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Post M&A Disputes – when the deal becomes the target

The Corporate / M&A and the International Arbitration Commissions are delighted to invite you to the joint M&A and Arbitration Winter Seminar 2023 in the center of the marvelous Alps in Davos, Switzerland.

Davos is not only famous as the location of  Thomas Mann's renowned novel "The Magic Mountain", but also for its exceptional nightlife. It will provide a beautiful – and conveniently located ­– backdrop for both the academic and the social programme of the 2023 Winter Seminar.  

Join us and profit from an interdisciplinary academic programme. The seminar provides you with the unique opportunity to look at M&A contracts and M&A disputes from the perspective of both corporate and dispute resolution lawyers. The expertise of these two fields of practice will allow us to examine which M&A contract clauses work best, to avoid pitfalls and benefit from sample clauses drafted during the seminar. Furthermore, participants will have the chance to also improve their soft skills.

We aim to bring you as close as possible to and even up the mountains during the event. This year’s organising committee has put together a social programme that features all the fun activities you'd expect during an exceptional stay in the Swiss mountains, including skiing (no skiing skills required, although there will be plenty of opportunity to ski!), Swiss cheese fondue, night sledging, après ski and a party at Davos' famous Club Pöstli.

Moreover, for those who want to extend their stay until Sunday, the organising committee has set up an optional, exclusive event on the mountains on Saturday evening.

Save the date to make sure you take part in this unique and fun experience!

AIJA Commissions involved
  • Corporate and M&A
  • International Arbitration

Programme

M&A Track

16:00 - 18:00

18:00 - 20:00

20:00

(in small groups, several restaurants, payable onsite)

07:30 - 08:15

08:15 - 08:25

08:25 - 08:30

08:30 - 08:50

08:50 - 10:05


Testing Midnight Clauses
  • What are the factors driving the choice of dispute resolution clauses in M&A transactions?
  • Limits and arbitrability of M&A transactions?
  • Which dispute resolution clause suites best for specific types of corporate/post-M&A disputes?
  • Are there specific preferences of sellers & purchasers?
  • Driving factors for the choice of place of dispute resolution?
  • Insights of M&A lawyers regarding the drafting process.

Moderator:
  • Tanja Schasfoort, Stek Advocaten, Netherlands
Speakers:
  • Christian Ritschka, DORDA, Austria
  • Robin Moser, Loyens & Loeff, Switzerland
  • Anja Vogt, Niederer Kraft Frey, Switzerland
10:05 - 10:35

10:35 - 11:50


Price mechanism
How to minimize litigation risk
  • Price adaption clauses / earn out clauses / determination of earn out (expert determination vs. arbitration).
  • How to protect your client and avoid pitfalls.
  • Seller vs purchaser perspective.
  • Examples from practice (seller and purchaser side).
Moderator:
  • Annika Brandt, Lindahl, Sweden
Speakers:
  • Philippe Seiler, Bär & Karrer AG, Switzerland
  • Daphne van Boxtel, 9Corporate, Netherlands
  • Lukas Rusch, Pestalozzi Attorneys at Law Ltd, Switzerland
11:50 - 12:20

  • Dr. Felix Ehrat, Switzerland

M&A flurry and drought – a story which is here to stay
  • The State of Affairs – an Overview
  • Why is M&A good and why is it (mostly) value destructive?
  • The value chain of M&A transactions and where the lawyer can help
  • Post M&A-disputes – can they be avoided?
  • Which lawyer gets the deal?
12:20 - 13:15

13:15 - 17:30

14:00 - 16:00

18:30 - 19:00

  • The sledges are transported to the mountain top by the participants themselves on the Schatzalp funicular.
  • The sledges can be parked in front of the restaurant/hotel during dinner.
  • The curves of the toboggan run are lit until 11 pm.
  • Sledging is at your own risk, insurance is the responsibility of the participants.



19:30 - 22:00

22:00 - 23:00

Please note that sledging down to Davos has been cancelled due to the snow conditions. Slops are allowed until 16:00 and the last run for sledging is at 15:30

08:15 - 09:30

09:30 - 10:30


Critical issues in the governance of JV companies
How to avoid and get out of dead lock situations

M&A Ɩ How to avoid
  • Shareholder rights and obligations and critical issues
  • Examples from practice
  • Unlocking deadlock mechanisms (50:50 situations)
  • Texas shootout
  • Mediation
  • How to start/establish a promising mediation mechanism for deadlock situations?
Moderator:
  • Judith Hasler, Ospelt & Partner Attorneys at Law Ltd, Liechtenstein
Speakers:
  • Andreas Müller, Homburger AG, Switzerland
  • Jean-Bernard Spinoit, Elvinger Hoss Prussen, Luxemburg
  • Matteo Vernizzi, SAT Studio Legale, Italy
10:30 - 11:00

11:00 - 12:00


Limiting and insurance of exposure

M&A Ɩ "pre"

