M&A virtual summer seminar | What’s the price? And how would you like to pay: In cash, in kind, in crypto?

Online, Belgium

18 June 2020 - 19 June 2020

Thursday 18 June 2020

12:30 » 13:15 Structuring your purchase price and payment mechanisms
Price is usually the most important element in any corporate sale or acquisition. This session will give an overview of the most common ways of structuring the purchase price on a share purchase including types of consideration (cash, share issue, loans notes), times of payment (completion, installments, deferred consideration) and methods used to calculate the final consideration payable (Fixed Purchase Price, Completion Accounts, Locked Box, etc).

Rainer Kaspar, PHH Rechtsanwälte , Austria

Roberta Draper, Kingsley Napley LLP, United Kingdom
Jakob Marcel, Schellenberg Wittmer, Switzerland
Gianluca Albe, A & A Studio Legale, Italy
Yuriy Nechayev, Avellum, Ukraine
14:00 » 14:45 Cryptocurrency transactions as purchase price payment and blockchain technology in the M&A process
Blockchain technology has multiple roles to play in the M&A process. Indeed, cryptocurrency can be used as a form of payment or may make up some of an acquired company’s assets. In addition, smart contracts using cryptocurrency may reduce inefficiencies in the transfer of funds or equity.

Panelists will discuss special considerations when paying with cryptocurrency—including how to navigate AML restrictions, tackle volatility, and make use of cold wallet, smart escrow, and other smart contract solutions—as well as the impact of varying cryptocurrency regulations on cross-border transactions. 

James Blakemore

Milena Prisco, CBA, Italy 
Michael Eitle, Blum&Grob, Switzerland
Thomas Kulnigg, Schoenherr Attorneys-at-Law, Austria
Dr. Timo Bernau, Partner, GSK Stockmann, Germany
Thomas Nägele, NÄGELE Attorneys at Law LLC, Lietchtenstein
16:30 » 17:15 "Give me my money back" – Obstacles after termination of a signed/closed deal
Why do many large transactions fail to cross the finish line?  During this session, you will get a succinct overview on the range of reasons why deals are being cancelled. You will also have the keys to identify the core principles to attempt pursuing transactions on a more systematically manner. The panel will also present the latest input on termination rights and consequences thereto. Finally, the panel will give a synopsis on the typical mistakes made and key lessons from M&A transactions to avoid when facing these obstacles.

Pablo Vinageras, Garrigues, Spain

Alexandra Ologu, Monolit Legal & Tax, Romania
Harald Reitze, Rödl & Partner, Germany
Miklós Klenanc, PriceWaterhouseCoopers, Hungary

Friday 19 June 2020

11:00 » 11:45 Rolling the dice? Equity roll-overs uncovered
On the basis of a series of case studies, this panel will address the pros and cons of equity roll-overs in various scenarios (from a minority stake roll-over to a control stake), including from a financing and risk-allocation perspective. We will discuss transaction mechanics and corporate and other deliverables for closing in the cases we want to discuss as well as anti-dilution aspects and other shareholder rights to be considered.
The panel will also address whether requests for equity roll-overs have increased in the current COVID-19 crisis to mitigate the risk of gaps in due diligence and the solidity of the business.

Christian Sauer, BCLP, France
Andreas Müller, Homburger, Switzerland
Anna Kratiuk, SKS Legal, Poland
Vittoria Deregibus, Pedersoli, Italy
Marie Bates, Farrer & Co, United Kingdom
14:00 » 14:45 Cash is king and leverage is everything – Leveraged transactions unraveled
Is cash king? When is it used? Why bringing in debt? The webinar will, with the help of the participants, explore this infamous debate. One thing that is sure is leveraging your investment potentially leads to higher returns. Are there other alternatives to cash?
The session will provide practical and theoretical insight and help you understand what leveraging means in M&A deals and how it can and should be handled.
Further, it will cast light on current trends in financing and M&A deals – all seasoned with war stories and the experience drawn from the speakers' active involvement in numerous deals of the last decade – in both good and bad times.

David Frølich, TGB Law, Denmark

Bethan Waters, Farrer & Co, United Kingdom
Jeroen Mues, Van Olmen & Wynant, Belgium
Roman Graf, Lenz & Staehelin, Switzerland