PRACTICE AREAS  
 

> Mergers and Acquisitions

Non-lawyers in the business community often view mergers and acquisitions as straightforward affairs but in fact, major corporate transactions have far-reaching consequences for companies. Transactional lawyers are charged with the responsibility for an ever-increasing number of regulatory and legal issues that must be resolved in order to fully protect their clients.

Our multi-specialist lawyers lead every stage of the transaction to ensure that clients receive a seamless delivery of legal services that is effectively and efficiently integrated and managed.

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> Corporate Finance

We have advised on a broad range of cross-border investment transactions including divestments, hive offs and spin offs, corporate reorganisation and court-sanctioned schemes of arrangement.

Our expertise extends to:
• Advising on company group structures and share capital structures to meet client’s objectives
• Advising on transaction structures and financing issues
• Creating security for financing including asset-backed securitisation
• Advising on stamp duties and tax implications of transactions
• Drafting transactional documents
• Assisting in due diligence

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> Anticorruption Compliance and Investigations

We advise corporations, partnerships and sole proprietorships on developing internal anticorruption programs to educate officers, owners and employees in all aspects of compliance. We also counsel our clients on conducting internal investigations and defend companies in government investigations, criminal prosecutions and civil enforcement actions.

Are you compliant with Asian and US/UK anti-corruption laws?

Most countries in Asia have strict anticorruption legislation with heavy penalties for companies who are involved in bribery. The US Foreign Corrupt Practices Act and UK Anti-Bribery Act apply to US/UK and non-US/UK companies doing business internationally. Other countries' laws may also apply to you.

Our services

• Preparing anticorruption policies and procedures
• Pre and post acquisition due diligence
• Due diligence on agents and third party service providers
• Internal investigations
• Criminal defense

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> Licensing / Market Entry

In any emerging market, you have to measure both opportunity and risk and also gain an understanding of the nuances and the subtleties of how business is done there. There is a growing amount of interest in Myanmar from businesses in Europe, the U.S. and elsewhere in Asia. To help our clients invest and operate in this rapidly evolving business environment, we call upon our experience representing the government and various commercial entities in Myanmar and our understanding of the issues that businesses face when they engage with international counterparts, raise capital and navigate potential issues.

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> Funds, Private Equity & Venture Capital

We represent high-net worth individuals, private equity funds, venture capital funds and investee companies from a wide range of industries (including life sciences, education, technology, insurance and natural resources) at every point in the investment process, from helping them to negotiate and evaluate private equity transactions to restructuring and selling distressed businesses.

Our current clients include finance houses, global commercial and investment banks, investment managers, corporate financiers, offshore hedge funds, private equity firms and investors, private investment companies and insurance companies.

We have expertise on advising in relation to all types of investment instruments, including preferred and common equity, senior, subordinated and convertible debt, bridge loans, options, warrants and exchangeable instruments. We also have long-standing and broad-based experience in the important process of exiting investments and realising value, including public offerings, recapitalisations, strategic sales and workouts.

Such wealth of experience enables us to identify key market terms and emerging trends. 

Our services include:
• Advising on the marketing of a wide range of investment fund type funds, an area which is heavily regulated
• Structuring hedge funds and funds of hedge funds and advising on their operation
• Structuring corporate funds whose shares are traded on the Alternative Investment Market
• Reviewing private equity fund documentation on behalf of potential investors
• Advising on the negotiation and documentation of complex derivative transactions and their regulatory treatment
• Advising investment managers both on and off-shore
• Advising corporate finance houses
• Tax and structuring advice for investors, investment vehicles and individual principals

> Project Financing

We are able to represent participants in every aspect of development, financing, construction and operation of capital intensive projects and facilities around the region. Our lawyers have experience advising international banks, financial institutions, multilaterals, developers and investors. Their projects include power plants, pulp mills, telecommunications networks and facilities and other infrastructure assets.

We have advised on matters such as:
• Structuring project arrangements - these arrangements include conventional construction and term loan facilities, letters of credit facilities, commercial paper facilities and financing from multilateral institutions
• Negotiating, drafting and evaluating key project documents and financing related documents such as off-take agreements, sponsor support agreements, subordination agreements and intercreditor agreements
• Preparing tender documentation, bids and proposals to acquire project assets

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