told about the proposed restructuring and the final transaction, particularly at the outset. However, internal staff are the best (indeed for the most part the only) source of the information that is critical to creating an effective implementation plan. In particular, they have the historical perspective of the operational, tax, financial corporate and business planning background of many of the existing structures and business operations, and ultimately must be sufficiently familiar with the separation plan so that they can both assist in its implementation and be in a position to manage and sustain the structure that results at the end of the process. It is vital to involve
Load more

Recommended publications
  • Valuations for Re-Organisations
    VALUATIONS FOR RE-ORGANISATIONS CA VIKRAM JAIN 04 MAY 2019 VALUATION CONCEPTS & PURPOSE CA VIKRAM JAIN 2 VALUATION CONCEPTS Value - Price Value varies Not an with Exact Situation science Valuation More of an Subjective Art Date Specific CA VIKRAM JAIN 3 TYPES OF ASSETS Others Securities • Jewellery or Intangible Land and Plant and • Archaeological Business Collections Financial Assets Building Machinery • Drawings Assets • Paintings • Sculptures CA VIKRAM JAIN 4 PURPOSE OF VALUATION Business Valuation Regulatory Intangibles Financial Reporting Purchase Price Restructuring FEMA Purchase / Sale Allocation Purchase / Sale of Private Equity/ Income Tax Act Hypothecation shares / business Venture Capital Funds Litigation / Family Accounting for SEBI Regulations Financial Instruments Settlements purchase Ind AS reporting – Fair Fund raising Companies Act Impairment Value / Impairment CA VIKRAM JAIN 5 PROCESS OF VALUATION CA VIKRAM JAIN 6 STEPS IN VALUATION 1 2 3 4 Information Analysis Valuation Recommendation • Obtaining information • Data Analysis and review Methodologies • Assigning Weights • Business Understanding • Discussion with the • Selection of method • Recommendation Management • Conducting sensitivity • Reporting analysis CA VIKRAM JAIN 7 SOURCES OF INFORMATION Historical data such as audited results of the Company Industry & Company overview Future projections Management Discussion Stock market quotations / announcements Publicly available data on comparable companies Market surveys, news paper reports Representation by Management
    [Show full text]
  • Leveraged Buyouts, and Mergers & Acquisitions
    Chepakovich valuation model 1 Chepakovich valuation model The Chepakovich valuation model uses the discounted cash flow valuation approach. It was first developed by Alexander Chepakovich in 2000 and perfected in subsequent years. The model was originally designed for valuation of “growth stocks” (ordinary/common shares of companies experiencing high revenue growth rates) and is successfully applied to valuation of high-tech companies, even those that do not generate profit yet. At the same time, it is a general valuation model and can also be applied to no-growth or negative growth companies. In a limiting case, when there is no growth in revenues, the model yields similar (but not the same) valuation result as a regular discounted cash flow to equity model. The key distinguishing feature of the Chepakovich valuation model is separate forecasting of fixed (or quasi-fixed) and variable expenses for the valuated company. The model assumes that fixed expenses will only change at the rate of inflation or other predetermined rate of escalation, while variable expenses are set to be a fixed percentage of revenues (subject to efficiency improvement/degradation in the future – when this can be foreseen). This feature makes possible valuation of start-ups and other high-growth companies on a Example of future financial performance of a currently loss-making but fast-growing fundamental basis, i.e. with company determination of their intrinsic values. Such companies initially have high fixed costs (relative to revenues) and small or negative net income. However, high rate of revenue growth insures that gross profit (defined here as revenues minus variable expenses) will grow rapidly in proportion to fixed expenses.