  1. Limitation and indemnification clauses
  2. Dealing with third party claims
  3. Typical causes for disputes in M&A transactions (from an economic/accounting perspective)
  4. Challenges of damage valuations in M&A disputes
  5. W&I insurance in the current M&A market
Moderator:
  • Roman Graf, Lenz & Staehelin, Switzerland
Speakers:
  • Roman Gültlinger, FTI Consulting, Germany
  • Ragnar Gundersen Koffeld, Haavind, Norway
12:00 - 13:00

13:15 - 17:30

19:30 - 02:00


19:30 - 22:00 Dinner at Pöstli Gril
22:00 - 02:00 After Party at Pöstli Club

07:45 - 08:30

08:30 - 10:00


Critical issues in SPA negotiations
  • Insights of M&A lawyers
  • Negotiation Training

Coached by Dr. Hansjörg Schwartz with the support of Christopher Jünger, Wolf Theiss, Austria and Christoffer Mangelus, Advokatfirman Delphi i Göteborg KB, Sweden.
10:00 - 10:30

10:30 - 11:45


Critical issues in SPA negotiations
  • Insights of M&A lawyers
  • Negotiation Training

Coached by Dr. Hansjörg Schwartz with the support of Christopher Jünger, Wolf Theiss, Austria and Christoffer Mangelus, Advokatfirman Delphi i Göteborg KB, Sweden.
11:45 - 12:15

12:15 - 13:15

13:15 - 15:00

16:00 - 22:00


(DJ & Cocktails & Transportation included)
Arbitration Track

16:00 - 18:00

18:00 - 20:00

20:00

(in small groups, several restaurants, payable onsite)

07:30 - 08:15

08:15 - 08:25

08:25 - 08:30

08:30 - 08:50

08:50 - 10:05


Testing Midnight Clauses
  • What are the factors driving the choice of dispute resolution clauses in M&A transactions?
  • Limits and arbitrability of M&A transactions?
  • Which dispute resolution clause suites best for specific types of corporate/post-M&A disputes?
  • Are there specific preferences of sellers & purchasers?
  • Driving factors for the choice of place of dispute resolution?
  • Insights of M&A lawyers regarding the drafting process.

Moderator:
  • Tanja Schasfoort, Stek Advocaten, Netherlands
Speakers:
  • Christian Ritscha, DORDA, Austria
  • Robin Moser, Loyens & Loeff, Switzerland
  • Anja Vogt, Niederer Kraft Frey, Switzerland
10:05 - 10:35

10:35 - 11:50


Price mechanism
How to minimize litigation risk
  • Price adaption clauses / earn out clauses / determination of earn out (expert determination vs. arbitration).
  • How to protect your client and avoid pitfalls.
  • Seller vs purchaser perspective.
  • Examples from practice (seller and purchaser side).
Moderator:
  • Annika Brandt, Lindahl, Sweden
Speakers:
  • Philippe Seiler, Bär & Karrer AG, Switzerland
  • Daphne van Boxtel, 9Corporate, Netherlands
  • Lukas Rusch, Pestalozzi Attorneys at Law Ltd, Switzerland
11:50 - 12:20

  • Dr. Felix R. Ehrat, Switzerland

M&A flurry and drought – a never ending story
  • The State of Affairs – an Overview
  • Why is M&A good and why is it (mostly) value destructive?
  • The value chain of M&A transactions and where the lawyer can help
  • Post M&A-disputes – can they be avoided?
  • Which lawyer gets the deal?
12:20 - 13:15

13:15 - 17:30

14:00 - 16:00

18:30 - 19:00

  • The sledges are transported to the mountain top by the participants themselves on the Schatzalp funicular.
  • The sledges can be parked in front of the restaurant/hotel during dinner.
  • The curves of the toboggan run are lit until 11 pm.
  • Sledging is at your own risk, insurance is the responsibility of the participants.

19:30 - 22:00

22:00 - 23:00

Please note that sledging down to Davos has been cancelled due to the snow conditions. Slops are allowed until 16:00 and the last run for sledging is at 15:30

08:15 - 09:30

09:30 - 10:30


Critical issues in the governance of JV companies
How to avoid and get out of dead lock situations

Arbitration Ɩ How to solve
  • Shareholder rights and arbitrability of shareholders rights
  • Examples from practice
  • Unlocking deadlock mechanisms (50:50 situations)
  • Texas shootout
  • Mediation
  • How to start/establish a promising mediation mechanism for deadlock situations?
Moderator:
  • Eline Verelst, Laurius, Belgium
Speakers:
  • Eleni Skoufari, Zepos & Yannopoulos, Greece
  • Sophie Püschel-Arnold, Walder Wyss Attorneys at Law, Switzerland
10:30 - 11:00

11:00 - 12:00


Limiting and insurance of exposure

Arbitration Ɩ "post"
  1. Indemnify and hold harmless clauses in interaction with limitation clauses:
    1. Are you sure you are covered?
    2. Avoiding surprises when a dispute arises – case study based on actual arbitration proceedings

