Heart Of The Matter - A Podcast On Legal Developments From Around The World

In today's increasingly complex corporate world, mergers and acquisitions (M&A) activity is rising. But with the heightened levels of M&A also comes a rise in fraud risk. In fact, fraud related to mergers and acquisitions has become one of the most significant threats facing companies now– a grave concern that must be addressed effectively in order to protect both the acquiring and target entities. That is why it’s essential for all parties involved in an M&A transaction to understand post-acquisition fraud risk—and how best to mitigate this risk where possible—before signing on the dotted line.

When it comes to disputes involving contracts, two aspects come into play - representation and warranties. Representation and warranty clauses are widely used in commercial agreements, as they help protect a contracting party's interests by setting out specific promises made by one party to the other. Through these assurances, parties can be assured that what is being agreed upon will be delivered faithfully or risk repercussions if not fulfilled. In this episode, we'll discuss how representation and warranty clauses work when dealing with contract-related disputes and why they are necessary for successful business transactions.

To find out more, visit MDD

Our Guests

Eddy Lee

Eddy is a Regional Managing Director and Head of Disputes and Litigation Asia.

He specialises in the areas of business valuation, economic loss quantification, cost verification, minority shareholder disputes and solving complex accounting issues.
Eddy provides expert financial advice in cases of litigation and international arbitration. He has been appointed both as a valuation and an accounting expert on numerous occasions and has given oral testimony.

Eddy is a Fellow of The Institute of Chartered Accountants in England and Wales who, during his 17‑year career, has led, managed or consulted on a diverse array of issues including identification and quantification of lost profits, the valuation of businesses and financial assets including shareholdings, intellectual property, and of wasted costs.
Eddy has also advised clients on regulatory matters, market assessments, and brand valuations and is regularly invited to speak at conferences and deliver training on a variety of economic damage quantification and other financial topics around the region.

Jerome has over 10 years of experience in Forensic Accounting. He joined MDD in 2015 and is Director of their Litigation Support Services in Hong Kong.
He focuses on matters related to business valuation, business disputes, loss of profits and fraud & investigations. He has extensive experience in litigation support and has acted as an expert witness in Hong Kong and UK court proceedings.
In business valuations, Jerome has advised clients and acted as an expert witness in a variety of assignments including shareholder disputes, divorce proceedings, and valuations of start-ups and mature businesses. The assignments relate to parties from various jurisdictions including Hong Kong, Singapore, PRC, Korea, Cayman Islands and United Kingdom.


Jerome McDonagh

Jerome has been involved in numerous damage quantification matters including loss of profits, post-M&A breaches of warranties and aborted contract claims.

Jerome’s loss of profit experience extends to catastrophe services experience from his involvement in assignments related to the Tianjin explosions in 2015 and Typhoon Hato in 2017.

His expertise spans a wide range of industries including financial services, manufacturing, textiles & apparel, IT, property, shipping & freight, telecommunications, casino and gaming.
Jerome is the creator of the MDD Duxbury Calculator, an online, subscription-based calculator designed to enable Duxbury calculations to be completed quickly and cost-effectively.

He has presented various seminars and workshops on business valuation, financial statement fraud, losses from aborted contracts and Duxbury calculations.

Fluent in Cantonese and conversant in Mandarin, Jerome graduated from Manchester University (UK) with a Bachelor of Economic Science degree and the University of London (UK) with a Master of Science degree in Professional Accountancy. He holds various professional qualifications and affiliations

Mergers and acquisitions are a common occurrence in the business world. Although beneficial for many, there are often disputes between firms once an M&A event takes place. These post-M&A disputes can be particularly damaging if not addressed quickly and properly. In this episode, we'll take a closer look at the different kinds of post-M&A disputes that can arise, their causes, and how to resolve them effectively so you can avoid conflicts later on down the line.

To find out more, visit MDD

Our Guests

Eddy Lee

Eddy is a Regional Managing Director and Head of Disputes and Litigation Asia.

He specialises in the areas of business valuation, economic loss quantification, cost verification, minority shareholder disputes and solving complex accounting issues.
Eddy provides expert financial advice in cases of litigation and international arbitration. He has been appointed both as a valuation and an accounting expert on numerous occasions and has given oral testimony.

