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1 4月 2022
Insight
Japan
Welcome to our series of webinars from the Japan Practice
ESG and new frontiers in competition law
19 April 2022
Environmental, Social and Governance ("ESG") considerations are playing an increasingly important role in a variety of policy areas, as companies consider how to meet carbon reduction goals, substantiate "green" claims, and respond to a range of prominent social issues. Recognising that many of these challenges require industry wide change, competition authorities are providing guidance on acceptable forms of collaboration, while also strengthening enforcement.
This webinar will provide an overview of recent competition law developments in relation to ESG, and how Japanese companies can ensure that they remain compliant.
Speakers: Kyriakos Fountoukakos (EMEA Head of Competition, Managing Partner, Brussels), Adelaide Luke (Asia Head of Competition, Hong Kong), Joel Rheuben (Senior Associate, Competition, Tokyo) and Camille Puech-Baron (Senior Associate, Competition, Brussels)
12th Annual Japan M&A Legal Seminar – European M&A Update 2022
February 2022
2021 has been a spectacular year for global M&A. With an all-time record high of global market activity of 5.63 trillion, M&A in Europe increased by 47% to $1.26 trillion and Asia Pacific surged by 37% to $1.27 trillion.* Besides the jump in volume, exciting deal trends have also emerged. ESG has become one of the biggest drivers of M&A, DeSPAC transactions are in the spotlight and competitive situations continue to arise in public M&A. With Japanese companies also actively returning to overseas investments, what does the cross-border M&A landscape look like in 2022?
Join our M&A experts at our 12th Annual Japan M&A Seminar as they share deal-making insights in 2021 and discuss the outlook for cross-border M&A in 2022, focussing on Europe, which continues to be a key outbound market for Japanese investors. You will hear from M&A specialists from the UK and continental Europe who are active in advising Japanese corporates in cross-border transactions.
The themes are covered in further depth in our Global M&A Report 2022, which has been launched in January 2022.
* Reuters: Global M&A activity smashes all-time records to top $5 trillion in 2021 | Reuters
Speakers: Graeme Preston (Asia Head of Corporate, Partner, Tokyo), Joseph Fisher (Partner, Tokyo), Gavin Davies (Global Head of M&A Practice, Partner, London), Dr Sönke Becker (Partner, Düsseldorf) and Alberto Frasquet (EMEA Head of Corporate, Partner, Madrid)
Virtual Hearings in International Arbitration: Challenges and Opportunities
26 January 2022
The use of online platforms is not new in international arbitration but since the onset of the Covid-19 pandemic, we have seen a spike globally in virtual evidentiary hearings, including witness examination. Virtual hearings in international arbitration create both opportunities and challenges. What are the pros and cons of virtual hearings and what specific concerns do parties have with virtual hearings? What is the future of virtual hearings: are they here to stay?
Register for this topical webinar, featuring a panel of speakers comprising arbitration counsel, arbitrators and the head of a leading international arbitration institution, who will be sharing their insights and experience.
Speakers: David Gilmore (Japan Head of Dispute Resolution, Managing Partner, Japan & South Korea), Elaine Wong (Partner, Singapore), James Allsop (Of Counsel, Tokyo) and Michele Park Sonen (Head (North East Asia), Singapore International Arbitration Centre (SIAC))
Construction Masterclass 2021 - Japan Outbound Construction: Dealing with State Entities
Join us for our online Construction Masterclass, held in conjunction with our 12th Annual Japan Construction Conference, and jointly hosted with the Japan Institute of Overseas Investment (JOI) and the Overseas Construction Association of Japan, Inc. (OCAJI).
This year, over two sessions, we will be focusing on the topic of overseas public construction projects and delving into the complexities behind working with state entities. Our speakers, joining from all corners of the globe, are prominent practitioners from our global construction practice and have extensive experience advising on large-scale public infrastructure projects.
