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Insights from Deloitte's 2017 Human Capital Trends: Flexible employment in the gig economy

Dbrief Legal

5 October 2017

Host: Stijn Demeestere

Presenters: Fernando Bazan, Stijn Demeestere, Martin Doepner, Sashil Durve, Nathalie Pequiman, and Yves Van Durme

The Deloitte's Human Capital Trends 2017 shows that the future of work has arrived now. Companies can no longer consider their workforce to be only the employees on their balance sheet, but must include interim workers, freelancers, "gig economy" workers, and crowds. These on- and off-balance sheet workers are being augmented with machines and software. Further, both companies and employees are increasingly demanding flexibility in terms of rewards, working time, and work location. We'll discuss:

  • The concept of flexible resources, with focus on types of flexible resources, legal conditions, and points of attention.
  • The flexibilities that companies have to change their resources' function, location, and working time in order to meet changing demands.

Learn more to get practical ideas on how to shape the workforce of the future.

Non-performing loan (NPL) transactions in Europe: Key legal and financial aspects

Dbrief Legal

27 September 2017

Host: Andrei Burz Pinzaru

Presenters: Andrei Burz Pinzaru, Guerino Cipriano, Ingrid Dubordieu, Ignacio Echenagusia, Albrecht Kindler, and Will Newton

A number of banks in Europe are still experiencing high levels of non-performing loans (NPLs). These NPL levels have a negative impact on bank lending, internal resources, and capital constraints of a bank. The last two years we have seen a flurry of political and supervisory activities focused on tackling the overhang on NPLs in the European market which have led in disposals of loan portfolios by many banks. According to the "Transparency Exercise" of the European Banking Authority just over Euro 1 trillion of NPLs are still on bank's books in the Eurozone. We will give an overview about regulatory and political initiatives and discuss this with a focus on transaction specifics in Central Europe, Spain, Germany, Luxembourg, and Italy:

  • Deleveraging the European banking sector: outline of current regulatory and political initiatives.
  • Key legal issues in NPL transfer documentation in Central Europe.
  • Legal features of NPL acquisitions in Spain.
  • Legal due diligence in NPL deals in Germany: main aspects to be considered.
  • Structuring the acquisition: using Luxembourg securitization vehicles in NPL acquisitions.
  • Structuring NPL deals to maximize value extraction from an Italian perspective.

Enhance your understanding of the specific features and legal issues of NPLs in various key European countries that may impact your company.

Restrictive covenants and competition clauses in European employment contracts: A hindrance or protection?

Dbrief Legal

21 June 2017

Host: Fernando Bazan

Presenters: Petter Schjelderup, Tim Spellmann, and Eleanor Welch

Restrictive covenants are one of the only limitations on the freedom to provide services to workers. In order to keep such clauses valid and applicable, it is necessary to comply with a series of relevant legal requirements that may vary according to the jurisdiction in question. The difference between the validity or invalidity of a clause may be motivated by failure to comply with a statutory requirement. We will analyze the content of the restrictive covenants with special attention in the followings:

  • Analysis of the legal requirements.
  • Maximum terms.
  • Compensation requirements.
  • Types of restrictive covenants.
  • Application of the restrictive covenants in the different jurisdictions.

Learn and benefit from the experts to get practical ideas for employers dealing with restrictive covenants issues across a number of countries.

Global regulatory crisis management: New trends and future best practices

Dbrief Legal

24 May 2017

Host: Alex Schemmel

Presenters: Andrei Burz-Pinzaru, Joana Pereira Dias, Frank O'Toole, and Alex Schemmel

The regulatory framework for corporations and corporate executives is becoming more and more complex. With liability expanding from direct involvement in regulatory violations or criminal activities to indirect or circumstantial "complicity", there is an increasing tendency for regulatory authorities to not only focus on business entities, but also on "targeting" corporate executives. Business-driven integrity is what makes legally compliant behavior on the part of the company's management bodies and employees possible. While prohibition-driven compliance programs serve the purpose of avoiding punishment and are therefore often viewed as a hindrance or a cost center, the business-driven integrity approach aims at adding value and therefore, at achieving a competitive advantage. Which are the key elements of business-driven integrity and how can they support an effective regulatory crisis management? We'll discuss:

  • Introduction – the need for international risk management.
  • An integrated approach – managing "dawn raid" situations and internal investigations.
  • Market abuse: new European legislation and the need for compliance programs.
  • Fraud: an international perspective.

Hear from the inter-disciplinary team of experts about new trends and future best practices to have a better understanding of how to truly manage regulatory crisis situations, and thus minimize liability risks for corporate entities and executives.

