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Mergers & Acquisitions asian-mena Counsel Volume 17 Issue 5, 2020 MERGERS & ACQUISITIONS www. Plus: inhouse The Thing About … Privacy during Covid-19 How to speak IT The Law Society of England & Staying compliant Bridging the community Wales president Simon Davis in China language gap .com | MAGAZINE FOR THE IN-HOUSE COMMUNITY ALONG THE NEW SILK ROAD | Feature contributors Chen Wenhao is a partner of AllBright Law Offices and mainly practises in compliance, investigation, government regulatory matters and disputes resolution. Prior to joining Nick Ferguson – Managing Editor AllBright, he worked at leading international and PRC law firms. He received his masters [email protected] degree in law from Fudan University and is qualified to practise in the PRC. Leo Yeung – Design Manager [email protected] Stuart Witchell leads the global investigations and strategic intelligence practice in Wendy Chan – Global Head of Events APAC at BRG and is co-leader of BRG’s APAC region. He has more than 25 years of [email protected] experience in the fields of business intelligence, investigations, bribery and corruption, Rahul Prakash – Publisher asset searching and litigation. [email protected] Yvette Tan – Head of Research and Ben Yeung is a director in the Hong Kong office and head of the strategy and business Community Development [email protected] intelligence practice, APAC at BRG. He has extensive experience in managing business intelligence projects on behalf of major international investment banks and global law Yannie Cheung – Office Administrator [email protected] firms, as well as public and private corporations. Tim Gilkison – Founding Director [email protected] Nuanporn Wechsuwanarux is a partner at CMHM. She has experience as a legal adviser Patrick Dransfield – Publishing Director and an in-house lawyer, specialising in M&A, natural resources and energy, infrastructure [email protected] and TMT. Arun Mistry – Director Editorial Enquiries Pranat Laohapairoj is a counsel at CMHM. He has broad experience working with Thai Tel: ....................... (852) 2542 4279 [email protected] and international clients on M&A, anti-trust, corporate, anti-corruption, compliance and data protection. Advertising & Subscriptions Tel: ...................... (852) 2542 1225 [email protected] Chotiwut Sukpradub is an associate at CMHM. He has experience working with MHM in Tokyo, Japan and with MHM’s office in Vietnam. Chotiwut specialises in project Published 10 times annually by finance, corporate law and M&A. Pacific Business Press Limited Room 2008, C C Wu Building, 302-8 Hennessy Road, Wan Chai, Hardeep Plahe is partner in Charge of the Dubai office of Gibson, Dunn & Crutcher. He Hong Kong S.A.R. is a cross-border transactional lawyer who regularly advises clients how to navigate their Publishers of most complex and important transactions in the UK, Continental Europe and the Middle TM • ASIAN-MENA COUNSEL East. He has advised private equity clients, financial institutions, corporates, sovereign Magazine and Weekly Briefing wealth funds and governments. • IN-HOUSE HANDBOOKTM Fraser Dawson is a partner in the Dubai office of Gibson, Dunn & Crutcher. He has Organisers of the TM extensive experience handling international corporate transactions, particularly those • IN-HOUSE CONGRESS events involving private equity. Dawson advises clients in a broad range of M&A and other Hosts of corporate transactions including MBOs, JVs, secondary buy-outs, co-investments, con- • www.inhousecommunity.com • www.mycareerinlaw.com sortium arrangements, restructurings, convertible loan issues and trade sales. Forums for the In-House Community along the New Silk Road Hanna Chalhoub is of counsel in the Dubai office of Gibson, Dunn & Crutcher. He advises institutional investors, asset managers, and corporations on a wide range of com- © 2020 Pacific Business Press Limited plex cross-border transactions, including acquisitions, dispositions, joint ventures and and contributors co-investment deals and structures, and general corporate matters. Opinions expressed herein do not constitute legal advice, and do not necessarily reflect the Thomas Barker is an associate in the Dubai office of Gibson, Dunn & Crutcher. Barker views of the publishers. has a broad practice advising clients, including listed companies, financial institutions and private equity houses, on a range of corporate matters. His experience covers public and ISSN 2223-8697 private mergers and acquisitions, joint ventures, equity issues, public offerings, restructur- ings and corporate governance, with a particular focus on cross-border transactional work. In this issue Volume 17 Issue 5, 2020 MERGERS & ACQUISITIONS 