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Investors involved in transactions in developing jurisdictions face a different set of risks from those working in developed countries. Lawyers, wherever located, need to know where to look for these risks, how to interpret them for clients, employers and counterparties and how to manage them. This knowledge is fundamental to advising investors how to avoid delays, cost overruns and transaction failure. This subject is explicitly transactional and designed to assist students who wish to be involved in deals in the region.
Materials and case studies will look at a number of countries in the region with examples taken principally from Thailand, Vietnam, Indonesia and Myanmar. However, skills learnt will be generally applicable to investing and advising in unfamiliar jurisdictions.
Thomas Miller has spent most of the past 20 years in private practice in Asia working on Asian transactions as a partner in the law firm Allens Linklaters.
Principal topics include:
- The characteristics of developing country legal systems that require a different transactional approach
- The identification of areas of investment where investment challenges are most likely to occur in developing countries
- The conduct of due diligence focusing on those areas where risk profiles differ significantly from those in a developed jurisdiction, such as land entitlements and disputes
- Structuring a foreign investment
- Funding a foreign investment
- Acquisitions of existing businesses
- Financing issues—and in particular foreign exchange controls, loan registration, the adequacy of securities and securities registers, the non-recognition of trusts and the relevance of political risk insurance
- Strategies for managing risk using documentation, negotiation and transaction structures.
Intended learning outcomes
A student who has successfully completed this subject will:
- Acquire the analytical skills required to identify a broad range of legal risks in unfamiliar legal environments. Particular focus will be given to foreign investment, acquisition and financing transactions and at a more detailed level subject areas including due diligence, foreign exchange remittance and convertibility and enforcement
- Be able to interpret risk factors for clients, employers or counterparties who are only familiar with developed country transactional standards
- Be able to devise and implement strategies to manage legal risk and achieve investment goals through documentation, negotiation and transaction structuring
- Be able to identify those particular risks which can only be addressed through pricing changes, additional support or transaction abandonment.
Last updated: 11 February 2021