This course is part of an on-going programme devised by the IBA’s Public and Professional Interest Division (PPID) to assist young lawyers and junior members of the profession with their understanding of the fundamentals of international legal practice.

The Fundamentals of International Legal Business Practice

Co-organised by the International Bar Association and Tokyo Bar Association

0930 – 1800
20 November 2010
Tokyo Bar Association
3rd Floor, Bar Building
1-3 Kasumigaseki
Tokyo, Japan

A set of course materials will be made available to delegates.
The course will be conducted in English, with simultaneous translation into Japanese.
Registration fee is USD$55 and lunch will be offered to all participants.


Registration fee of USD$55 includes lunch and light reception

0930 – 0945 Welcome and introduction


Jeffrey Blount Fulbright & Jaworski LLP, Hong Kong SAR; Co-Chair, IBA Asia Pacific Regional Forum
Kimitoshi Yabuki Yabuki Law Offices, Tokyo, Japan; Co-Chair, IBA Asia Pacific Regional Forum
0945 – 1100

An introduction to international mergers and acquisitions


Jeffrey Blount

This training session will cover the fundamentals of a typical international acquisition transaction. Topics will follow the lifecycle of a cross-border acquisition, and its negotiation and documentation, beginning with preliminary matters such as non-disclosure agreements, letters of intent and term sheets. The training will address how to plan and conduct effective legal due diligence.

We will then discuss the preparation and negotiation of the principal transaction documentation, including stock and asset purchase agreements, and related documentation such as non-competition agreements, shareholder agreements and other arrangements that are present in different transactional contexts. The relevance of foreign investment approval, tax, antitrust, employment and other legal and regulatory considerations in a typical cross-border acquisition context will be identified and discussed, as well as the important contractual terms of acquisition documentation, such as representations, warranties, pre-closing covenants, purchase price adjustments, indemnification, termination and remedies.

The training session will also discuss various cultural and other practical considerations that are relevant in crossborder acquisitions, and how lawyers should effectively contend with these matters. The session will allow participants to ask questions and share their experiences in an interactive format.

1100 – 1115 Tea/coffee break
1115 – 1230 An introduction to international intellectual property


Richard Jarvis Davies Collison Cave Law, Melbourne, Victoria, Australia

‘International intellectual property’ is an amalgam of multilateral and bilateral treaties and agreements that have the harmonisation of national intellectual property laws as their principal aim. This session will provide an introduction to some of the more important international intellectual property treaties and agreements. It will also broadly examine how successful the establishment of the World Intellectual Property Organisation (WIPO), the trend towards globalisation of trade with the attendant creation of the World Trade Organisation (WTO) and regional trade organisations, and the Agreement on Trade Related Aspects of Intellectual Property (TRIPS) have been in facilitating and influencing the simplification of intellectual property procedures and the harmonisation of national intellectual property laws. Some examples where there is presently significant divergence in substantive law and practice will be discussed.
1230 – 1445 Lunch and roundtable discussion


Sanjiv Dagar Reed Elsevier, Gurgaon, India
Felix Ka-ho Ng Haldanes Solicitors & Notaries, Hong Kong SAR; Website Officer, IBA Environment, Health and Safety Law Committee
Yuko Tanaka The Haruki and Tokyo-Marunouchi Law Offices, Tokyo, Japan

A roundtable discussion will be held to address common issues among young lawyers around the world. The young lawyers in the roundtable will discuss their experiences in their law firms/companies over the last couple of years – in these times of global financial crisis and its impact and the positive impact of the recovery in the Asia Pacific Region.
The discussion could cover topics such as career options, impact on remunerations, promotions, client/corporate counsel expectations in recessionary times, changes in fee structure, changes in nature of client assignments.
1445 – 1600 Upstream dispute management and international arbitration


Lawrence Teh Rodyk & Davidson LLP, Singapore; Vice-Chair, IBA Asia Pacific Regional Forum
This presentation:
- Explains why disputes are a by-product of commercial interaction, particularly in international contracts
- Contrasts international arbitration with the domestic court process
- Provides examples of arbitration clauses
- Deals with management of disputes before a dispute arises through both an understanding of how international arbitration works and through the effective drafting of arbitration clauses
1600 – 1615 Tea/coffee break
1615 – 1745

The internationalisation of merger and cartel law


Jacques Buhart Herbert Smith LLP, Brussels, Belgium; Advisory Board Member, IBA European Regional Forum
Dave Poddar Mallesons Stephen Jaques, Sydney, New South Wales, Australia; Vice-Chair, IBA Antitrust Committee
Marc Reysen Howrey LLP, Brussels, Belgium; Working Group Coordinator, IBA Antitrust Committee

The programme aims to introduce participants to the fundamental issues in international competition law. For this purpose, panellists will focus on substantive and procedural issues that cartels and mergers with effects beyond the national sphere may give rise to.

With regard to cartels, this will include a presentation of the rules on collusive behaviour in the European Union, the United States of America and various Asian countries, including the practical aspect of immunity and leniency applications and coordination among antitrust regulators such as the European Commission, the JFTC, and the US DoJ. In the field of mergers, a main focus will be on transactions which involve Japanese companies (including the establishment of Joint Ventures) but nevertheless give rise to notification requirements in the EU and/or the USA. Besides questions of substance, procedural issues and administrative practices will be considered to identify the way from the first contact with the authority to successful clearance of the transaction

1745 – 1800 Closing remarks
Jeffrey Blount
Kimitoshi Yabuki
1830 – 2030 Light reception at Hibiya Matsumotoro for delegates only

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