    [Show full text]
  • 1 PARTIAL DEMERGER PLAN of LUXOTTICA S.R.L. in FAVOUR OF
    PARTIAL DEMERGER PLAN OF LUXOTTICA S.r.l. IN FAVOUR OF LUXOTTICA GROUP S.p.a. The Board of Directors of Luxottica S.r.l., a single-member company (hereinafter “Luxottica” or the “Company to be Demerged”) and Luxottica Group S.p.A. (hereinafter “Luxottica Group”, or the “Beneficiary Company” and Luxottica and Luxottica Group referred to collectively hereinafter as the “Companies Participating in the Demerger”) have prepared the following Demerger plan (the “Demerger Plan”) for the partial demerger of Luxottica S.r.l. in favour of Luxottica Group S.p.A. (hereinafter, the “Demerger”) in accordance with articles 2506, 2501-ter and 2505 paragraph 2, as referred to in article 2506-ter of the Italian Civil Code. It is to be noted that: (i) Luxottica Group holds the full share capital of Luxottica and therefore, in compliance with the provisions of articles 2505, paragraph 1, and 2506-ter, paragraph 5, of the Italian Civil Code: The administrative bodies of Luxottica and the Luxottica Group did not prepare the report for the Demerger Plan as stated in articles 2506-ter paragraphs 1 and 2, and 2501- quinquies of the Italian Civil Code; The experts’ report will not be prepared as stated in article 2501-sexies of the Italian Civil Code, as referred to in article 2506-ter, paragraph 3, Italian Civil Code. (ii) In accordance with the terms of articles 2505, paragraph 2, and 2506-ter, paragraph 5, of the Italian Civil Code, the provisions of article 23 of the articles of association of Luxottica Group (contained in Annex “A” of the Demerger Plan),
    [Show full text]
  • Chapter 1 Introduction
    CHAPTER 1 INTRODUCTION 1.1 Background of the study Merger and Acquisitions have been increasingly becoming a perfect economic strategy to pace up with the fast-growing economy worldwide. In this space where industrialists and CEOs of concerned companies are interested in profits and expansions, those employed in their companies suffer loss, particularly regarding their own rights to employment. This chapter provides insights as to how increasing competition, strategies for expansion and profit making has led the corporate world to favour Merger and Acquisitions as the most preferable way. 1.2 Increasing competition amongst industries and globalization Every organization today must reinvent itself in order to survive. For this, it might introduce new products in the market, enter into new markets or bring about certain other changes that would ensure its presence in it. No matter, companies keep on trying to gain monopoly of their product in the market. At the same time, it also caters to the profits and loss incurred due to many new entries.3 For instance, the booming rise of Patanjali Ayurveda products endorsed by Baba Ramdev has shaken the Indian markets. Patanjali has a huge range of products ranging from toothpaste, beauty care, body care, sanitation, cereals, to many other household items. Along with that, its criteria of promoting ‗Indian-ness‘ through his products has brought his sales to striking heights. It has been introducing more and more products into the market providing a hard time for others to survive. Patanjali has brought to light the herbal and nature based products. Companies like Emami, Hindustan Unilever Limited, Dabur and Himalaya have been re-inventing their products with a promise of ―herbal age‖4 coming up.
    [Show full text]
  • Understanding a Demerger Process the Divorce Metaphor
    Scandinavian Journal of Management 36 (2020) 101095 Contents lists available at ScienceDirect Scandinavian Journal of Management journal homepage: www.elsevier.com/locate/scajman Understanding a demerger process: The divorce metaphor T Roger Schweizera,*, Katarina Lagerströmb a School of Business, Economics and Law, University of Gothenburg, Department of Business Administration, P.O. Box 610, S-405 30, Göteborg, Sweden b Department of Business Studies, Uppsala University, P.O. Box 513, S-751 20, Uppsala, Sweden ARTICLE INFO ABSTRACT Keywords: This article contributes to the literature on mergers and acquisitions that hitherto has neglected the demerger of Demerger process previously merged/acquired firms by offering a process description. To provide structure and deliver insights Divorce into such a process, we apply the metaphor of a divorce process and use insights from a case study—namely, the Metaphor demerger between Ford Motor Company and Volvo Cars Corporation. Our findings suggest that a demerger process of previously merged/acquired firms can be divided into six phases: disillusionment, erosion, detach- ment, physical separation, mourning, and second adolescence/hard work. The motives for the initial merger or acquisition and the degree of integration are possible factors argued to play a major role in the identified phases during the demerger. 1. Introduction the reasons behind the deal – that is, whether the divestiture is merely a reflection of the economic cycle, a proactive strategic step or a means to Mergers and acquisitions (M&As) are among the most noteworthy reverse a previous strategic decision. In this study, drawing on the corporate strategies in today’s globalized business landscape as they are thoughts of Charifzadeh (2002) and Cascorbi (2003),wedefine a de- used to accelerate growth, access and expand on valuable capabilities merger as the reversal of a previous M&A between two firms, where the or assets, and reduce competition (Brueller, Carmeli, & Markman, 2018; pre-M&A status is re-established, either completely or partly.