Session One: "Dealing with States, The Key Considerations" will cover general considerations that Japanese corporates need to be aware of for outbound construction projects involving a state entity, regardless of the location of the project. We will go into the specific process of drafting considerations, such as ESG (Environment, Social and Governance) and change in law risk. We will walk through the process of negotiating with governments and identify key challenges, and we will look at potential treaty claims arising from bilateral and multilateral investment treaties.
In Session Two: "Dealing with States, The Opportunities and Challenges in South East Asia", we will then embark on a virtual tour across Asia to look at jurisdiction-specific trends and issues, covering China, Indonesia, Thailand, Vietnam, Singapore, Cambodia, Laos and Malaysia in Session Two. These are countries of high growth and present many exciting opportunities to Japanese developers and investors. Our panel of experts regularly work in these jurisdictions and will be sharing insights on the opportunities, and particular local considerations, in each jurisdictions and provide an update on recent market developments.
Both sessions will be moderated by Tokyo-based partner and construction specialist Craig Shepherd.
Register to gain deeper insight into public construction projects and leverage the opportunity to hear from speakers from around the global Herbert Smith Freehills Network.
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Session 1: Dealing with States, The Key Considerations" 25 November 2021 Speakers: Craig Shepherd (Partner, Tokyo), Tim Healey (Partner, London), Matthew Job (Partner, London), Joanne Elson (Senior Associate, London), Tomas Furlong (Partner, Singapore).
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Session Two: Dealing with States, The Opportunities and Challenges in South East Asia 02 December 2021 Speakers: Craig Shepherd (Partner, Tokyo), Michelle Li (Partner, Shanghai), Narendra Adiyasa (Hiswara Bunjamin & Tandjung, Partner, Jakarta), Warathorn Wongsawangsiri (Partner, Bangkok), Daniel Waldek (Of Counsel, Singapore), David Ong (Senior Associate, Melbourne).
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M&A from a sell-side perspective
06 October 2021
A trend is emerging of Japanese corporates selling some of their non-core assets. This is a change for many companies, whose M&A activities have traditionally been predominantly on the buy-side. The considerations for a seller are quite different from those of a buyer and this webinar, brought to you by Herbert Smith Freehills and Japan Institute for Overseas Investment (JOI), will aim to provide General Counsels and business heads with information on how to approach the sale of a business.
In this webinar, our panellists will discuss some of the reasons why Japanese corporates are increasingly choosing to conduct sell-side M&A and work through some of the options for how such sales can be structured. They will also cover how to approach due diligence and transaction documents from a seller’s perspective and give an insight into recent deal term trends for private M&A.
Speakers: Joseph Fisher (Partner, Tokyo), Nicole Pedler (Partner, Sydney), Elaine Wong (Partner, Singapore), Sophie Lenox (Senior Associate, Singapore).
Unpacking Indonesia's New Omnibus Law - Indonesia's New Investment List Unlocks Important New FDI Opportunities
22 April 2021
In line with the efforts of the Indonesian government to encourage more foreign direct investment in Indonesia following the issuance of the watershed Omnibus Law in October 2020, the newly issued Investment List (which replaces the 2016 Negative List) significantly reduces the number of sectors that are closed to any form of investment (foreign or local) and those that are either completely closed or only partially open to foreign equity investment. These changes signal a welcome change for Japanese and other international investors in further considering strategic opportunities for growth in Indonesia.
Our Japan and Indonesia teams invite you to a lively discussion around important changes introduced by the new Investment List, and key considerations for Japanese and other foreign investors. The session will cover:
- a summary of the general new foreign direct investment principles introduced by the new Investment List; and
- the implications for various sectors, including TMT; energy, resources and infrastructure; consumer; and healthcare
Speakers: Graeme Preston (Partner, Tokyo), David Dawborn (Partner, Jakarta), Dhani MM Pattinggi (Partner, Jakarta, Hiswara Bunjamin & Tandjung), Vik Tang (Partner, Jakarta), Cellia Cognard (Of Counsel, Jakarta), Stephanie (Senior Associate, Jakarta, Hiswara Bunjamin & Tandjung)
M&A in 2021: Reflections from 2020 and outlook for the year ahead
2020 has been quite a year for global M&A. Markets continue to be volatile worldwide, yet companies remain under intense pressure to strike a balance between the robustness of their balance sheets, a sustainable asset portfolio, and profitable returns on their investments and other business decisions. Which begs the question: what does the cross-border M&A landscape for Japanese companies look like in 2021?
