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Dbriefs Legal

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Staying on top of all the legal issues for your day-to-day activities and corporate life events in many jurisdictions is a challenge, especially in this current environment. That's why Deloitte Legal launched Dbriefs, live webcasts, to help you gain insights on key legal trends and critical issues affecting your global business operations.

Corporate and M&A
Exit Provisions in M&A Transactions

8 June, 12:00 noon – 1:00 PM CEST (GMT +2)
Host: Piotr Sitarski
Presenters: Marcin Kozicki, Andrea Sciortino, and Dr. Michael von Rüden

Exit provisions in joint ventures or similar investment arrangements can be key and critical in the lifecycle of a joint investment, should certain events occur. There are many reasons why joint investment parties may wish to terminate their relationship: i) one party might want to sell its share to a third party; ii) the joint investment might have achieved its purpose; iii) the termination might be the result of a desired exit strategy (i.e., sale or IPO); or iv) one party might have severely breached the joint investment agreement or the parties ended up in a deadlock. Thoughtful and extensive exit mechanisms are therefore important and useful for all M&A participants, whether private equity and other financial investors, passive investors or minority shareholders. Unfortunately, it is common that parties neglect to adequately provide for exit clauses and yet this is often one of the main considerations. We’ll discuss:

  • Most common exit structures and rationales.
  • Reasons why one mechanism might be more appealing than another.
  • Practical examples and Hallmarks of Polish, German, and Italian case law.

Deloitte Legal’s experts will share views on how to best plan and implement exit strategies.

Archived Webcasts

Commercial Law
Drafting Intercompany Agreements on Intangibles in the BEPS Environment: From a Legal Perspective

19 May 2016
Host: Dulce Maria Miranda
Presenters: Richard Schmidtke, Maria Vidal, and Matthias Vierstraete

Action 8 of the OECD BEPS Action Plan aims to prevent base erosion and profit shifting by moving intangibles amongst group members. The final report addressing Action 8 imposes new compliance burdens on multinationals. What are the crucial legal aspects that you need to know to comply with the new requirements? We'll discuss:

  • Identification of intangibles and the drafting and reviewing of IP-related intercompany agreements.
  • Consideration of nature, objective, and territorial scope of the rights.
  • Explanation of the DEMPE concept as developed by the OECD for intercompany transfer pricing and its consequences on intercompany agreements.
  • Consistency between the contractual terms of the intercompany agreement and the actual conduct of the parties.

Hear from Deloitte's cross-border team of experts and the combined approach of IP Legal and Tax to have a better understanding of the impact on businesses for the management of intra-group IP-related agreements.

Corporate Law
Cross-Border Relocation of Companies within the EU: A Chance for Your Company? – Opportunities, Challenges and Potential Pitfalls

11 May 2016
Host: Felix Felleisen
Presenters: Nikki Borgman, Andreas Knijpenga, Sylvain Lesaffre, and Heike Richter

In addition to cross-border mergers, the transfer / relocation of the statutory seat of a company from one EU Member state to another whilst simultaneously changing the legal form of the entity into a legal form of the recipient EU Member state has become a viable reorganisation option within the EU for international groups of companies. Such relocation of limited liability companies within Europe is a consequence of the freedom of establishment and ECJ case law, potentially offering tax benefits in comparison to cross-border mergers or other options like asset transfers and cross-border accretions. It may be an alternative to a potentially burdensome liquidation and formation of a new company. We’ll discuss:

  • General possibility of relocation within the EU.
  • Opportunities, challenges and potential pitfalls.
  • Practical experience with successful recent relocations in Germany, the Netherlands, Luxembourg, and Switzerland.
  • Tax treatment and potential benefits associated with relocations – avoidance of transfer taxes and in particular avoidance of Real Estate Transfer Tax.

Gain insights from the Deloitte experts and have a better understanding of the opportunities offered by cross-border relocation.

Employment Law
Workforce-on-Demand: A New Era for Employment?