    [Show full text]
  • Valuation for Mergers and Demergers, Small and Medium
    THE CHAMBER OF TAX CONSULTANTS Valuation Application CA Pinkesh Billimoria 8th June 2019 Topics covered: Valuation for Mergers and Demergers Valuation of Small and Medium Enterprises Valuation of Investment Entities Distressed Asset Valuation Start-Up Entities Valuation Valuation – A Perspective What is being valued Going concern vis-à-vis Why it is being valued liquidation Valuation is relative to a Secure definition of “value” Premium for control, efficiency specific point in time and synergy Context Timing Basis Extent of Forward looking & control Cash flows key Premise Asset Income Market Approach Approach Approach Valuation analysis and results are specific to the purpose of the valuation and the valuation date. Valuation Approaches- Business / Intangibles Asset Approach: Income Approach: • Net Asset Value (NAV) • Discounted Cash Flow Method (DCF) • Liquidation Value • Yield Method / Profit Earning Capacity Value Method (PECV) • Earnings Capitalisation • Royalty Relief method • Contribution / Excess earnings Asset Income method • Incremental Cashflows method Market Market Approach: • Market Prices Method • Comparable Companies Multiples Method (CCM) • Comparable Transactions Multiples Method (CTM) – including past transactions in shares of the subject company. Generally combination of methods are preferred Approaches are not exclusive; but complement each other More than one right way to value Valuation for Mergers and Demergers Merger / Demerger / Slump Sale Valuation – General Proposition • In a merger / demerger valuation, attempt is not to arrive at absolute values of the shares of the companies, but their relative values on a stand alone and as is where is basis to arrive at the exchange / entitlement ratio. • A relative valuation is based on various methodologies and various qualitative factors relevant to each of the companies and the business dynamics and growth potential of the businesses of respective companies.
    [Show full text]
  • Procedures for Acquisition Or Disposal of Assets 20210726
    Phison Electronics Corporation Procedures for acquisition or disposal of assets Section Ⅰ General Article 1 Purpose and basis To strengthen the company’s assets management and implement the information disclosure, pursuant to the provisions of Article 36 of the Securities Exchange Act (hereinafter referred to as the “SEA”) and “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” (hereinafter referred to as the “Regulations”), these Procedures are established (hereinafter referred to as the “Procedures”). Article 2 Applicable scope Matters related to the acquisition or disposal of assets for the Company and its subsidiaries shall be carried out according to Regulations and the provisions of the Procedures, unless otherwise provided by other laws and regulations. Article 3 Scope of assets and terminology 1. The scope of assets mentioned in the Procedures is as follows: (1) long-term and short-term investment: stocks, government bonds, corporate bonds, financial debenture, securities of outstanding fund, depositary receipt, call (put) warrant, beneficiary securities, and asset backed securities. (2) Real property (including land, houses and buildings, investment property) and equipment. (3) Membership certificate. (4) Intangible asset: including patency, copyright, trade mark right, and franchise. (5) Right-of-use assets. (6) Financial institutes’ debentures (including account receivable, foreign exchange buying discount, loan, and non-accrual debt). (7) Financial derivatives. (8) Asset acquired or disposed
    [Show full text]
  • Demerger and Group Merger Plan
    UNOFFICIAL OFFICE TRANSLATION DEMERGER AND GROUP MERGER PLAN for Olav Thon Eiendomsselskap ASA, org.nr. 914 594 685, OTE Transit 1 AS, org.nr. 923 454 136 and OTE Eiendom AS, org.nr. 923 454 209 21 October 2019 UNOFFICIAL OFFICE TRANSLATION CONTENT CONTENT 2 APPENDICES 4 DEMERGER AND GROUP MERGER PLAN 5 Parties 5 Reason for the demerger and group merger 5 Process of Demerger and Group Merger 6 Corporate law procedure and regulation 6 Exchange ratio and considerations 6 The capital reduction and increase in the Demerger 6 Dissolution and capital increase in the Group Merger 7 Timing 7 Effective date for company law purposes 7 Effective date and implications for accounting purposes 8 Effective date and implications for tax purposes 8 Effective date and implications for VAT purposes 8 Distribution of assets, rights and obligations 9 Distribution of known assets, rights and obligations 9 Unknown/omitted assets, rights and obligations 9 Non-feasible distributions 9 Tax positions and the result in the year of the Demerger and Group Merger 9 Handling of external claims or lawsuits between the Parties of the Demerger 9 Employees 10 Corporate resolutions following the Demerger 10 Olav Thon Eiendomsselskap ASA 10 8.1.1 Approval of the demerger and group merger plan 10 8.1.2 Proposed resolution of share capital reduction immediately prior to the demerger 10 8.1.3 Proposed resolution of share capital reduction and amendments to the articles of association 11 OTE Transit 1 AS 11 8.2.1 Approval of the demerger and group merger plan 11 8.2.2 Proposed resolution of share capital reduction immediately prior to the demerger 11 8.2.3 Proposed resolution of share capital increase and amendments to the articles of association 11 Corporate resolutions by the Group Merger 12 This is an office translation.