Join Herbert Smith Freehills’ M&A experts for our 11th Annual Japan M&A Seminar, where we take a deep dive session where they will share their insights from 2020 and discuss outlook for cross-border M&A in 2021, focussing on two key outbound markets for Japanese investors, Europe and Asia. You will have the opportunity to hear from a leading group of cross-border M&A specialists active in advising Japanese corporates across a broad range of key international markets and sectors.
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Session 1: Europe M&A outlook 21 January 2021 Speakers: Graeme Preston, Gavin Davies, Frederic Bouvet, Rebecca Major, Alberto Frasquet, Lorenzo Parola and Soenke Becker
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Session 2: Asia M&A outlook 25 January 2021 Speakers: Joseph Fisher, Jamie McLaren, Vik Tang, Sophie Lenox, Gavin Guo and Jeremy Shen
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Competition law in the UK: What Japanese companies need to know post-Brexit
26 November 2020
On 31 December 2020, the Brexit transitional arrangements will expire, and the UK will no longer be a part of the European Union competition law regime. This webinar will examine the consequences of this change for Japanese companies, including the potential for parallel investigations and merger filings in the EU and UK. For Japanese companies that may have less experience in dealing with UK competition law, this webinar will also provide an overview of the legal regime as well as the main competition authority, the Competition and Markets Authority, including key differences with the European Commission.
Speakers: Mark Jephcott, Kyriakos Fountoukakos and Joel Rheuben
Construction Masterclass 2020: The Driving Issues for the Next Decade
It is impossible to know what the future will hold. But we do know that for the construction industry through the 2020s, some themes are going to be key and some parts of the world will be the principal focus for Japanese contractors.
Join us for Herbert Smith Freehills’ first-ever online Construction Masterclass, held in conjunction with our 11th Annual Japan Construction Conference, and jointly hosted with the Japan Institute of Overseas Investment (JOI).
This year, over three sessions, we will explore the key drivers of change that will have a lasting impact on the opportunities and challenges facing industry players, and will reshape much of what they do and how they can succeed:
- The shift to new urban developments in our Future Cities
- The growing importance of sustainable construction
- The revolutionary impact of technology
We have also identified three regions where there are significant planned developments impacted by these drivers. Each session will consist of a review of the impact of the key driver, an analysis of the position in the region and a case study led by those who have worked on leading projects there.
All sessions will be moderated by construction specialist Craig Shepherd, who heads our Japan construction practice. Each session will feature sector and regional specialists from the Herbert Smith Freehills global network.
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Session 1: Future Cities x South East Asia 11 November 2020 Speakers: Craig Shepherd, Matthew White, Matthew Goerke, Nicholas Carney, and Anthony Ellis
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Session 2: Sustainability x Europe 19 November 2020 Speakers: Craig Shepherd, Sarah Pollock, Tim Healey, Rebecca Major, and Andrew Blacoe
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Session 3: Technology x China 24 November 2020 Speakers: Craig Shepherd, Graeme Preston, Hew Kian Heong, and James Gong
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European infrastructure: Meeting the need in a post-COVID world
Not only has the Covid-19 pandemic had significant impacts on many infrastructure investments in the region and globally (with transport in particular suffering severe consequences) it has also highlighted the importance of the sector both generally and in responding to and recovering from the crisis.
There remains a pressing need and political support for new infrastructure across Europe to build capacity and improve services as well as to meet climate change targets and take advantage of technological advances. Huge amounts of investment will be needed to deliver what is required and a large proportion of that will need to come from the private sector and foreign investors – this is the case now more than ever given the pressure that the Covid-19 crisis has put on public finances.
