The art of the deal? Liability begins when artistry fails: Criminal and civil liability in M&A transactions

Krakow

29 September 17:00 CEST - 01 October 2022 13:00 CEST

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Kraków, the historic capital city of Poland is one of the most dynamically developing cities in Europe. Many foreign investors are expanding their businesses through acquisitions in the Royal City. Business is booming. However, as always, risks and disputes can ensue. The M&A Commission and the Commercial Fraud Commission invite you to a joint seminar on the legal consequences of making false, incomplete or inaccurate representations and warranties in M&A contracts (share or assets deals).

We will discuss the legal claims that the buyer and the seller may bring to the table. Different jurisdictions offer various claims and remedies: compensation, termination of the agreement, price reduction based on the warranty regime etc. The litigators will share their post-closing dispute experiences and will discuss with the transactional lawyers the best practices in negotiation and drafting M&A contract clauses in view of possible future claims. A part of the seminar will be dedicated to litigation and arbitration proceedings as well as interim protective measures.

The commercial fraud panellists will discuss best practices for investigations during the due diligence audit. They will share their experiences on how buyers are protected by a proper investigation and how forensic tools may contribute to a high-quality audit and detect potential frauds, schemes and irregularities. Transactional lawyers will have a unique opportunity to learn from commercial fraud specialists, specifically about the most important aspects of the pre-signing stage from the criminal perspective. They will explore the criminal liability of natural persons making false or inaccurate representations and will present the criminal consequences for the companies of a breach of representations and warranties.

We will also discuss how innovative legal tech tools influence our practice and impact the professional secrecy and liability. See you in Kraków


AIJA Commissions

  • Commercial Fraud
  • Corporate and M&A

Event fees

+ VAT if applicable<= 2022-08-31> 2022-08-31<= 2022-09-20

AIJA Member < 352055,00  PLN 2522,00  PLN 2989,00  PLN
AIJA Member >= 352288,00  PLN 2755,00  PLN 3222,00  PLN
Non AIJA Member < 352522,00  PLN 2989,00  PLN 3456,00  PLN
Non AIJA Member >= 352755,00  PLN 3222,00  PLN 3689,00  PLN
Speaker2055,00  PLN 2522,00  PLN 2989,00  PLN
Local lawyers2055,00  PLN 2522,00  PLN 2989,00  PLN
In-House Counsel701,00  PLN 1051,00  PLN 1401,00  PLN

REGISTER NOW

Programme complet

The art of the deal? Liability begins when artistry fails: Criminal and civil liability in M&A transactions

Thursday 29 September 2022

16:00 » 17:00
Registrations at Hotel Stary
17:00 » 18:00
Welcome Cocktail at Hotel Stary
18:30
Optional Dinner
(in small groups, several restaurants, payable onsite)

Friday 30 September 2022

08:00 » 09:00
Registrations at Hotel Stary
09:00 » 09:15
Opening session
09:15 » 10:30
Improve your due diligence question list. Find out what is hidden – compliance and forensic perspective.

Moderator: Noémie Coutrot-Cieśliński, CC&C Avocats, France

Speakers:
  • Anna Kratiuk, WKB lawyers, Poland
  • Thomas Ricard, J.P. Karsenty & Associés, France
  • Sajai Singh, JSA Advocates & sollicitors, India
  • Marcin Klimczak, PwC, Poland
10:30 » 11:00
Coffeee break
11:00 » 12:30
Challenges related to creation and use of LegalTech, not only for due diligence purposes

Moderator:
Dominik Wagner, TIGGES Rechtsanwälte, Germany

Speakers:
  • Philip Rosenauer, PHH Rechtsanwälte, Austria
  • Orsolya Szabo, Invest CEE, Hungary
  • Iga Kurowska, Aktion Legal Partners, Spain
12:30 » 14:00
Lunch
14:00 » 15:15
Drafting and negotiating R&W and liability clauses

Moderator: Christoph Allmendinger, Schilling Zutt & Anschütz, Germany

Speakers:
  • Rene Male, Roschier Attorneys Ltd, Finland
  • Lukas Rusch, Pestalozzi Attorneys at law, Switzerland
  • Carolin van Straelen, AIG, Germany
15:15 » 15:45
Coffee break
15:45 » 17:00
Target's perspective. What is expected from directors of the Target and what directors of the Target expect in course of the transaction?

