Event Overview

The Corporate and M&A Commission and the Tax Law Commission are delighted to invite you to a joint Winter Seminar 2025 in the heart of the spectacular Alps.

Silvretta Montafon is one of the largest ski resorts in Austria offering a huge range of opportunities for winter sport enthusiasts. While freestyle skiing in that ski resort is an exceptional experience, we will bridge the gap between M&A and tax professionals at our joint Winter Seminar to avoid freestyle in tax-related aspects of M&A transactions.

The seminar aims to consolidate the knowledge of M&A and tax professionals by providing a platform for fruitful discussions on the intricacies of each domain. The academic programme of the seminar will provide participants with an in-depth understanding of renowned tax-related aspects of M&A transactions. We will discuss topics such as tax risk allocation, pre- and post-closing (tax) structuring, the role of VAT and indirect taxes, tax reporting and compliance obligations as well as alignment of management and employees through incentives plans. The carefully curated agenda, consisting of panels and real-life case studies, aims to enhance the practical application of knowledge, equipping participants with the tools needed to navigate the complex landscape of tax due diligence, structuring, and employee incentives in M&A transactions.

Distinguished speakers will lead insightful sessions, covering the nuanced mechanisms necessary for the seamless execution of deals with a focus on tax-related aspects. Attendees will not only gain a profound understanding of strategic approaches to structuring and employee incentives, but will also acquire practical insights into the techniques essential for successful transactions.

The OC will bring you as close as possible to the marvelous Austrian part of the Alps and will arrange for a remarkable social programme Including skiing (as well as other fun winter sport activities), local experiences, après ski and party. Our goal is to let our participants benefit from a top-notch academic programme and to create a feel-good atmosphere throughout the entire seminar allowing for unforgettable memories. Be part of this unique and fun experience!

AIJA Commissions involved
  • Corporate and M&A
  • Tax Law

Programme

18:00

More information will soon be shared

09:00 - 09:30

09:30 - 10:45


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.
11:15 - 12:00


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 utilization of loss carry-forwards, the establishment of tax groups and the do’s and don’ts of (re)structurings and (re)financing.
20:00

Information will soon be shared

09:00 - 09:45


The first panel on Friday dives 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.
09:45 - 10:45


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.
11:15 - 12:00


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.
20:00

Information will soon be shared

09:00 - 10:00


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.
10:30 - 11:30


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.
11:30 - 11:45

15:00

Information will soon be shared

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.

Scholarships

If you are a lawyer under 35 years old and meet the requirements, apply to our Scholarship Programme for this event. You can check more details here.

Organising Committee

David JANDRASITS
David JANDRASITS Schwärzler Attorneys at Law (LIECHTENSTEIN)
Anton JOHANS
Anton JOHANS Avance Attorneys Ltd (FINLAND)
Inga RAU
Inga RAU KLEINER Rechtsanwälte Partnerschaftsgesellschaft mbB (GERMANY)
Philip ROSENAUER
Philip ROSENAUER PHH Rechtsanwält:innen GmbH (AUSTRIA)
Peter VAN VELTHOVEN
Peter VAN VELTHOVEN Dentons Europe LLP (NETHERLANDS)
Salome WIESER
Salome WIESER Ruoss Vögele Partner (SWITZERLAND)

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.

Become a sponsor More about sponsorship

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