Winning Together: Exploring the dynamics of India-Singapore relations for Fund Structuring and Deal Making

Date and Time:

Wednesday, 26 April 2023, 10:30 A.M. – 01:30 P.M. IST

Venue:

3, North Avenue, Maker Maxity, Bandra-Kurla Complex, Mumbai 400 051, India

MODE OF JOINING:

IN PERSON

Introduction:

India and Singapore are poised to see enhanced economic cooperation with increase in trade and investment flows between the countries. Singapore has remained one of the top sources of FDI into India for the fourth consecutive financial year. The future of inbound M&A activity in India is also ripe and will only bolster the country’s economic growth.

Singapore is often viewed as an international fund management and domiciliation hub for fund managers setting up India-focused funds. The country’s robust but enabling regulatory framework, as well as the ease of doing business, efficiencies in terms of enforcement and fund focused corporate framework (VCCs) have turned Singapore into a major fund jurisdiction.

Together with guest panellists from Rajah & Tann, we are excited to bring you this exclusive in-person event where lawyers from both firms will discuss the key aspects of Fund Formation (including LP Perspectives) involving Singapore, as well as the latest trends and developments in deal making and M&A activity.

Some of the topics that the panellists will be discussing include:

• Singapore as a major fund jurisdiction for India-focused Funds: Regulatory landscape in Singapore, including the legal framework for funds and investment managers; the merits of Singapore's VCC compared to offerings from other jurisdictions; practical and operational issues in setting up a Singapore VCC for an Indian GP; key considerations for unified and parallel fund structures involving Singapore and India; and LP perspectives on VC/PE funds in 2023.

• Lessons from deal making in 2022: Future of inbound investments in India; innovative structures in deal making; impact of Press Note 3 of 2020 on M&A; increasing regulatory intervention in deal making; ESG considerations in M&A; and future of deal-making activity in the India-Singapore corridor.

Flow of the session

Speakers

Hoon Chi Tern Deputy Head, Capital Markets Partner, Rajah & Tann Singapore LLP

Hoon Chi Tern is the Deputy Head of Rajah & Tann Singapore’s Capital Markets practice, and a Partner in the Mergers & Acquisitions practice.

He has substantial experience in a wide range of notable corporate transactions, including public and private mergers & acquisitions, private equity investments and buyouts, local and international initial public offerings, secondary listings and fund-raising, as well as privatisations. He also regularly advises SGX-ST listed issuers on continuing obligations and compliance matters.

In addition to being recognised as a leading capital markets lawyer, Chi Tern has also been recommended for M&A by Who’s Who Legal. Lauded for being "experienced, sharp, efficient", he is also endorsed by IFLR1000 as a notable practitioner for his work in Capital Markets and Mergers & Acquisitions. Described as a “standout lawyer”, clients have also commended Chi Tern for his “innovative approach, clear articulation of legal options and permutations and the ability to put these options into a commercial perspective”.

Prior to obtaining his BCL from the University of Oxford in 2009, Chi Tern graduated with his LL.B. from the University of Nottingham in 2008 where he won the Lovell's prize for Commercial Law. He was admitted as an Advocate and Solicitor of the Supreme Court of Singapore in 2011.

Philip Yeo Deputy Head, Funds and Investment Management Partner, Rajah & Tann Singapore LLP

Philip Yeo regularly provides advice on the establishment and licensing obligations of the Singapore based fund managers as well as the formation of the Singapore and offshore funds with different investment strategies and investment focus in various geographical markets.

Philip has extensive experience in the formation and restructuring of a broad range of onshore and offshore investment funds including hedge funds, fund of funds, private equity funds and other pooled private investment vehicles (whether structured as master-feeders or standalone) and regularly advises fund managers and advisors on legal structure and other formation issues, marketing arrangements, general compliance matters and other related legal and regulatory matters (including seed capital arrangements and negotiations).

Apart from fund formation, Philip also regularly acts for institutional and private investors seeking to invest in private equity, venture capital and real estate funds.

Philip has been recognised as a ranked lawyer by Chambers Asia Pacific since 2020, with clients describing him as “quick in understanding and astute in framing the problem.” He has also been recognised as a Notable Practitioner by Asialaw Profiles since 2023, and is praised for being “responsive, professional, detailed” and possessing “strong legal knowledge in the field of investment management”.

NISHCHAL JOSHIPURA Co-Head, M&A & Private Equity Nishith Desai Associates

Nishchal Joshipura co-heads the Private Equity and M&A Group at the research and strategy driven international law firm NDA. He is a Lawyer, Chartered Accountant and an MBA (Finance). He has 19 years of work experience in advising several high profile Private Equity and M&A clients on cross border deals and investments from a strategic, legal and tax perspective. His deal structures have been consistently recognized as most innovative by the Financial Times of London. He has also helped set up multiple offshore and domestic India focussed funds and advises Pension Funds and Sovereign Wealth Funds on cross border deals in listed and unlisted space. He is the partner-in-charge of the Fund Formation Group at NDA.

HARSHITA SRIVASTAVA Co-Head, M&A Nishith Desai Associates

Harshita Srivastava is a core member of the Private Equity and M&A Group at NDA. With her specialization in public offerings, mergers and strategic acquisitions, she focuses on complex cross border and domestic private equity transactions. She advises major funds and global corporations on overseas investments and in formulating and implementing structures from a legal, tax and regulatory perspective. She also has extensive experience in handling business transfers (both slump sale and asset sale) and court approved mergers/ demergers, along with strategic business takeovers. She also heads the Warranty & Indemnity Insurance Practice Group at NDA and has been involved in advising international insurance companies in the legal underwriting process for large India-focused deals.

NANDINI PATHAK Leader, Investment Funds Practice Nishith Desai Associates

Nandini Pathak is a Leader in the Fund Formation practice at Nishith Desai Associates and is actively involved in the firm’s thought leadership on the venture capital (VC) and private equity (PE) side of funds. Her focus area has been fund formation for India focused funds for almost a decade now. With a strong focus on VC / PE funds, she has advised several international, foreign and domestic clients on legal, regulatory and tax issues, fund governance and fund economics best practices and negotiations with various participants at the fund formation and closing stages. Her expertise includes tax efficient structuring for India focused funds as well as LP-GP negotiations. She also regularly advises clients on the regulatory front including on securities laws and exchange control laws.

Dibya Behera Member, Investment Funds Practice Nishith Desai Associates

Dibya Behera is currently a member of the Investment Funds practice at Nishith Desai Associates, Mumbai. He has an extensive experience of working across a broad spectrum of funds matters, both domestic and international. He regularly advises GPs on the structuring, establishment and launch of private equity and venture capital funds, including the drafting and negotiation of PPMs, charter documents, Investment Management Agreements, Subscription Documents and Side Letters. He also has an experience of working on setup of funds in different jurisdictions such as Mauritius, Singapore and Netherlands.

He has been also involved in the representation of limited partners in their negotiation with GPs. He routinely provides legal advice in connection with private equity and venture capital fund governance and regulatory compliance. He has extensively interacted with the SEBI and different third party service providers for seamless launching of funds. In addition, he has been part of the team making several presentations to SEBI and IVCA on issues pertaining to set up, operations and governance of AIFs. He regularly contributes in writing on topics related to investment funds.