A conference presented by the Corporate and M&A Law Committee, supported by the IBA Asia Pacific Regional Forum The Changing Landscape of M&A in India 18–19 March 2016, The Taj Mahal Palace, Mumbai, India Once again this conference will bring together some of the world’s leading practitioners to examine the past, present and future of the M&A market in India and identify opportunities and potential issues for those wanting to do business in the region. Topics will include • The role of private equity in India’s economic growth • Merger control: game changer in doing business in India • The rise of corporate governance and shareholder activism in India • Emerging tax themes affecting M&A transactions in India • The 2013 Companies Act – a critique • India’s investment climate Headline conference sponsor REGISTER BEFORE 19 FEBRUARY 2016 TO RECEIVE EARLY REGISTRATION DISCOUNTS UP TO 11 CPD/CLE BOOK NOW AT WWW.IBANET.ORG/CONFERENCES/CONF697.ASPX HOURS AVAILABLE* Programme Conference Co-Chairs Christian Herbst Schoenherr, Vienna; Co-Chair, IBA Corporate and M&A Law Committee Cyril Shroff Cyril Amarchand Mangaldas, Mumbai Friday 18 March ALL SESSIONS WILL TAKE PLACE IN THE CRYSTAL ROOM, THE TAJ MAHAL PALACE 0830 – 0900 Registration and welcome coffee/tea 1115 – 1230 Regulatory changes influencing foreign investment in 0900 – 0910 Welcome remarks by the Conference Co-Chairs India – is there finally some regulatory clarity? Christian Herbst Panellists will discuss recent key M&A developments in India, including the Cyril Shroff liberalisation of a number of key sectors such as defence and insurance. This panel will analyse the consequences of the flurry of wide-ranging legal 0910 – 1000 Keynote address/special address reforms that have been adopted by the Indian government. Panellists will Amitabh Kant CEO, NITI Aayog, New Delhi also discuss whether liberalisation is key to fuelling FDI investment in India or if other steps are needed. 1000 – 1115 India’s investment climate Session Chairs Panellists will analyse the current investment climate and what it means for Somasekhar Sundaresan J Sagar Associates, Mumbai India. Discussions will include the structure of key reforms as well as major Stephen Wilkinson Herbert Smith Freehills, London issues which impede investment. This panel sets the tone for subsequent Panellists discussions, which then analyse other crucial issues in greater detail. Manisha Girotra Country Head, Moelis & Company, Mumbai Session Chairs Akil Hirani Majmudar & Partners, Mumbai; Vice-Chair, IBA Asia Pacific Nishith Desai Nishith Desai Associates, Mumbai Regional Forum James Crabtree Correspondent, Financial Times, Mumbai Yuto Matsumura Mori Hamada & Matsumoto, Tokyo; Vice-Chair, IBA Private Equity Subcommittee Panellists B Ravi Chief Financial Officer, Adani Ports and Special Economic Zone Anup Bagchi Chief Executive Officer and Managing Director, ICICI Limited, Ahmedabad Securities Limited, Mumbai Pramod Rao General Counsel, Citibank, Mumbai Robert G DeLaMater Sullivan & Cromwell, New York Vishal Mahadevia Managing Director, Warburg Pincus, Mumbai 1230 – 1300 Coffee/tea break Sri Rajan Country Head, Bain & Co, New Delhi Pradeep Ratnam General Counsel, IL&FS, Mumbai Ashok Wadhwa Group Chief Executive Officer, Ambit Holdings, Mumbai Associate conference sponsor Conference luncheon sponsor Friday continued 1300 – 1415 1700 – 1815 The role of private equity in India’s economic growth Merger control: game changer in doing business in This panel will discuss the role of private equity in India’s recent growth India and the opportunities for PE investors. It will also consider the challenges This panel will discuss the past, present and future of the emerging merger faced by such investors including the issue of permanent establishment control regime in India: tracking the various milestones and hazards in its and any subsequent tax issues. Panellists will also focus on the recent four-year duration; and assessing the future of merger control, as well as its ‘control’ issue and the need for private equity investors to have special impact on M&A. The discussion will include a multi-jurisdictional comparison rights without being seen as exercising ‘control’ over the target company. of merger control regimes – assessing the progress of the Competition Session Chairs Commission of India in global antitrust, and an assessment of the potential Geoffrey Burgess Debevoise & Plimpton, London impact of Indian merger control on global transaction timelines. Karan Singh Trilegal, Mumbai Session Chairs Panellists Pieter Steyn Werkmanns Attorneys, Johannesburg; Senior Vice-Chair, IBA Anjali Bansal Managing Director, TPG Growth, Mumbai Antitrust Committee Christian Hoedl Uriá Menéndez, Madrid; Secretary, IBA Corporate and