Cross-border acquisitions by private enterprises have been driven by increasing integration of markets worldwide and the dramatic global economic recession. These situations have combined to offer a unique set of opportunities for private enterprises wishing to expand internationally. More realistic price expectations from sellers offer private enterprises the possibility of breaking into new markets and/or consolidating their position in foreign markets. However, taking advantage of these opportunities through cross-border acquisitions presents unique challenges for private enterprises. Unlike transnational companies, private enterprises often lack management resources and international transactional experience. This session will provide an overview of some of the emerging business, legal, and economic trends and opportunities for private enterprises in global corporate middle-markets. It will also focus on some of the traditional cultural and regulatory obstacles to a successful cross-border acquisition and ways to overcome them. Our panel will provide insights into the experience of the owner-manager in implementing the cross-border acquisition, the corporate finance intermediary seeking to broker the deal, and the target company management team in the sale process. What are the key challenges to a successful cross-border acquisition? What are the priority issues? And what can legal advisers do to help navigate a smooth path for all parties?"
Shiau Yen Chin-Dennis
Shiau Yen Chin-Dennis is an associate in the firmâ€™s Portland office. She focuses her practice on corporate transactions, including mergers and acquisitions, post acquisition integration, joint ventures, restructuring, corporate governance and other international transactions. Shiau Yen has extensive experience working on cross-border matters, particularly in the Asia Pacific region, including market entry, expansion and exit; government contracting; intellectual property; and licensing agreements.
In addition to corporate matters, Shiau Yen has experience with executive employment matters in the Asia Pacific region, including employment and severance agreements; transfers of employees; and trade secret, non-compete and non-disclosure agreements. She has also worked on issues stemming from the Foreign Corrupt Practices Act.
Mattia Colonnelli de Gasperis
Mattia Colonnelli de Gasperis is a dual qualified lawyer in Italy and New York.
Awarded with several research scholarships and grants (such as those provided by the Fulbright Commission, the University of Rome La Sapienza, the Institute of International Education (IIE), the Italian Stock & Exchange Commission (CONSOB), the Lazio Region, the University of Trieste), he performed research activities in Law, Economics, and Finance at various institutions and scientific research centers, including the Columbia University Law School (LL.M. â€“ Harlan Fiske Stone Scholar), the Yale University Law School, the George Washington University, the University of Rome La Sapienza Law School (J.D. â€“ maxima cum laude), the Italian Stock & Exchange Commission, the University of Trieste (Ph.D. â€“ Research Associate), the Arturo Carlo Jemolo Institute.
Adjunct Professor of Financial Laws at University Bocconi of Milan, Mattia has been appointed by the Board of Columbia University as member of the Editorial Committee of Columbia Journal of European Law.
He is Co-Chair of the International Mergers & Acquisitions & Joint Ventures Committee and Vice-Chair of the Europe Committee of the American Bar Association (ABA) and is in charge of the ABA publications of books, articles, and studies related to cross-borders mergers and acquisitions and to European laws.
Gandhi & Associates has been founded by Vishal Gandhi, a U.K. qualified lawyer. After completing his LL.B (with honours) from the University of London, Vishal worked with leading Indian law firms specializing in cross border transactions. Vishal's focus has been on Corporate and Securities Laws, Foreign Inward and Outward Investment Laws and Intellectual Property Laws. Vishal underwent intensive training in Intellectual Property Laws in the U.S.
Frances heads Slaughter and May's Corporate practice. She specialises in acting for corporate clients and investment banks, on corporate finance and M&A transactions, both in England and overseas. She also advises corporate clients generally on day-to-day corporate matters. She has wide experience of mergers and takeovers, private acquisitions and disposals, joint ventures, restructurings, demergers and of equity and debt financing structures. Frances also has significant experience of the demutualisation of building societies.
David M. Silk
David M. Silk joined Wachtell, Lipton, Rosen & Katz in 1988 and became a partner in the corporate department in 1995. His practice focuses on hostile and negotiated merger and acquisition transactions, private equity transactions, corporate governance, proxy contests, restructurings, joint ventures and securities laws. He represents public and private companies and private equity funds in a wide variety of industries.
Mr. Silk's recent assignments include representation of a consortium of private equity buyers in connection with their acquisition of Intelsat, representation of Intelsat in its subsequent acquisition of PanAmSat and in connection with its sale to an investor group led by BC Partners; representation of The Home Depot in connection with the sale of HD Supply; representation of MoneyGram in connection with its recapitalization transaction involving an investor group led by TH Lee; representation of Morgan Stanley in connection with its acquisition of Transmontaigne; and representation of Constellation Brands in connection with its acquisitions of Mondavi and Vincor.
Mr. Silk is a graduate of the University of Pennsylvania School of Law, where he was a member of the editorial board of the University of Pennsylvania Law Review and the Order of the Coif. He has lectured frequently on transactional topics and has served as an adjunct faculty member at the University of Pennsylvania Law School, teaching a course on mergers and acquisitions. Mr. Silk is a member of the Board of Advisors of the Institute for Law and Economics.
Katrien Vorlat specialises in corporate and securities law. Her practice focuses on mergers, acquisitions and corporate reorganisations. She is frequently retained to advise on the setting up, reorganisation or liquidation of business ventures in Belgium. Katrien has negotiated and structured a wide variety of M&A transactions, joint ventures and investment schemes, in particular in the bank and insurance sector, and in the life sciences, distribution and technology industries. She also has a wide range of expertise in investments and buyouts by venture capital corporations and private equity funds.
Katrien represents a number of insurance companies, biotech and IT companies as well as various institutional venture capital investment firms and private equity funds in Belgium, Europe and the US.
Katrien has published several articles on corporate law issues.
David M. Silk and Shiau Yen Chin-Dennis discuss the importance of doing your due diligence when buying a company in another country. Chin-Dennis relates the story of a large corporation that almost bought a non-existent company.
Body of legal rules, norms, and standards that apply between sovereign states and other entities that are legally recognized as international actors. The term was coined by the English philosopher Jeremy Bentham. Important elements of international law include sovereignty, recognition (which allows a country to honour the claims of another), consent (which allows for modifications in international agreements to fit the customs of a country), freedom of the high seas, self-defense (which ensures that measures may be taken against illegal acts committed against a sovereign country), freedom of commerce, and protection of nationals abroad. International courts, such as the International Court of Justice, resolve disputes on these and other matters, including war crimes. See alsoasylum; immunity.