This seminar is designed for those who are interested or being involved in "take-private" transactions and minority investment in listed companies. We are very glad to invite partners of Weil, Gosthal & Manges, William Hay, general counsel of Baring Private Equity Asia, and Mark Schwille, Managing Director of Morgan Stanley to share their extensive experiences and insights.

Date 11:30-14:30 July 18th, 2012
Location 29/F, Alexandra House, 18 Chater Road, Central, Hong Kong
Participation Fees Free (maximum two participants from each firm)
Language English
Registration contact Allen: 8610 85183584-807
allen@cvca.org.cn
Aimer: 8610 85183584-800
aimer@cvca.org.cn

* Lunch will be served at the meeting room.

Registration: 11:30- 12: 00
Panel I: Taking private in the US
  • Recent / interesting trends
  • Managing conflicts, and the role of the special committee / independent committee
  • Differences between take private of US listed companies that are domiciled in the US and Cayman
    • Structure
    • Fiduciary duties of the directors and special committees
    • Process and timeline
    • SEC Review and Disclosure
    • Vote required C when is majority of the minority vote appropriate
    • Shareholder litigation
    • Appraisal rights
    • Tax
  • Financing a take private transaction
    • Equity financing and limited guarantee of PE funds
    • Current trends in bank financing
    • Commitment letter and facility agreement
Panel II: Minority investment in HK and PRC- listed companies
  • Recent / interesting trends
  • PIPEs and strategic alliances
  • Partnering with strategic players
  • Key things to bear in mind from a regulatory perspective


Panel discussions on the above topics will include the following panelists:

Akiko Mikumo, Partner
Weil, Gotshal & Manges


Akiko Mikumo is the Asia Managing Partner of Weil, Gosthal & Manges, and a member of the firm's Management Committee. She has 30 years of experience advising on mergers and acquisitions matters in New York, London and Asia. Her diverse M&A and securities law practice includes the representation of strategic and financial sellers and buyers of public and private companies, strategic joint venture partners and other minority investors and financial advisors in cross-border M&A and private equity transactions. She regularly advises on takeovers, mergers, minority investments, joint ventures and strategic alliances. Her most recent US take-private transactions include the Shanda $2.3 billion going private transaction; Abax's potential acquisition of Fushi Copperweld with the company's Chairman; and Funtalk's $443 million going private transaction.

Henry Ong, Partner
Weil, Gotshal & Manges


Henry Ong is a corporate partner of Weil, Gotshal & Manges. He frequently advises on a broad range of complex mergers and acquisitions transactions and securities offerings in Asia, including transactions in the TMT, financial services, and real estate industries. He has particular expertise with transactions involving public companies in Hong Kong, including matters involving the Hong Kong listing, takeover and securities rules and regulations. Mr. Ong has been consistently recognized as a leading individual for Corporate/M&A in China/Hong Kong by Chambers, Legal 500 and IFLR1000.

Steve Xiang, Partner
Weil, Gotshal & Manges


Steve Xiang is Weil's Head of China Practice. He has extensive experience advising on cross-border M&A transactions, private placement and public offerings of securities, private equity investments, joint ventures, as well as general corporate and business matters. Mr. Xiang has particular expertise in counseling buyers and sellers in connection with both in-bound and out-bound cross-border M&A transactions involving businesses in China, and private equity investors in connection with investments in Chinese portfolio companies. Mr. Xiang also represents a number of multinationals in their joint venture, restructuring and corporate matters, both in China and throughout Asia-Pacific.

William Hay, General counsel
Baring Private Equity Asia


William Hay is the general counsel of Baring Private Equity Asia, a leading Asia-based private equity firm with US$5billion under management. William has served as Asia general counsel for Colony Capital and for GE Capital, and has been a partner in leading law firms in Hong Kong and New York City. He is a graduate of Harvard Law School and is fluent in Mandarin.

Mark Schwille, Managing Director
Morgan Stanley


Mark is a Managing Director in Morgan Stanley Asia's M&A team. He has worked in Morgan Stanley's Hong Kong office since 2001, having previously been based in the Firm's New York and London offices. Mark has led a number of complex public market M&A assignments for clients across Asia. Several recent projects have involved red-chip issuers listed in the US and other markets outside the PRC.