Eddy is a Fellow of The Institute of Chartered Accountants in England and Wales who, during his 17‑year career, has led, managed or consulted on a diverse array of issues including identification and quantification of lost profits, the valuation of businesses and financial assets including shareholdings, intellectual property, and of wasted costs.
Eddy has also advised clients on regulatory matters, market assessments, and brand valuations and is regularly invited to speak at conferences and deliver training on a variety of economic damage quantification and other financial topics around the region.

Jerome has over 10 years of experience in Forensic Accounting. He joined MDD in 2015 and is Director of their Litigation Support Services in Hong Kong.
He focuses on matters related to business valuation, business disputes, loss of profits and fraud & investigations. He has extensive experience in litigation support and has acted as an expert witness in Hong Kong and UK court proceedings.
In business valuations, Jerome has advised clients and acted as an expert witness in a variety of assignments including shareholder disputes, divorce proceedings, and valuations of start-ups and mature businesses. The assignments relate to parties from various jurisdictions including Hong Kong, Singapore, PRC, Korea, Cayman Islands and United Kingdom.


Jerome McDonagh

Jerome has been involved in numerous damage quantification matters including loss of profits, post-M&A breaches of warranties and aborted contract claims.

Jerome’s loss of profit experience extends to catastrophe services experience from his involvement in assignments related to the Tianjin explosions in 2015 and Typhoon Hato in 2017.

His expertise spans a wide range of industries including financial services, manufacturing, textiles & apparel, IT, property, shipping & freight, telecommunications, casino and gaming.
Jerome is the creator of the MDD Duxbury Calculator, an online, subscription-based calculator designed to enable Duxbury calculations to be completed quickly and cost-effectively.

He has presented various seminars and workshops on business valuation, financial statement fraud, losses from aborted contracts and Duxbury calculations.

Fluent in Cantonese and conversant in Mandarin, Jerome graduated from Manchester University (UK) with a Bachelor of Economic Science degree and the University of London (UK) with a Master of Science degree in Professional Accountancy. He holds various professional qualifications and affiliations

The recent amendment to the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 by MEITY has been a topic of discussion among various stakeholders. The amendment aims to regulate online gaming intermediaries and requires them to observe due diligence while discharging their duties.

The proposed amendments also include provisions for intermediaries to block access to social media posts and news articles deemed fake or misleading.

In this episode, we look at how the rules will be implemented and what burdens do the digital intermediaries have as a result.

To find out more about, visit https://www.cyrilshroff.com/

Our Guest

Arun S. Prabhu

Arun advises extensively on matters relating to complex intellectual property, telecom, e-commerce, data protection and privacy, including issues surrounding data collection, processing, protection and retention, in addition to the formulation of policies and best practices designed to mitigate the legal risks associated with handling of data. He specialises in offering sector specific, cutting edge advice in relation to technology to clients who are exposed to increased industry specific risks.

He regularly advises on the intersection between business and emerging technologies. Arun advises both, international and domestic clients, on technology-related transactional and advisory matters across sectors ranging from banking, insurance, healthcare, internet and telecommunications to media and broadcasting. He regularly advices on large scale acquisitions of, or investments into, technology and data centric entities. Some of his key transactions in this regard include Equinix Acquisition of GPX’s data center business in India, IronMountain’s strategic investment into Web Werks India Private Limited and Adani’s strategic relationship with Google.

His transactional work involves enabling complex technology procurement and outsourcing contracts, and software development and licensing arrangements. Recent key transactions have involved assisting Equinix Inc., Adaniconnex Private Limited, Tata Digital Limited, Hinduja Global Solutions Limited, Sequoia Capital, Warburg Pincus, SBI General Insurance and several large banks and financial services institutions and private equity investors in India with key technology transactions.

He writes, speaks, comments and consults extensively with industry associations, embassies, self-regulatory organizations and think tanks, including FICCI, CII, ASSOCHAM on the emerging Indian legal regime surrounding data protection. He has been conducting training for his clients, basis the recently released drafts of the Indian Telecommunication Bill, 2022 and the Digital Personal Data Protection Bill, 2022.