    [Show full text]
  • Bfm Sem – Vi Corporate Restructuring
    BFM SEM – VI CORPORATE RESTRUCTURING Multiple Questions:- 1. _________ merger involves firm engaged in unrelated types of activities. a. Vertical b. Horizontal c. Conglomerate d. Demerger 2. When existing company is dissolved to form few new companies, it is called as ________ a. Sin off b. Split off c. Split up d. All of the above 3. __________means an acquirer takes over the control of the target company. a. Joint Venture b. Takeover c. Disinvestment d. Demerger 4. The ___________means changing the structure of an organization such as reducing the hierarchical levels. a. Financial Restructuring b. Organizational Restructuring c. Corporate Restructuring d. All of the above 5. ________parties work together or a single project for a finite period of time. a. Strategic Alliance b. Joint Venture c. Disinvestment d. Franchising 6. __________means the action of an organization or government selling or liquidating an asset or subsidiary. a. Merger b. Joint Venture c. Takeover d. Disinvestment 7. __________ is an arrangement whereby the assets of two or more companies come under the control of one company. a. Merger b. Buyout c. Joint Venture d. Demerger 8. ________may be defined as an arrangement where one party grants another party the right to use trade name. a. Alliance b. Franchising c. Slump sale d. Joint Venture 9. ________merger is a merger of two or more companies that compete in the same industry. a. Vertical b. Horizontal c. Co generic d. Conglomerate 10. ____________ helps a firm to grow and expand. a. Corporate Restructuring b. Merger c. Takeover d. Demerger 11. In _________, company distributes its shareholding in subsidiary to its shareholders thereby not changing the ownership pattern.
    [Show full text]
  • Demerger Project
    PLAN FOR THE PARTIAL NON-PROPORTIONAL DEMERGER OF ENEL GREEN POWER S.P.A. (also referred to hereinafter as EGP or the Demerged Company) IN FAVOR OF ENEL S.P.A. (also referred to hereinafter as Enel or the Beneficiary Company) drafted pursuant to arts. 2506 et seq. of the Italian Civil Code WHEREAS - Enel S.p.A. (“Enel”) is a company organized and existing under Italian law whose shares are listed on the electronic stock exchange of Borsa Italiana S.p.A. (mercato telematico azionario or “MTA”), having as its corporate purpose the acquisition and management of shareholdings and interests in Italian or foreign companies and enterprises, as well as the performance, in favor of its subsidiary companies and enterprises, of strategic guidance and coordination functions with regard to such companies’ industrial structures and business operations; - Enel, through its subsidiaries or companies in which it holds equity stakes, operates in particular in the energy sector, engaging in activities that are directly or indirectly related to such sector; - Enel is currently the controlling shareholder of Enel Green Power S.p.A. (“Enel Green Power” or “EGP”), in which company it holds, as of the date of this demerger plan (the “Demerger Plan”), a shareholding totaling approximately 68.29% of its share capital, and exercises over EGP guidance and coordination activities within the meaning set forth in arts. 2497 et seq. of the Italian Civil Code; - EGP is a company organized and existing under Italian law with shares listed in Italy on the MTA, and admitted to listing in Spain through the Spanish electronic trading system called Sistema de Interconexión Bursátil “SIBE” (on the stock markets of Madrid, Barcelona, Bilbao and Valencia), and operates in the renewable energies sector; - in order to achieve the industrial objectives illustrated in the directors’ reports prepared by Enel and by EGP pursuant to art.