Moderator: Philippe Harles, Arendt, Luxembourg

Speakers:
  • Annika Brandt, Lindhal, Sweden,
  • Judith de Boer, Hertoghs advocaten, the Netherlands
  • Agnieszka Skowronek, Eurocash, Poland
  • Adrian Michalak, Medicover, Poland
19:00
Dinner at Szara Gęś
Address: Rynek Główny 17 31-008 Kraków

Saturday 01 October 2022

09:00 » 10:00
Registrations at Hotel Stary
10:00 » 11:15
Claims under the SPA, tort law and criminal law

Moderator: Agata Adamczyk, Adamczyk, Liber & Współpracownicy, Poland

Speakers:
  • Maximilian Lang, Schoenherr, Austria
  • Karin Graf, Visher, Switzerland,
  • Philippe Sylvestre, Brucher Thieltgen & Partners, Luxembourg
  • Andreas Pfister, Wessing & Partner, Germany
11:15 » 11:45
Coffee break
11:45 » 13:00
‘No Time to Die’: How to conduct an internal investigation and boost your fact-finding for effective prosecution and litigation relating to the breaches of R&W

Moderator: Katarzyna Randzio-Sajkowska, Sołtysiński Kawecki & Szlęzak, Poland

Speakers:
  • Edouard Kaiflin, Monfrini Bitton Klein, Switzerland
  • Angelika Ciastek-Zyska, PwC, Poland
13:00 » 14:00
Lunch
18:00
Optional Programme : Wieliczka Salt Mine - Visit to salt mine including Guided Tour & Transportation & Dinner & After Party
Address: Park Kingi 10, 32-020 Wieliczka


Sponsors


PLATINUM


SILVER


Informations pratiques

Accommodation

The seminar will be taking place at the Hotel Stary hotel and we have negotiated special rates for the participants of the seminar:

Room type Single rate per night
Standard room 720 PNL (approx 150€)

 

Above rates are exclusive of the breakfast (110 PNL)

To book your accommodation, please contact the hotel via email stary@hotel.com.pl or telephone: 0048 12 384 08 08 and use the following discount code: AIJA22

Please note that rooms will be allocated on a first come first served basis according to availability and that we have the special rate until 26 August 2022.

Currency

Please note that Poland has its national currency: Polish Zloty.
Euro is often accepted in bars and restaurants, but it is not the official payment currency and the applied f/x rates may vary.

If you wish to exchange your cash currency to Polish zloty we suggest that you use reliable exchange offices at the following streets nearby Hotel Stary:

Floriańska 37
Wiślna 4
Credit cards and banking apps payments are very widely accepted.

How to get to Kraków

Hotel Stary (seminar venue) is located at the heart of the historic city centre of Kraków, a few steps from the Main Square (Rynek Główny). To get to Kraków you may consider the following options:

  • By plane
    Kraków Balice Airport offers direct flights to many European cities as well as USA and Dubai.
    Of course, there is a number of flights from Warsaw to Kraków, so you can consider a transit flight through Warsaw (please check the Warsaw Airports information below – as there are two airports for Warsaw). Once you landed in Kraków, you can go to the venue by:
    • Train – it takes approx. a 20-minute ride to get to the Main Railway Station in Kraków (Kraków Główny) – the airport train station is directly at the Balice airport (a 2-minute walk from the Arrivals terminal). Cost of approx. EUR 3 is payable in cash or by credit card. The time schedule of trains is available here.
    • Bus – line 300 to bus stop Rondo Grunwaldzkie 02, then tramway lines no: 52 or 62 (tram stop Teatr Słowackiego), line 72 (Teatr Bagatela)
    • Taxi – available at the airport or upon a call:
      - Barbakan taxi company: +48 12 19661 or +48 12 1966.
      - Wawel taxi company: +48 12 266 66 66
      - Bolt, Uber

  • By train

    If you are coming from Warsaw, Vienna or Prague you may consider arriving to Kraków by train.  Kraków Główny station (Kraków Main Station) offers direct train connections and is located within a 20-minute walk from Hotel Stary.

