Upcoming seminars and webinars
Corporate takeovers: Due diligence and financing legal principles
Seminar | 10 May 2016 | 6:30 pm CET
As part of KU Leuven - Kulak's Corporate takeovers program, Christoph Michiels and Astrid Delanghe from Laga's Corporate-M&A practice will facilitate in a session regarding the due diligence and financing legal principles of a takeover.
Cross-Border Relocation of Companies within the EU: A Chance for Your Company? – Opportunities, Challenges and Potential Pitfalls
Webinar | Dbriefs Legal | 11 May 2016 | 12:00 pm CET
Host: Felix Felleisen
Presenters: Nikki Borgman, Jean-Philippe Drescher, Andreas Knijpenga, Sylvain Lesaffre, and Heike Richter
In addition to cross-border mergers, the transfer / relocation of the statutory seat of a company from one EU Member state to another whilst simultaneously changing the legal form of the entity into a legal form of the recipient EU Member state has become a viable reorganisation option within the EU for international groups of companies. Such relocation of limited liability companies within Europe is a consequence of the freedom of establishment and ECJ case law, potentially offering tax benefits in comparison to cross-border mergers or other options like asset transfers and cross-border accretions. It may be an alternative to a potentially burdensome liquidation and formation of a new company. We’ll discuss:
- General possibility of relocation within the EU.
- Opportunities, challenges and potential pitfalls.
- Practical experience with successful recent relocations in Germany, the Netherlands, Luxembourg, and Switzerland.
- Tax treatment and potential benefits associated with relocations – avoidance of transfer taxes and in particular avoidance of Real Estate Transfer Tax.
Gain insights from the experts and have a better understanding of the opportunities offered by cross-border relocation.
Drafting Intercompany Agreements on Intangibles in the BEPS Environment: From a Legal Perspective
Webinar | Dbriefs Legal | 19 May 2016 | 12:00 pm CET
Host: Dulce Maria Miranda
Presenters: Richard Schmidtke, Maria Vidal, and Matthias Vierstraete
Action 8 of the OECD BEPS Action Plan aims to prevent base erosion and profit shifting by moving intangibles amongst group members. The final report addressing Action 8 imposes new compliance burdens on multinationals. What are the crucial legal aspects that you need to know to comply with the new requirements? We'll discuss:
- Identification of intangibles and the drafting and reviewing of IP-related intercompany agreements.
- Consideration of nature, objective, and territorial scope of the rights.
- Explanation of the DEMPE concept as developed by the OECD for intercompany transfer pricing and its consequences on intercompany agreements.
- Consistency between the contractual terms of the intercompany agreement and the actual conduct of the parties.
Hear from a cross-border team of experts and the combined approach of IP Legal and Tax to have a better understanding of the impact on businesses for the management of intra-group IP-related agreements.
Exit Provisions in M&A Transactions
Webinar | Dbriefs Legal | 8 June 2016 | 12:00 pm CET
Host: Piotr Sitarski
Presenters: Marcin Kozicki, Andrea Sciortino, and Dr. Michael von Rüden
Exit provisions in joint ventures or similar investment arrangements can be key and critical in the lifecycle of a joint investment, should certain events occur. There are many reasons why joint investment parties may wish to terminate their relationship: i) one party might want to sell its share to a third party; ii) the joint investment might have achieved its purpose; iii) the termination might be the result of a desired exit strategy (i.e., sale or IPO); or iv) one party might have severely breached the joint investment agreement or the parties ended up in a deadlock. Thoughtful and extensive exit mechanisms are therefore important and useful for all M&A participants, whether private equity and other financial investors, passive investors or minority shareholders. Unfortunately, it is common that parties neglect to adequately provide for exit clauses and yet this is often one of the main considerations. We’ll discuss:
- Most common exit structures and rationales.
- Reasons why one mechanism might be more appealing than another.
- Practical examples and Hallmarks of Polish, German, and Italian case law.
Experts will share views on how to best plan and implement exit strategies.