Join us for our five-part webinar series where we will explore trends and opportunities in European infrastructure. Focusing on key issues and risks relevant to foreign investors in each jurisdiction, we will take you through where we expect the opportunities to be and offer practical guidance on how to get involved.
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EP1 European infrastructure: meeting the need post-Covid 19 25 August 2020 Speakers: Damien Roberts, Gavin Williams, Silke Goldberg, Tom Marshall and Keith Gamble
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EP2 Focus on UK and changing delivery models 27 August 2020 Speakers: Damien Roberts, Patrick Mitchell , Sarah Pollock, Tom Marshall and John Williams
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EP3 Northern Europe under the spotlight 1 September 2020 Speakers: Damien Roberts, Christophe Lefort, Christoph Nawroth and Silke Goldberg
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EP4 Southern Europe under the spotlight 3 September 2020 Speakers: Damien Roberts, Ignacio Paz, Iria Calvino, Lorenzo Parola and Francesca Morra
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EP5 Opportunities in Russia and Central and Eastern Europe 8 September 2020 Speakers: Damien Roberts, Olga Revzina, Matthew Job and Martin Bittner
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10 years of the UK Bribery Act: What are the lessons for Japanese companies?
30 July 2020
It is now 10 years since the Bribery Act 2010 (the UKBA) was introduced in the UK, reforming the law on bribery and corruption. After a slow start there has been much recent activity affecting international business, including the recent landmark €1 billion deferred prosecution agreement (DPA) with Airbus; the first time a UK DPA has been reached with a non-UK entity.
Please join us as we consider the lessons from the last decade that Japanese companies should be aware of, including enforcement trends, the scope for non-UK parent companies to be made subject to the UKBA through the management of their business operations, and the future of the UKBA.
Speakers: David Gilmore, Daniel Hudson, James Allsop and Yosuke Homma
Resolving and preparing for commercial disputes in the new normal: a comparative overview of key dispute resolution methods
The recent global pandemic has had a significant impact on how businesses around the world will operate and mitigate against risk in the future. Various types of dispute have already arisen as a consequence of the severe economic impact caused COVID-19, forcing companies to plan for, and mitigate against, complex commercial disputes whilst minimising disruption to their business, markets and key business relationships. Others are revisiting their dispute resolution strategies to ensure their contracts contain robust and appropriate dispute resolution clauses before entering into commercial agreements or embarking on new ventures, having witnessed the magnitude and scale of disruption, particularly where companies are not sufficiently prepared.
Join us for a three-part webinar series where we will explore three of the most common dispute resolution methods: arbitration, litigation and alternative dispute resolution. Providing a comparative overview of these three mechanisms, we consider practical tips and factors to consider – including cost, jurisdictional risk and enforceability - to help you prepare a robust dispute resolution strategy to protect critical commercial interests.
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EP1 International arbitration 1 July 2020 Speakers: Christopher Hunt and Yosuke Homma
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EP2: Alternative dispute resolution (ADR) 6 July 2020 Speakers: Craig Shepherd and Michael McErlaine
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EP3: International litigation 8 July 2020 Speakers: David Gilmore and James Allsop
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Investing in healthcare assets - emerging trends and key risks
The healthcare sector is set to experience radical change, driven by the rising tide of digitisation, push for innovation, and evolving healthcare needs, many of which came to light during the COVID-19 pandemic. New business opportunities are already emerging in this dynamic sector as it continues to attract interest from investors and industry players alike.
Join us for a four-part webinar series where we will explore the evolving landscape of healthcare investments, opportunities and key considerations for potential investors, and the critical pressure points to maximise your investments and new ventures in this fast-evolving and highly regulated industry.
