Clicky

Asia Pacific: Breaking Legal News

Capital Markets - Breaking Legal News AP

Australia

SPACs and de-SPACing – What Australian companies need to know (HSF; 31 March) – In 2020, SPACs overtook traditional IPOs in the US by number and each of them will need to find acquisition targets or be liquidated within a set time frame. Increasingly, Australian companies are on the radar as acquisition targets for SPACs. This article considers what they are, why Australian SPACs are less likely to emerge and the key considerations for Australian businesses being acquired by a SPAC as an alternative to a private sale or going public through an IPO.

A SPACtacular opportunity for Australian PE sponsors? (KWM; 31 March 2021)

China/Hong Kong

LIBOR transition – Hong Kong and Mainland China (KWM; 8 April)

Singapore

Extension of temporary legislative relief for conduct of general meetings via electronic means beyond 30 June 2021 – On 6 April 2021, the Ministry of Law (“MinLaw”) announced the extension of temporary legislative relief, which allows entities to conduct general meetings via electronic means, beyond 30 June 2021. Such legislation allows entities to hold general meetings via electronic means amid the COVID-19 situation, and will continue to be in force until revoked or amended by MinLaw (Media release; 7 April).

Thailand

Thai SEC  amends requirements on approval of auditors in the capital market to be consistent with current auditing practice and circumstances in Thailand – The Securities and Exchange Commission (SEC) has amended the regulations regarding the approval of auditors in the capital market prescribed in the Notification of the Office of the Securities and Exchange Commission No. Sor Shor.39/2553 (Media release; 7 April).

***New Precedent*** Sanctions, Anti-Money Laundering, Anti-Corruption Due Diligence Questionnaire

Our new standard form Sanctions, Anti-Money Laundering, Anti-Corruption Due Diligence Questionnaire precedent includes questions on anti-money laundering ( AML ), anti-bribery and anti-corruption compliance, accounting and transactional control, business with sanctioned countries/territories and sanctioned persons. Many thanks to Xavier Amadei for preparing this and Geoff Martin, Alexandre Lamy and Patrick Dennien for reviewing.

All AP

SPACs:

The KM team will continue to update these lists but if you have a specific topic you would like to include then please let a member of the KM team know.

  • Filings Expert/Perfect Information has created a tips sheet for locating SPAC prospectuses in their system (see attached). This covers SPACs, de-SPACs and US SPACs. In AP our subscription covers China, Hong Kong and Singapore.

The following have been added to our SPAC materials and resources:

  • SPACs, IPOs and Liability Risk under the Securities Laws (SEC public statement; 8 April 2021)
  • SPACs and de-SPACing – What Australian companies need to know (HSF; 31 March) – In 2020, SPACs overtook traditional IPOs in the US by number and each of them will need to find acquisition targets or be liquidated within a set time frame. Increasingly, Australian companies are on the radar as acquisition targets for SPACs. This article considers what they are, why Australian SPACs are less likely to emerge and the key considerations for Australian businesses being acquired by a SPAC as an alternative to a private sale or going public through an IPO.
  • A SPACtacular opportunity for Australian PE sponsors? (KWM; 31 March 2021)
  • What Companies Must Know Before Merging With A SPAC (Law360; 2 April 2021) – This article discuss five keys that capital markets and mergers and acquisitions lawyers say companies going public through a SPAC must know to assure smooth entry to public markets.
  • Do U.S. blank-cheque companies hold the key to unlock SE Asian companies’ growth? (KWM; 31 March 2021) – As U.S. listed SPACs increasingly seek out new targets for investment outside of the U.S., SPACs may provide a welcome catalyst to help SE Asia’s PE and VC backed companies achieve a long sought after exit. This article gauges reactions from PE sponsors, VC investors and target companies in SE Asia to approaches from SPAC acquirers, and question whether SPACs have a long-term role in institutionalisation of private capital flows into (and returns from) the region.

Training

Donnelly Financial (DFIN) presents: 2021 SPAC market update and opportunities for APAC

This APAC focused webinar on SPACs brings together capital markets leaders from NYSE, J.P. Morgan, Latham & Watkins and PwC to discuss these topics:

  • The SPACs market landscape
  • Pros and cons of the SPAC route vs. traditional US IPO
  • Private company readiness for the de-SPAC opportunity
  • Southeast Asia spotlight: a surge in SPAC activities and implications to stakeholders
  • Factors leading to a successful merger into a SPAC

Date & time: Thursday, 15 April; 9am (HKT/SGT)

Registration: Click here to register.