    It takes ca. 2,5h (for the fastest trains) to go from Warsaw to Kraków Główny. Once you are in Kraków Główny, and the weather is pleasant, you may consider taking a 20-minute walk through the old and most famous district of Kraków.

    If you prefer to take a taxi, then your ride should start at: Pawia Street, in front of the retail commercial centre Galeria Krakowska.
     

  • From Warsaw Airports
    Warsaw is serviced by two airports: Chopin Airport (most of the flights) and Modlin Airport (Ryanair flights). If you are taking a transit flight through Warsaw please check if you land at Chopin Airport – otherwise, you will need ca. 40-70 minutes ride by taxi (or longer by train) between both Warsaw airports.
    • Chopin Airport
      Chopin Airport is located quite conveniently a few kilometres away from the Warsaw city centre. You can get from there quickly by train to Warszawa Zachodnia (Warsaw West Railway Station) where in turn you can get a quick and frequent train to Warsaw city centre or a train directly to Krakow.
      The easiest way to go to Warszawa Zachodnia (Warsaw West Railway Station) is to take the S2 line train from the airport (located under the airport). In 15 minutes, you will arrive in Warszawa Zachodnia (Warsaw West Railway Station). Tickets for the S2 line you can purchase in ticket machines at the station (then you need to validate them on board the train) or on the train.
      Tickets for trains from Warszawa Zachodnia (Warsaw West Railway Station) or from Warszawa Centralna (Warsaw Central Railway Station) to Kraków Main Station (Kraków Główny) can be bought either online (recommended option), for instance here, or at any of the Warsaw Railway Stations. The train ticket Warsaw-Krakow-Warsaw costs usually around EUR 80.
    • Warsaw Modlin Airport
      If you are travelling to Warsaw by Ryanair (or a few other airlines) you will land at Warsaw Modlin Airport. To get to the Warsaw City Center from there, Warsaw Central Railway Station or Chopin Airport, you can choose among the following options:

      • if you continue your trip from Warsaw to Kraków by aeroplane from Chopin Airport:
        • take a taxi (ca. EUR 40-50 and between 40 to 70 minutes depending on traffic)

          or more complicated and time-consuming ways:

        • take a bus from Warsaw Modlin Airport going to Warsaw West Railway Station, and then a train to Chopin Airport
        • take a shuttle bus from Modlin Airport to Modlin Railway Station and then a train to Warsaw West Railway Station and then a train to Chopin Airport.

      •  if you continue your trip from Warsaw to Kraków by train from Warsaw West Railway Station – take the taxi (ca. EUR 40-50) or, more complicated and time-consuming way – take the shuttle bus from Modlin Airport to Modlin Railway Station and then a train to Warsaw West Railway Station.

        If you find any difficulties in arranging for your transfer from Warsaw Modlin Airport please contact OC member, Krzysztof Pawlak.

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 read the general terms and conditions applicable for AIJA events.

Comité organisateur

Agata ADAMCZYK
Adamczyk, Liber & Współpracownicy (POLAND)

Nicolas HERREN
Pestalozzi Attorneys at Law Ltd (SWITZERLAND)

Krzysztof PAWLAK
Schoenherr Halwa sp.k. (POLAND)

Katarzyna RANDZIO-SAJKOWSKA
Sołtysiński Kawecki & Szlęzak Kancelaria Radców Prawnych i Adwokatów Spółka Jawna (POLAND)

Dominik WAGNER
TIGGES Rechtsanwälte (GERMANY)