In a complex M&A landscape this year, Asia’s corporate lawyers had to go the extra mile for their clients as they looked to get deals through. This second annual list celebrates 15 of the best dealmakers in the region.
What would you say are the most significant M&A transactions you have worked on, and what made them particularly memorable or challenging?
It is hard to pinpoint one in my career as I have a lot of favourite deals. One is the USD3.2 billion acquisition of PT Bumi Resources Tbk. and PT Berau Coal Energy Tbk. by Vallar Plc., a British public company owned by the Rothschild family. This is one of the largest corporate transactions by value in Indonesian history, creating the first Indonesian vessel to be listed on the London Stock Exchange, and we closed this complex deal in just two weeks! Another recent favourite deal that I closed was the IDR6.6 trillion corporate restructuring for the establishment of the largest data centre and IT service companies in Indonesia via (i) spin-off of Telkom Sigma data centre assets to Telkom Data Ekosistem and (ii) acquisition via new investments by Telkom to both companies. It is one of the most complex M&A transactions, given a large amount of transferred third parties contracts and liabilities, creating a new precedent for spin-off transactions in Indonesia.
In your opinion, what is the key to successfully navigating the complex legal and business issues that arise during M&A deals?
Deal management skills. Seriously, if you fail to plan, you plan to fail. Exceptional M&A lawyers must be able to provide a proper step-by-step plan for closing a deal to their clients, ensuring that any material issues that may affect the closing timeline are quickly identified and mitigated. After all, nothing is more hated by clients than a bad surprise just when they are about to close a deal.
How do you approach balancing your role as a legal advisor with your clients' business objectives, particularly when there are competing interests or potential conflicts of interest?
Finding a compromise or win-win solution for parties with competing interests is definitely an important role of M&A lawyers. Having a deep commercial understanding is indeed essential. Yet, lawyers must also avoid pushing their clients to take a deal at all costs just for the sake of closing that deal. We must provide them with an independent and clear assessment of the costs and benefits of doing a transaction from legal perspective so that they have a complete picture before making the final decision.