Posted Workers Directive: New employers’ obligations across Europe

Dbrief Legal

29 March 2017

Host: Filip Van Overmeiren

Presenters: Ivana Azzollini, Sashil Durve, Pablo Santos Fita, and Marcin Sekowski

Directive 2014/67/EU is implemented in several European countries and will have high impact on companies’ international mobility plans and procedures across Europe. We will cover the main attention points with a special focus on the legal environment in targeted countries (Italy, Poland, Spain, The Netherlands, etc.):

  • Local labour conditions to be applied to seconded employees.
  • New secondment declarations / notifications.
  • New compliance requirements (social documents, contact person, etc.) and liability mechanisms.
  • Employers’ sanctions for non-compliance.

Gain insights from the experts and have a better understanding of your new liabilities as sending employer.

Brexit from the Legal perspective: Are you ready?

Dbrief Legal

21 March 2017

Host: Andreas Jentgens

Presenters: Cloe Barnils, Kim Chatterley, and Julia Sierig

Brexit will have a huge impact on a number of very important aspects of doing business within or with the UK. Strategic decisions need to be made by international businesses and organizations on how they should respond to the changing environment. Legal questions are at the core of the strategic implications and practical implications. What legal areas are impacted by the UK leaving the EU? How can companies prepare for “Brexit” turning into a reality? What challenges lie ahead? Have you identified and covered the risks and unlocked the opportunities that might arise? This Dbriefs will make “Brexit” tangible for you, by highlighting the following points:

  • Different scenarios for Brexit: What would a “hard” Brexit look like? Will the UK end up in a trade position (with the EU) like Norway or Canada?
  • Legal implications, for example:

- What consequences will Brexit have on certain legal forms or cross-border reorganizations?

- What restrictions on the free movement of workers are to be expected and how can multinationals prepare?

- Will the UK be a “third country” with regard to personal data and data protection?

  • Possible responses and implementation.

Gain insights on these issues and be prepared for the upcoming challenges.

Intercompany Contracts: BEPS and the increased importance of contractual documentation

Dbrief Legal

15 February 2017

Host: Willem Henckens

Presenters: Dulce Miranda, Richard Schmidtke, and Stefan Wilke

Following the publication of the final OECD Reports regarding BEPS Action 8-10 (Aligning Transfer Pricing Outcomes with Value Creation) and Action 13 (Transfer Pricing Documentation and Country-by-Country Reporting), intercompany contracts between related parties (IC Contracts) are the starting point of a transfer pricing analysis. However, IC Contracts can be ignored for transfer pricing purposes to the extent that they are not aligned with the conduct of the parties. We'll discuss:

  • The increased importance of IC Contracts in accordance with BEPS and its local implementation in various countries.
  • The urgent need for care and attention to the proper IC Contract drafting.
  • How the introduction of technology solutions can support the IC Contract creation and management.

Gain insights from experts and have a better understanding of the increasing importance of contractual documentation in the light of BEPS.

General terms and conditions in the digital era / 4.0

Dbrief Legal

15 December 2016

Host: Muriel Feraud-Courtin

Presenters: Joanna Dudek, Francesco Mirarchi, and Torsten Schmitz

Small print (general terms and conditions, "GT&C") has become more important for the 4.0 industry. While products and services are digitalized, the corresponding contracts are concluded in an automated way. The use of GT&C involves not only standard legal issues ("all-time favorites") but also innovative fields of application with new legal impact. Furthermore, country specifics need to be regarded before the background of the digital challenge. We'll discuss:

  • Incorporation of GT&C in supply agreements (Rome-I Regulation, Battle of the Forms, E-Commerce) – Germany.
  • Application of "old-fashioned" rules to the new digital environment – Italy.
  • GT&C for on-line sales with specific mentions – France.
  • Digital industry and new legal forms of entering into contractual relations – Poland.

Gain insights from the experts and understand the impact for your business and the need for change.

Control of executive remuneration by shareholders: Where are we today and what’s next?

Dbrief Legal

30 November 2016

Host: Antoine Larcena

Presenters: Anne-Sophie Blouin, Manuel Fernandez Condearena, and Alberto Gallarati

Executive remuneration has made the headlines in a number of countries over the past few years and further legislation may be under way in France and the UK where annual binding vote is now being considered. What do these trends mean for other European companies and their executives? With a special focus on the UK, France, Italy, and Spain, and comparison with other Northern-European countries, we’ll discuss:

  • Trends related to executive officers’ salary regulations.
  • The rights of the general shareholders’ meeting to obtain information on executives’ remunerations and to approve such remunerations.
  • Regulations on various types of companies including SMEs, listed companies, etc.
  • The UK has had an advisory vote on executive annual remuneration for nearly fifteen years and a binding vote on policy since 2013. We will discuss the impact so far and what other European countries may want to consider ahead of the implementation of the European Shareholders Rights directive which will give shareholders a say on pay in a way similar to the UK’s.