    [Show full text]
  • Case Study of LG Demergers in Terms of Shareholders Value and Corporate Governance in the Context of Korean Practice
    Fundamentals of Divestiture as Restructuring Method: Case Study of LG Demergers in Terms of Shareholders Value and Corporate Governance in the Context of Korean Practice by Kisuk Yang Bachelor of Economics, Seoul National University, 1985 Submitted to the MIT Sloan School of Management In Partial Fulfillment of the Requirements for the Degree of Master of Business Administration At the Massachusetts Institute of Technology C 2003 Massachusetts Institute of Technology All rights reserved Signature of Author C MIT Sloa School of Management 9 May 2003 Certified by Amoldo C. Hax Thesis Supervisor Accepted by ' AS S A TNSC H U S ~ p - ~ .I T...........TU T........... E C., -/ I Stephen J. Sacca Director, Sloan Fellows Program OFTECHNOLOGY AUG 0 4 2003 ARCHIVES LBRARIE Fundamentals of Divestiture as Restructuring Method: Case Study of LG Demergers in Terms of Shareholders Value and Corporate Governance in the Context of Korean Practice by Kisuk Yang Submitted to the MIT Sloan School of Management on 9 May 2003 In Partial Fulfillment of the Requirements for the Degree of Master of Business Administration ABSTRACT This thesis is to generally review the practices and cases in the global capital market places in regard to the divestitures as one of the corporate restructuring instruments and to confirm the generally acceptable hypothesis that the most of breakup cases driven by the strategic purpose of "focus and concentration" would be justified by the enhancement of shareholders value. And the discussion expands to the divestitures in Korea introduced in late 1990s, which prevailed and practiced widely in the market ever since, but in some cases, it was combined with formation of the holding company structure in accordance to the Monopoly Regulation and Fair Trade Act making the issue complicated one in regard to the reform and restructuring of major conglomerates, the "Chaebol" in Korea.
    [Show full text]
  • Creating Value Through Demergers
    Creating value through demergers FW moderates a discussion on creating value through demergers between Sanjay Thakkar, Ina Kjaer, Jonathan Boyers, Nicola Longfield, and Caroline Bott at KPMG. Marco Schwartz, Naveen Sharma, Jeremy Welch and Matt Watkins also assisted on the production of content. Sanjay Thakkar Sanjay Thakkar is a partner and a member of the executive committee of KPMG Head of Deal Advisory in the UK. He is head of deal advisory which advises clients to buy, sell, fund, fix KPMG in the UK and partner. In a career spanning 26 years, Sanjay has worked across the globe in T: +44 (0)20 7311 1000 both emerging and developed markets including London, Frankfurt, San Jose and E: [email protected] India. He is a banking and telecoms market recognised partner and has extensive experience advising global funds. Ina Kjaer Ina Kjaer is a partner within KPMG's integration & separation team in the UK. A Partner Brazilian native with over 15 years' experience of managing cross-border KPMG in the UK integrations & separations, she has broad and extensive M&A advisory T: +44 (0)20 7311 8901 experience, having advised on financial, commercial and integration issues on E: [email protected] numerous cross-border acquisitions and disposals. Additional areas of expertise include identifying, delivering and tracking revenue and cost synergies and complex cross-border integrations and separations. Jonathan Boyers Jonathan Boyers is the KPMG partner who leads the firm's corporate finance Partner practice in the UK. Jonathan also oversees KPMG's wider deal advisory business KPMG in the UK across the North region, which comprises corporate finance, valuations, debt T: +44 (0) 161246 4136 advisory, transaction services and infrastructure advisory, and also involves M&A E: [email protected] tax, consulting services and legal services.
    [Show full text]