16. Investments in Asia? 18. The impact of Covid-19 on 22. Scrutinising CP Group’s Ben Yeung and Stuart Mena M&A acquisition of Tesco Witchell of Berkeley Lasting economic and societal The deal will set a precedent Research Group changes will affect the way deals regarding merger control, explain how to better are conducted, write Gibson, write Nuanporn use business Dunn & Crutcher’s Hardeep Wechsuwanarux, Pranat intelligence Plahe, Fraser Dawson, Hanna Laohapairoj and Chotiwut Chalhoub and Thomas Barker Sukpradub of Chandler MHM JURISDICTION UPDATES Key legal developments affecting the In-House Community along the New Silk Road 4 The effect of Covid-19 and business resilience 04 By Willy Bashiya Mbayi of Emery Mukendi Wafwana & Associates 6 Pandemics, police power and private contracts By Samantha Beatrice P King of ACCRALAW Liability exemption due to the Covid-19? 8 By Nghia Nguyen and Trang Nguyen of bizconsult Law Firm 10 Offshore Update: 06 The first red-chip listing on the SSE Star Market By Lilian Woo and Wynne Lau of Conyers 2 www.inhousecommunity.com 12 THE BRIEFING Along with the latest moves and jobs, we take a closer look at AMTD’s Singapore listing 15 SPOTLIGHT ON CIA 8 (COLLECTIONS, INVESTIGATIONS & AUDIT) How to speak IT Erick Gunawan of Law In Order talks to Rakesh Kirpalani, chief technology officer at Drew & Napier SPECIAL FEATURE 26 We need to look at IP in a new light Cross-border data flows will become one of the most important considerations 10 for corporate counsel given the implications for IP, privacy, competition, trade, compliance and innovation, writes Ronald Yu 28 Protecting privacy during Covid-19 Compliance recommendations for handling personal information under Chinese law during the coronavirus outbreak, by Chen Wenhao of AllBright Law Offices 30 Black Swan Alert! 15 Crisis management and future scoping for senior law firm management, by Paul Smith, former chairman of Eversheds Sutherland, with a conclusion by Patrick Dransfield 34 THE THING ABOUT… Simon Davis The Law Society of England & Wales president talks about his legacy, the role of English law, the future of the profession and mental health 39 Asian-mena Counsel Direct Important contact details at your fingertips 34 Asian-mena Counsel is grateful for the continued editorial contributions of: Volume 17 Issue 5, 2020 3 JURISDICTION UPDATES AFRICA Emery Mukendi Wafwana & Associates (a member firm of Lex Africa) By Willy Democratic Republic of Congo Bashiya Mbayi E: [email protected] The effect of Covid-19 and business resilience ompanies worldwide are, or will inevitably agreements, exploration, exploitation of mineral, C be, affected in the short and medium-term “From the economic and oil and gas resources, as well as the various con- by the coronavirus pandemic (Covid-19). Decline legal strategy standpoint, tracts on energy, airport, port, railway and other in commodity prices due to the falling demand in infrastructure-related agreements. In this excep- China, travel restrictions, city and provincial quar- the “toolbox” of companies tional context, the best option to keep busi- antines, confinement of people willingly or by must be expanded. nesses at a certain threshold of profitability is to force to their homes, and the reduced job mobil- effectively use new technologies to reduce cer- ity affect the trade of goods and services for hun- Companies must work tain operating expenses such as office rental by dreds of millions of people around the world. closely with business minimising the use of offices with virtual video The Covid-19 pandemic is very different conferences, online services and remote work- from the financial crisis that affected the financial lawyers to obtain the ing. Marketing expenses can be very well opti- sector in 2008. It keeps everything in a standstill needed legal opinions on mised through the use of social media, online or, at least, in slow motion for several months. No networks and webinars. one knows exactly how long this situation will last. key and essential contracts Business leaders should keep calm and However, the next few months should allow a of their business” maintain a long-term perspective. In the short clearer assessment of the economic impact of the run, government around the world are passing pandemic (eg, the unemployment insurance laws and giving incentives to mitigate the impact claims in the US during the week of March 8 were point, the “toolbox” of companies must be of the Covid-19 (such as payroll loans, tax holi- already up to 282,000). We might also observe a expanded. Companies must work closely with day, New York State will implement a 90-day high and negative level of debt on banks’ financial business
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