Learn from our experts on the constraints and good practices concerning executive officers remunerations in Europe.

EU General Data Protection Regulation: New challenges and opportunities

Dbrief Legal

22 September 2016

Host: Annika Sponselee

Presenters: Dr. Söntje Julia Hilberg, Dr. Sebastian Leder

After more than four years of debates throughout Europe, the EU Parliament finally passed the EU General Data Protection Regulation (GDPR) in April 2016. Beginning on 25 May 2018, the unified rules apply throughout the EU and introduce some material changes. Companies face additional requirements and severe penalties for non-compliance. Therefore, it is more important than ever to focus on the establishment of effective data protection measures. But this often called “burden” caused by the new regulation is only part of the story, there is more to be told about it. So far, many companies still hesitate to use their data in the best way for their business, i.e., to invest in new data-driven business models. One of the reasons often mentioned is the difficulty to evaluate and control the risks. The GDPR might change that in the future as it follows a risk-based and technical approach. Methodologies such as standardization and certification, as well as modern concepts, like “privacy by design” and “privacy by default”, will help mitigate risks. Therefore, the GDPR can also be seen as an “enabler” and as an opportunity to develop new strategies to optimize the use of data. We’ll discuss:

  • Main changes under the GDPR and “checklist to comply” – how you get ready for May 2018.
  • New business opportunities and “roadmap” – how you analyze and structure your potential.
  • Future prospects (Analytics show case) – how you might use your data in the future.

Hear from a team of experts to have a better understanding of the impact that the GDPR will have on the use of data in your businesses.

Collective dismissals in Europe: Legal and practical issues

Dbrief Legal

16 September 2016

Host: Stijn Demeestere

Presenters: Ivana Azzollini, Eric Guillemet, Klaus Heeke, and Pablo Santos Fita

Multinationals have recently been reshaping their business model or legal structure to increase efficiency, to reduce costs, or sometimes for tax reasons. Some of these changes may have a significant impact on personnel and involve relocations, or even collective dismissals and/or closures. With a special focus on Belgium, France, Germany, Italy, and Spain, we’ll discuss:

  • Threshold for a collective dismissal.
  • Subsequent phases of the collective dismissal procedure.
  • Best practices to plan a reorganization.
  • How to avoid the typical pitfalls during the information and consultation procedure.
  • Is the social plan always needed? What are the main components?
  • Points of attention when implementing the reorganization.

Gain insights from the experts and have a better understanding of collective dismissals and its impact.

Exit Provisions in M&A Transactions

Dbrief Legal

8 June 2016

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.

Drafting Intercompany Agreements on Intangibles in the BEPS Environment: From a Legal Perspective

Dbrief Legal

19 May 2016

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.

Cross-Border Relocation of Companies within the EU: A Chance for Your Company? – Opportunities, Challenges and Potential Pitfalls

Dbrief Legal

11 May 2016

Host: Felix Felleisen

Presenters: Nikki Borgman, 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.

Workforce-on-Demand: A New Era for Employment?

Dbrief Legal

12 April 2016

Host: Nicolaas Vermandel

Presenters: Fernando Bazan, Gijs Celis, Sashil Durve, Boris Emmerig, and Liesbeth Van Malderghem

Employment patterns have changed considerably over the past decade. Based on studies conducted by the International Labour Office of the UN, full-time, stable employment contracts represent less than one in four jobs and that fraction is falling. The standard employment model is less and less dominant. New technology and changes in the way enterprises organise production are key factors behind the shift in employment relationships and the spread of new forms of work. It may therefore not come as a surprise that the Deloitte Global Human Capital Trends 2015 survey also indicate that global HR managers regard workforce-on-demand as a key trend and priority. In view of these, legal and tax experts as well as HR consultants of Deloitte will address the following topics:

  • Workforce-on-demand – drivers, trends, and challenges.
  • Strategic elements such as work force planning, talent and engagement management, etc.
  • Legal and tax boundaries in Europe.
  • Governance structure, e.g., how to align HR, procurement, and business.
  • Quid recruitment, management, etc. – how to reward? Quid about performance management?
  • New forms of collaboration – crowdsourcing, virtual free lancers, etc.

Gain insights from the experts and understand how your company may manage these new trend and priorities.

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