Nisha Kaur Uberoi Cyril Amarchand Mangaldas, Mumbai M&A Law Committee Panellists Sandeep Kapoor Director (Legal), Sequoia Capital, Bangalore Lesli Esposito DLA Piper, Washington DC Srinivas Kaushik Kirkland & Ellis, New York Dr Hans-Jörg Niemeyer Hengeler Mueller, Brussels Renuka Ramnath Founder, Multiples Private Equity, Mumbai Philippe-Emmanuel Partsch Arendt & Medernach, Luxembourg Punit Shah Partner, Dhruva Advisors, Mumbai Anand Pathak Pathak & Associates, New Delhi Marc Reysen RCAA Partnerschaft von Rechtsanwälten, Frankfurt 1415 – 1515 Lunch Simon Snow Gilbert + Tobin, Sydney 1515 – 1630 1900 – 2030 The 2013 Companies Act – a critique Leadership Roundtable More than two years have gone by since the Companies Act – touted This session is an exciting panel of some of India’s most prestigious leaders as a game changer for corporate India – came into effect in September of India. It will examine the changing and increasingly challenging world 2013. The panel will debate key changes brought about by the Act and for business leaders in India, particularly with the increased prominence of whether these have achieved the Act’s stated objective of modernising and risk assessment at a corporate level with increasing regulation in areas of simplifying corporate law. corporate activity. Session Chairs Rapporteurs Narayan Iyer Linklaters, London Christopher Saul Slaughter & May, London Haigreve Khaitan Khaitan & Co, Mumbai Cyril Shroff Panellists Panellists Mohit Abraham General Counsel, Uber, New Delhi Karan Adani Chief Executive Officer, Adani Ports and SEZ, Ahmedabad Apurva Diwanji Desai & Diwanji, Mumbai Neeraj Aggarwal Managing Director, Boston Consulting Group, New Rajiv Luthra Luthra & Luthra, New Delhi Delhi Bharat Vasani General Counsel, Tata Group, Mumbai Puneet Dalmia Managing Director, Dalmia Bharat Cement, New Delhi 1630 – 1700 Coffee/tea break Adi Godrej Chairman, Godrej Group; Mumbai Tim Payne Head of Asia, Brunswick Group, Hong Kong SAR 2045 – 2230 Reception and buffet dinner Crystal Room, The Taj Mahal Palace Conference reception and dinner sponsor Exhibitors Saturday 19 March 0830 – 0900 Registration and welcome coffee/tea 1030 – 1200 Disputes relating to M&A transactions in India 0900 – 0915 Address M&A transactions can be complex and time-consuming processes, often Sergio Sánchez Solé Garrigues, Barcelona; Senior Vice-Chair, IBA giving rise to different disputes at various stages. These range from Corporate and M&A Law Committee issues in obtaining specific performance, letters of intent, continued management of the business by the seller, conflicting dispute resolution 0915 – 1030 clauses, implementation, supplementation and eventual amendments The rise of corporate governance and shareholder of the contact, as well as multi-party disputes and those based on activism in India condition precedents or MAC clauses, and often breaches of warranties, Corporate governance is the ‘it’ word in corporate India today. representations or covenants. In that latter respect, questions arise with The 2013 Companies Act has been instrumental in giving statutory regard to the effect of due diligences, their interplay with disclosure letters recognition to the concept of ‘socially responsible business’. In addition, and, generally, the assessment of damages. corporates are realising the importance of good governance in stakeholder Session Chairs value accretion. Proxy advisory firms are becoming increasingly active and Lalit Bhasin President, Society of Indian Law Firms, New Delhi influential, while retail investors continue to be active, if disorganised. Gautam Bhattacharyya Reed Smith, London Independent directors are becoming increasingly important and the Securities and Exchange Board of India (SEBI) is on the warpath, Panellists encouraging ‘majority of minority’ rule of law. Despite all of these changes, Zal Andhyarujina Bombay High Court, Mumbai governance in general, and corporate governance in particular, continues Anand Desai DSK Legal, Mumbai to be an issue in India. This session will examine the most recent changes Dinesh Dhillon Allen & Gledhill, Singapore to laws which affect how companies self-govern. How can the true spirit Francesco Gianni Gianni Origoni Grippo Cappelli & Partners, Rome of corporate governance be brought to bear and what role, if any, can Amit Sibal Senior Advocate, Delhi High Court, New Delhi counsel play? How will the introduction of class action suits influence the Ramji Srinivasan Senior Advocate, Supreme Court of India, Indian M&A climate? The panel will also discuss the advent of shareholder New Delhi activism and where the phenomenon is heading. 1200 – 1215 Coffee/ tea break Session Chairs Daniel Daeniker Homburger, Zurich 1215 – 1330 Zia Mody AZB & Partners, Mumbai Emerging