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EP1: Investing in healthcare assets - Due diligence and regulation 23 June 2020 Speakers: Graeme Preston, Natalie Bryce, Vik Tang, Jamie McLaren, Gavin Guo and Nicola Yeomans
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EP2: Introduction to Healthtech 30 June 2020 Speakers: Graeme Preston, Natalie Bryce, Mark Robinson, Harry Evans and James Gong
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EP3: Lessons learnt from Covid-19 - maximising your healthcare investments 02 July 2020 Speakers: Graeme Preston, Natalie Bryce, Gavin Guo, Jamie McLaren and Stephanie
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EP4: Healthcare as an infrastructure asset 13 July 2020 Speakers: Natalie Bryce, Glynn Cooper, Keith Gamble and Paul Flynn
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Global cartel investigations in an economic downturn: Recent developments and lessons for companies in APAC
9 June 2020
COVID-19 has created a new environment which impacts many – if not all – aspects of business around the world. It is also resulting in changes to competition law enforcement in Europe and beyond. In the near term, competition authorities have relaxed enforcement against cooperation between competitors struggling with disrupted supply chains – although such cooperation is still not without risk. In the longer term, depressed economic conditions are likely to lead to an increase in both cartel activities and enforcement.
This webinar focuses on what companies need to know to navigate this new environment, both now and for potential future investigations.
Speakers: Kyriakos Fountoukakos, Liza Carver, Adelaide Luke, Frances Xu and Joel Rheuben
Turning Adversity to Opportunity in Southeast Asia: Trends and issues post COVID-19
The Covid-19 pandemic has significantly impacted the commercial landscape in which many businesses operate. As economies around the world embark on the next phase in the crisis – recovery, rebuilding and transformation – there are emerging opportunities around the world for businesses seeking growth.
The Southeast Asia region is one such destination which continues to carry significant and strategic growth potential for foreign investors in these unique and unprecedented times. Distressed M&A and other opportunities across high-growth industries are on the rise, while technology and digitisation are permeating various industries at an accelerating speed, playing an increasingly critical role in the emergence of novel, innovative solutions and business models following the significant business impact caused by the pandemic. Meanwhile, such opportunities inevitably come with a degree of risk, and understanding these risks and how to mitigate against them will be crucial to succeeding in the post-Covid-19 world.
Join us for our six-part webinar series where we will explore emerging trends in investment opportunities and risks in Southeast Asia for foreign investors. Focussing on key and emerging sectors and the regional distressed M&A market, we will take you through top tips to maximise investment opportunities, and practical guidance to mitigate against risk. In our final wrap-up session, we are delighted to be joined by Control Risks who will share their insights from their experience helping clients through managing and mitigating business risks throughout this crisis.
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EP1 Distressed energy and infrastructure projects in Southeast Asia 8 June 2020 Speakers: Damien Roberts, Glynn Cooper, Daniel Waldek, Irina Akentjeva, Dhani MM Pattinggi
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EP2 Infra-tech: trends and issues 11 June 2020 Speakers: Damien Roberts, Glynn Cooper, Tomas Furlong, Jamie McLaren and Kathryn Thornton
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EP3 Southeast Asia tech investments: trends and issues 16 June 2020 Speakers: Damien Roberts, Tomas Furlong, Jamie McLaren and Matthew Wentz
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EP4 Indonesia: trends and issues 18 June 2020 Speakers: Vik Tang, Teguh Arwiko, Debby Sulaiman and Gitta Satryani
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EP5 Southeast Asia pharma and healthcare: trends and issues 25 June 2020 Speakers: Damien Roberts, Harry Evans and Tomas Furlong
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EP6 Zooming out: Southeast Asia: trends and issues across the region 29 June 2020 Speakers: Damien Roberts, Austin Sweeney, Elaine Wong and Steve Wilford (Partner, Sinpapore, Control Risks)
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Getting the contract you want – a return to business as usual
The disruptions caused to the world economy by COVID-19 will come to an end. There will be opportunities for new deals, new investments and new markets – and the pressure to progress may drive rapid decision making. In this environment, properly understanding the principles of contract law so that you are not committed until you mean to be, that the clauses mean what you want them to mean and that what you said in negotiations cannot be used against you will once again become essential for success. More than ever, it will be critical for businesses to understand how to manage these risks and ensure they have robust contracts so that their interests are protected.