Data processing has become even more critical in recent years, especially for digital lending platforms that are now ubiquitous throughout India. The need to properly regulate data processing activities is more pertinent than ever before, as this will help protect consumer rights and privacy while creating a secure environment for all stakeholders involved. With the emergence of digital lending platforms in India, regulatory agencies have stepped up efforts to ensure that data collected through these services is processed responsibly and with the utmost integrity. This episode seeks to explore how government regulation can be effectively implemented to protect consumers from potential risks posed by data processing practices among digital lending platforms.


To find out more about, visit https://www.cyrilshroff.com/

Our Guest

Arun S. Prabhu

Arun advises extensively on matters relating to complex intellectual property, telecom, e-commerce, data protection and privacy, including issues surrounding data collection, processing, protection and retention, in addition to the formulation of policies and best practices designed to mitigate the legal risks associated with handling of data. He specialises in offering sector specific, cutting edge advice in relation to technology to clients who are exposed to increased industry specific risks.

He regularly advises on the intersection between business and emerging technologies. Arun advises both, international and domestic clients, on technology-related transactional and advisory matters across sectors ranging from banking, insurance, healthcare, internet and telecommunications to media and broadcasting. He regularly advices on large scale acquisitions of, or investments into, technology and data centric entities. Some of his key transactions in this regard include Equinix Acquisition of GPX’s data center business in India, IronMountain’s strategic investment into Web Werks India Private Limited and Adani’s strategic relationship with Google.

His transactional work involves enabling complex technology procurement and outsourcing contracts, and software development and licensing arrangements. Recent key transactions have involved assisting Equinix Inc., Adaniconnex Private Limited, Tata Digital Limited, Hinduja Global Solutions Limited, Sequoia Capital, Warburg Pincus, SBI General Insurance and several large banks and financial services institutions and private equity investors in India with key technology transactions.

He writes, speaks, comments and consults extensively with industry associations, embassies, self-regulatory organizations and think tanks, including FICCI, CII, ASSOCHAM on the emerging Indian legal regime surrounding data protection. He has been conducting training for his clients, basis the recently released drafts of the Indian Telecommunication Bill, 2022 and the Digital Personal Data Protection Bill, 2022.

As the Indian government looks at introducing a data protection bill, industries are bracing themselves for yet another shift in their digital ecosystem. The draft bill titled ‘The Personal Data Protection Bill, 2022’ is groundbreaking with its approach to drafting regulations for holding and processing personal data of Indian citizens. Businesses will have to take drastic measures steps towards compliance or face penalties if they don't adhere to the guidelines set out in the proposed legislation. In this episode, we take a look at what this new piece of legislation could mean for businesses as well as examine some key points from the proposed bill. We'll also discuss how organizations can prepare themselves under topics like security compliance and data governance.

To find out more about this bill visit https://www.cyrilshroff.com/

Our Guest

Arun S. Prabhu

Arun advises extensively on matters relating to complex intellectual property, telecom, e-commerce, data protection and privacy, including issues surrounding data collection, processing, protection and retention, in addition to the formulation of policies and best practices designed to mitigate the legal risks associated with handling of data. He specialises in offering sector specific, cutting edge advice in relation to technology to clients who are exposed to increased industry specific risks.

He regularly advises on the intersection between business and emerging technologies. Arun advises both, international and domestic clients, on technology-related transactional and advisory matters across sectors ranging from banking, insurance, healthcare, internet and telecommunications to media and broadcasting. He regularly advices on large scale acquisitions of, or investments into, technology and data centric entities. Some of his key transactions in this regard include Equinix Acquisition of GPX’s data center business in India, IronMountain’s strategic investment into Web Werks India Private Limited and Adani’s strategic relationship with Google.

His transactional work involves enabling complex technology procurement and outsourcing contracts, and software development and licensing arrangements. Recent key transactions have involved assisting Equinix Inc., Adaniconnex Private Limited, Tata Digital Limited, Hinduja Global Solutions Limited, Sequoia Capital, Warburg Pincus, SBI General Insurance and several large banks and financial services institutions and private equity investors in India with key technology transactions.

He writes, speaks, comments and consults extensively with industry associations, embassies, self-regulatory organizations and think tanks, including FICCI, CII, ASSOCHAM on the emerging Indian legal regime surrounding data protection. He has been conducting training for his clients, basis the recently released drafts of the Indian Telecommunication Bill, 2022 and the Digital Personal Data Protection Bill, 2022.

