Joint M&A and Tax Winter Seminar 2025 - Slippery Slope: Taxation in M&A Transactions
Schruns, Austria
22 January 2025 - 25 January 2025
Wednesday 22 January 2025 | |
| 18:00 » 19:30 | Welcome reception at Löwen hotel |
| 19:30 | Optional dinner at Löwen hotel The dinner is not included in the registration fee and is payable in advance |
Thursday 23 January 2025 | |
| 08:30 | Opening of the registration desk |
| 09:00 » 09:30 | Welcome address by the AIJA President, the Commission Officers and the Organising Committee |
| 09:30 » 10:45 | Transaction structures of M&A deals The first session of the seminar sets the scene by providing an overview of different M&A transaction structures and their tax implications. The panelists will explore key drivers behind the structuring and financing choices in transactions and provide practical tips for documenting the agreed terms in terms sheets / letters of intent. Moderator: Tomasz Krzywański, KORDIA, Poland Speakers:
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| 10:45 » 11:15 | Coffee break |
| 11:15 » 12:00 | (Tax) Due Diligence During this panel we will dive into (tax) due diligence in M&A transactions. What are typical (tax) findings? And what may be discovered from balance sheets and loss & profit statements? The panel takes a practical view, including tips, best practices and where relevant a comparison between jurisdictions. Moderator: Marc Schamaun, MLL Legal, Switzerland Speakers:
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| 12:00 » 13:00 | Lunch |
| 15:00 » 17:00 | Optional curling activity Maximum capacity of 30 participants The activity is not included in the registration fee and is payable in advance |
| 19:30 | Dinner at Posthotel Taube |
Friday 24 January 2025 | |
| 08:00 | Opening of the registration desk |
| 08:30 » 09:00 | Commissions meetings |
| 09:00 » 09:45 | Understanding employee incentives in M&A transactions and their tax implications This panel will explore how management incentives play a crucial role in transactions and discuss their tax implications. The theory-focused panel will provide a comprehensive overview of topics concerning management roll-over and employee incentives, such as stock options, use of ‘penny shares’, and RSUs. After this panel, participants will be equipped with the theoretical knowledge to draft tax-efficient incentive plans, taking into account key differences between jurisdictions. Moderator: Judith Hasler, Ospelt & Partner, Liechtenstein Speakers:
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| 09:45 » 10:45 | Designing effective employee incentive plans in M&A transactions Now that we understand the role of employee incentives in M&A transactions and their tax implications, it is time for a more practical view. With case studies and/or an interactive panel, this session gives tangible substance to the designing of effective employee incentive plans in M&A transactions. Moderator: Jan Huniken, Graf von Westphalen, Germany Speakers:
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| 10:45 » 11:15 | Coffee break |
| 11:15 » 12:00 | W&I and tax risk insurance Is there such a thing as “clean exit” for the sellers? Instead of settling the risk allocation between the seller and buyer, the parties sometimes prefer to revert to an external party. After a quick introduction to the insurance product, the panelists will dive into frequently asked questions and current trends in the W&I market, including with respect to special (tax) coverage / specific tax risk insurance. Speakers:
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| 12:00 » 13:00 | Lunch |
| 13:00 » 16:00 | Optional toboggan activity Maximum capacity of 30 participants The activity is not included in the registration fee and is payable in advance |
| 20:00 | Dinner at Vinnova |
Saturday 25 January 2025 | |
| 08:30 | Opening of the registration desk |
| 09:00 » 10:00 | Risk allocation in the transaction documentation Once the due diligence has been conducted, the identified (tax) risks have to find their way into the transaction documentation. We are all familiar with the tax warranties and tax indemnities. But which are the “must haves”, and which are “nice to haves”? This panel discusses the most seen tax warranties and tax indemnities, as well as drafting tips and common pitfalls. Moderator: Raphael Valenta, KWR , Austria Speakers:
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| 10:00 » 10:30 | Coffee break |
| 10:30 » 11:30 | Post-closing integration: reportings and compliance obligations M&A transactions always cause numerous (tax) filings and (tax) compliance obligations. Often not the most exciting, nonetheless at least as important as the structuring and negotiations. The second panel discusses the various (tax) reportings, (tax) filing obligations and conduct arrangements, and also touches upon the most common post-closing integration matters, such as the utilisation of loss carry-forwards, the establishment of tax groups and the do’s and don’ts of (re)structurings and (re)financing. Moderator: Salome Wieser, Ruoss Vögele, Switzerland Speakers:
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| 11:30 » 11:45 | Concluding remarks from the OC |
| 11:45 » 13:00 | Lunch |
| 19:30 | Optional dinner at Löwen hotel The dinner is not included in the registration fee and is payable in advance |
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