Join us for this five-part webinar series where we will explore key practical considerations for businesses to avoid disputes arising out of English law governed contracts. This fundamental concept series will give you an opportunity to hone crucial skills to ensure that your contracts are robust, and that you can navigate contractual obligations to your advantage, understand how to avoid a contractual dispute, and be prepared with an effective dispute resolution strategy.
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EP1 Doing a deal – When do you have a binding contract? 22 April 2020 Speakers: Craig Shepherd and Joel Halliday
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EP2 The importance of all that went before – When pre-contractual statements matter 28 April 2020 Speakers: Christopher Hunt and Glenn Kembrey
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EP3 What does your contract mean? How the courts interpret contracts 12 May 2020 Speakers: James Allsop and Victoria Green
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EP4 The requirements of good faith 19 May 2020 Speakers: Yosuke Homma and John Ribeiro
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EP5 Endeavour obligations – how hard do you have to try 21 May 2020 Speakers: Andrew Raymond and Michael McErlaine
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M&A in a crisis: Lessons learnt from the global financial crisis
The World Health Organization declared the current COVID-19 outbreak a global pandemic on 11 March 2020. As the human cost escalates, the eventual economic cost is becoming ever more apparent, and ever more significant.
Whilst many are attending to immediate personal and local business concerns, there are indeed critical issues for Asian companies that have current operations in Europe, where the economic impact is significant, as well as those who are contemplating or are in the middle of a European transaction.
Join us for a webinar series where we explore (1) major operational and transactional issues, as well as the legal and strategic considerations, for companies; and (2) how the issues which could arise from COVID-19 contrasts with what the global economy experienced during the Global Financial Crisis of 2008. We will explore these themes from the perspective of the Asian investor, providing practical guidance on steps companies should consider to best protect their interests – either for the short or long term.
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EP1 The possible impact of COVID-19 in the short term 9 April 2020 Speakers: Graeme Preston, Gavin Davies, Frédéric Bouvét, Alberto Frasquet, Lorenzo Parola and Söenke Becker
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EP2 Operational issues 13 April 2020 Speakers: Graeme Preston, Gavin Davies, Alberto Frasquet, Lorenzo Parola and Söenke Becker
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EP3 What's happening in M&A? 16 April 2020 Speakers: Joseph Fisher, Gavin Davies, Frédéric Bouvét, Alberto Frasquet, Lorenzo Parola and Söenke Becker
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EP4 Lessons from the Global Financial Crisis: Ten themes for this global crisis, and the recovery 20 April 2020 Speakers: Graeme Preston, Gavin Davies, Söenke Becker, Lorenzo Parola and Rebecca Major
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EP5 Distressed M&A 23 April 2020 Speakers: Joseph Fisher, Gavin Davies, Frédéric Bouvét, Alberto Frasquet, Lorenzo Parola, Söenke Becker and Robert Moore
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EP6 M&A disputes: lessons learned and practical tips 27 April 2020 Speakers: David Gilmore, Emma Schaafsma and James Allsop
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Legal implications when COVID-19 impacts performance of a contract
12 March 2020
Many of you work on projects around the world, and it is increasingly apparent that even places which are so far unaffected by the COVID-19 outbreak may have supply chains disrupted by the unprecedented recent global shutdown following the outbreak in Wuhan, China.
Regardless of where you are in the world, COVID-19 has affected your life one way or another. Companies are now faced with having to deal with unexpected situations, which include an inability to travel, disruptions in the supply of materials, employees having to work from home or taking mandatory leave of absence as preventive measures against the further spread of the virus.
Join us for a live webinar with our Global Head of Contentious Construction, Craig Shepherd, and Disputes Resolution Senior Associate, Andrew Raymond, and discuss how force majeure may affect the performance of contractual obligations and ""top tips"" for companies to beware of in these unpredictable times.
Speakers: Craig Shepherd and Andrew Raymond
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Legal Notice
The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
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