Data localization rules are becoming increasingly important in today’s digital world. As countries become more aware of the value held within data, many have implemented laws that require businesses to store and process their data within the country’s borders. In this episode, we will take a look at data localization rules in Vietnam and how they affect companies operating in the country.

Please visit Russin & Vecchi for more information



Our Guests

Nhut Nugyen

Nhut has experience in international business and multi-jurisdictional transactions.
His practice focuses principally on M&A, private equity, international finance, and inbound foreign investment in general.

Nhut has been involved in a number of large transactions in which he has acted for multinational clients to provide solutions to structure and to implement the transaction.
He has particular experience in structuring complex M&A deals that require creative structures of share acquisition in light of existing legal restrictions and ambiguities.
He has led the Russin & Vecchi team in various large-scale transactions, including comprehensive, non-conventional due diligence investigations, deal structuring, transaction documentation, performance of conditions precedent and rectification of due diligence issues, funding structures and funding documentation, closing coordination, and post-acquisition integration.

Nhut has practiced law in Vietnam for 20 years.


Le Ton Viet

Viet is a member of the Asia Data Protection & Security Practice Group of Meritas.
He has a particular focus on data security, marketing and advertising practices, international data transfer and other privacy and cybersecurity matters.

He counsels a broad range of clients on data privacy regulation and breach response.
Additionally, he represents clients in various transactions in the field of hotel management, real estate and insurance.

The environmental, social, and governance (ESG) factors of a company are becoming increasingly important to investors. Many companies are now touting their ESG credentials as a way to attract investment. However, some companies may be engaging in "greenwashing," falsely promoting their ESG practices. Investors need to be careful to differentiate between companies that are truly committed to sustainable practices and those that are only paying lip service to them. By doing their due diligence, investors can ensure that their money is going into businesses with a sustainable future.

To find our more about Stephenson Harwood please visit https://www.esglegalhub.com/

About Our Guests

Penelope Shen

Penny is one of Hong Kong’s leading funds lawyers who counts among her clients the region’s top asset managers. She is consistently sought after for both direct expertise and keen market intelligence.

Tze-wei Ng

Tze-wei brings deep knowledge of charities and social innovation to her advice to philanthropic foundations and private clients. As part of the private wealth team she also has experience in trusts, wills, estate planning and administration. She is known for her understanding of the increased mixed use of non-profit and for-profit tools in creating impact, which allows her to provide tailored solutions to enable strategic philanthropy and social entrepreneurship.

Is it worth investing in companies that have an ethical and sustainable focus? There is no simple answer, but a growing number of investors believe that ESG investment does make sense. Here we'll take a look at some of the factors to consider when making an ESG investment.

To find our more about Stephenson Harwood please visit https://www.esglegalhub.com/

About Our Guests

Penelope Shen

Penny is one of Hong Kong’s leading funds lawyers who counts among her clients the region’s top asset managers. She is consistently sought after for both direct expertise and keen market intelligence.

Tze-wei Ng

Tze-wei brings deep knowledge of charities and social innovation to her advice to philanthropic foundations and private clients. As part of the private wealth team she also has experience in trusts, wills, estate planning and administration. She is known for her understanding of the increased mixed use of non-profit and for-profit tools in creating impact, which allows her to provide tailored solutions to enable strategic philanthropy and social entrepreneurship.

Hong Kong is a hotbed for business, and the economy is booming. However, companies must be aware of how environmental, social, and governance (ESG) factors can affect their bottom line. This epsiode will explore how ESG affects businesses in Hong Kong and provide tips on how to integrate these considerations into your operations. Stay ahead of the curve and make sure you're doing everything possible to protect your company's interests!

To find our more about Stephenson Harwood please visit https://www.esglegalhub.com/

About Our Guests

Penelope Shen

Penny is one of Hong Kong’s leading funds lawyers who counts among her clients the region’s top asset managers. She is consistently sought after for both direct expertise and keen market intelligence.

Tze-wei Ng

Tze-wei brings deep knowledge of charities and social innovation to her advice to philanthropic foundations and private clients. As part of the private wealth team she also has experience in trusts, wills, estate planning and administration. She is known for her understanding of the increased mixed use of non-profit and for-profit tools in creating impact, which allows her to provide tailored solutions to enable strategic philanthropy and social entrepreneurship.