  2. Third Party Funding:
    1. Want to get covered later on?
    2. What to know from an arbitration/M&A lawyer's perspective to make your case/contract fit for funding.
Moderator:
  • Jens Stadtmüller, Stadtmüller Dispute Consulting ,Germany
Speakers:
  • Alice Fremuth-Wolf, Nivalion, Austria
  • Natalia Kabacińska, WKB, Poland
12:00 - 13:00

13:15 - 17:30

19:30 - 02:00


19:30 - 22:00 Dinner at Pöstli Gril
22:00 - 02:00 After Party at Pöstli Club

07:45 - 08:30

08:30 - 10:00


Critical issues in SPA negotiations
  • Insights of M&A lawyers
  • Negotiation Training

Coached by Dr. Hansjörg Schwartz with the support of Christopher Jünger, Wolf Theiss, Austria and Christoffer Mangelus, Advokatfirman Delphi i Göteborg KB, Sweden.
10:00 - 10:30

10:30 - 11:45


Critical issues in SPA negotiations
  • Insights of M&A lawyers
  • Negotiation Training

Coached by Dr. Hansjörg Schwartz with the support of Christopher Jünger, Wolf Theiss, Austria and Christoffer Mangelus, Advokatfirman Delphi i Göteborg KB, Sweden.
11:45 - 12:15

12:15 - 13:15

13:15 - 15:00

16:00 - 22:00


(DJ & Cocktails & Transportation included)

Fees & General Info

There are currently no registration fees available.

General terms and conditions

By registering you have to accept the general terms and conditions and accept that your registration is considered binding immediately, but participation to the event is possible only after full payment of the registration fee.

Please note that any arrangements related to the participation of the participant in an AIJA event, including but not limited to booking or cancellation of accommodation or flights, as well as respecting the cancellation deadlines indicated in the general terms and conditions, are the sole responsibility of the participant. AIJA shall not be held liable for any expenses the participant may suffer as the result of participant’s failure to comply with his/her obligations.

It is recommended for each participant to purchase a cancellation and travel insurance.

Please note that in-house counsel registrations are subject to review and confirmation by AIJA. AIJA considers in-house counsel professionals who hold a university degree in law allowing access to a bar association and practicing law as an in-house counsel in private, public, or non-profit companies, institutions or organisations. Please note that in-house counsel who are at the same time active as fee-earning lawyers or consultants are not eligible to the discounted in-house counsel fee.

Please read the general terms and conditions applicable for AIJA events.

Practical Information

Accommodation

The seminar will be taking place at the Morosani Hotels Davos and we have negotiated special rates for the participants of the seminar:

Room type Single Occupancy Double Occupancy
Standard room 210 CHF 350 CHF

 

Above rates are:

  • Per room and per night basis
  • Inclusive of buffet breakfast, free access to the hotel spa and fitness, free parking, free wifi
  • Inclusive of transfer to and from the train station Davos Platz and the Davos Guest Card (free public transportation in Davos)
  • Exclusive of Visitor's Tax of 5,90 CHF per person per night

To book your accommodation, send an email to reservations@morosani.ch and mention the code AIJA.

Please note that rooms will be allocated on a first come first served basis according to availability and that we have the special rates until 25 November 2022.

 

How to get there?

Organising Committee

Cinzia CATELLI Bär & Karrer AG (SWITZERLAND)
Martina EDLINGER WOLF THEISS Rechtsanwälte GmbH & Co KG (AUSTRIA)
Michael EITLE Scope Law AG (SWITZERLAND)
Philip EXENBERGER DORDA Rechtsanwälte GmbH (AUSTRIA)
Romain FRANZETTI BerryLaw (FRANCE)
Michelle LINDHOLM Pestalozzi Attorneys at Law Ltd (SWITZERLAND)
Philip ROSENAUER PHH Rechtsanwält:innen GmbH (AUSTRIA)

Sponsors


Become a sponsor

Partnership with AIJA as a sponsor provides the best networking opportunities in a relaxed business environment.
If you have any questions, contact us on ‘Become a sponsor’ and check for more opportunities.

Personal Protection

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Your data will be managed by AIJA's General Services, Events and Accounts Section:

  • For the purpose of administering your registration for the event and your on-site access to the event;
  • In order to pay for the selected services - your bank details will be deleted after receipt of your payment;
  • In order to communicate information messages from AIJA.

To the extent necessary for the execution of their respective tasks, our subcontractors in charge of our seminar organisation, our IT infrastructure, our management, the production and maintenance of our website and extranet, are likely to gain access to your data from time to time. Their servers are located in the European Union.

Data relating to your participation in the event shall be stored for a period of 10 years. We are obliged to archive billing data until the end of the period required for our tax and accounting obligations, i.e. for 7 full tax years.

We shall store your contact information to keep you informed until you ask us to stop. You have the right to access your data and have it corrected if necessary.