LPM workshops

LPM has prepared specialised project management training for TPG Associates in the format of five self-service videos and five live interactive workshops. The fourth of the live workshops is scheduled on 14 April.

Workshop registration link – here. You can enroll under ‘Registration’.

Self-serve video modules learning – here

Live Workshops

  1. Workshop 1 – outlines the important aspects of managing a project. (March 16)
  2. Workshop 2 – discusses how to identify key project milestones and stages, how to manage your role on a project and lays a foundation for approaching client communications, project data and fees in a purposeful way (March 24)
  3. Workshop 3 – turning client’s needs into a plan of action. From establishing communications and a budget to effectively managing team members and the project scope. (March 31)
  4. Workshop 4 – covers managing project change proactively and effectively. It will also provide practical tips on how to delegate intentionally to a team, and how to tailor management and communication style to better fit client’s preference (April 14)
  5. Workshop 5 – how to properly close down a matter, ensuring that the project gets across the finish line. It then walks through how to run a successful post-mortem review and all the benefits generated from sharing the successes and lessons learned from the matter (April 21)

**Useful Resources**

SPAC materials and resources

We have a collection of SPAC materials and resources. You can access the collection from Harmony and the GCM Knowledge Center (under GCM Resources). The collection contains both our internal and third-party materials, including introductory materials, training, articles, SPAC research sites, podcasts and videos. If you have any materials that you think should be added to the collection then please send to Mark BellEmmy Lo and/or Lisa Nielsen Board.

AP Capital Markets ancillary documents repository

A new repository is now available to store the following ancillary documents: arrangement and comfort letters, managers’ representation letters, legal opinions and disclosure letters, due diligence questionnaires, publicity guidelines and research guidelines. The documents can be searched and filtered based on their profiling criteria. The repository is only as good as its contents so please submit your documents to Mark Bell and/or Emmy Lo to build-out this valuable resource.

You can access the repository from the left-hand side of the GCM Knowledge Center and from the Deal Tools for capital markets lawyers guide. Please follow these instructions to submit documents to the repository.

Deal Tools and Resources for the Capital Markets Group

Remember to check out our new Deal Tools for capital markets lawyers resource. This provides an easy guide to the various tools and resources that are available to support you on your transactions, including the standard form precedents available, practice guides and notes, training, client-facing materials and how the Corporate Support Unit (CSU) can help you. The guide covers:

  • Scoping, pitching & pricing
  • Transaction management support (LPM and CSU)
  • Preliminary deal documents
  • Post-signing/closing steps
  • Offering Circular/Prospectus
  • Training, knowhow and BD materials
  • Key BakerWorld pages and tools
 

This resource is available via Harmony, the Global Capital Markets home page (under Knowledge and Training) and the GCM Knowledge Center under Deal Resources. Please take some time to familiarize yourself with the resources on offer and consider using these on your transactions to improve quality and efficiency. We will be providing training around several of these resources in the near future so please use the opportunity to attend and ask any questions.

As a reminder, you can already access both the CM Basics webinar on Knowledge Resources and the Knowledge is Power recording (embedded in the cover page of the slides) for training on our existing resources and legaltech.

Legal Project Management (LPM)

Why, when and how to involve LPM on your transactions
Analysis of Firm data indicates involving LPM, substantially decreases average matter write-downs (from 12.6% to 7.1%) and materially increases average matter profitability (from 25% to 35%).  LPM should therefore be involved as early (pre-pitch/planning) as practicable on high-complexity or high-velocity transactions. For high complexity (think large cross-border transactions) a simple threshold is $1m in projected fees across 5+ jurisdictions. For high velocity (like a due diligence sprint), a simple trigger is a peak week of USD 150k+ in fees. Read more here, including information about LPM’s revised charging model.

Legal Project Management: “Managing a Project with Intention” (on-demand training)

The five modules in this series cover the fundamentals of legal project management, helping attorneys improve their own project management skills. Click here to access the training on demand.

Global Capital subscription

To register (i) visit https://www.globalcapital.com/ (Baker McKenzie’s registration page will load automatically) and (ii) click ‘New users register here’ and follow the registration process. Note: if you have had access to Global Capital before you will be asked to reset your password to continue with the corporate access registration.

Don’t forget to check out our COVID-19 (internal resources) and save the site in your favourites.