12 April 2016
Host: Nicolaas Vermandel
Presenters: Fernando Bazan, Sashil Durve, Boris Emmerig, and Liesbeth Van Malderghem

Employment patterns have changed considerably over the past decade. Based on studies conducted by the International Labour Office of the UN, full-time, stable employment contracts represent less than one in four jobs and that fraction is falling. The standard employment model is less and less dominant. New technology and changes in the way enterprises organise production are key factors behind the shift in employment relationships and the spread of new forms of work. It may therefore not come as a surprise that the Deloitte Global Human Capital Trends 2015 survey also indicate that global HR managers regard workforce-on-demand as a key trend and priority. In view of these, legal and tax experts as well as HR consultants of Deloitte will address the following topics:

  • Workforce-on-demand – drivers, trends, and challenges.
  • Strategic elements such as work force planning, talent and engagement management, etc.
  • Legal and tax boundaries in Europe.
  • Governance structure, e.g., how to align HR, procurement, and business.
  • Quid recruitment, management, etc. – how to reward? Quid about performance management?
  • New forms of collaboration – crowdsourcing, virtual free lancers, etc.

Gain insights from the Deloitte experts and understand how your company may manage these new trend and priorities.

Commercial Law
European Insolvency Law Reform: Be Ready for the Future!

22 March 2016
Host: Arnaud Pédron
Presenters: Santiago Hurtado and Zbigniew Korba

On 5 June 2015, the new Regulation 2015/848 of the European Parliament and of the Council of 20 May 2015 was published on insolvency proceedings, which follows the same structure and normative model as the previous version (Regulation 1346/2000). However, the new regulation introduces significant innovations, focuses on filling gaps and legal loopholes of the current regulation. Its provisions will apply to insolvency proceedings opened after 26 June 2017. We’ll discuss:

  • Overview and key changes of new Regulation.
  • Impact on cross-border insolvencies.
  • Complementary changes in domestic Insolvency Laws, i.e., France, Poland, and Spain.
  • Practical implications and challenges.

Gain valuable insights into this new Regulation and explore ways of addressing them.

Commercial Law
New EU Public Procurement Directive: Keeping up with the Changes

2 March 2016
Host: Kathleen De hornois
Presenters: Ole Magnus Karlsen and Alexis Treca

The relevance of the new EU public procurement directive is not limited to EU28 but impacts every company worldwide that sells goods or services to public organisations in the EU. What do you need to know about the implementation and the transposition of the directive that may affect your operations? We'll discuss:

  • The importance of the public procurement market in the EU.
  • What is included in the directive in terms of innovation, digitalisation, and flexibility.
  • The implementation timeframe and status in the different member states including Belgium, France, and Norway.
  • Comparison with the new EU Concessions Directive.

Gain insights from the Deloitte experts and understand the key changes and timeframe that may impact your company.

Commercial Law
News on EU Privacy Law: ECJ Safe Harbour Ruling and EU General Data Protection Regulation

17 February 2016
Host: Dulce Miranda
Presenters: Miroslava Kuklincova, Maria Vidal, and Stefan Wilke

The end of 2015 has brought and the beginning of 2016 will continue to bring across thrilling changes to data privacy and protection landscape of the EU. On 6 October 2015, the ruling of the European Court of Justice (ECJ) likewise an earthquake sent ripples through the global privacy community. In consequence, even the validity of the remaining vehicles for the legitimisation of personal data transfers to countries outside the EU / the EEA, i.e., EU Model Clauses and Binding Corporate Rules, are subject to review of the national data protection agencies and the Art. 29 Working Party. Further, at the beginning of 2016, the EU Data Protection Directive of 1995 shall be replaced by the new EU General Data Protection Regulation. This Regulation will incorporate a unitary privacy regime within the whole EU. It will bring across, however, material changes, e.g., in terms of severe penalties which were formerly known only from antitrust law breaches. We'll discuss:

  • The ECJ Safe Harbour ruling and its consequences on international transfers of personal data including its impact on BCRs and EU Model Clauses.
  • Potential solutions and recommendations for future transatlantic transfers of personal data.
  • The EU General Data Protection Regulation: what is really new and what are your urgent to-dos.

Deloitte Legal’s experienced IT / Privacy experts will share insights about the impact of these news on businesses for their typical handling and transfers of personal data.

Commercial Law
Transfer Pricing of Intangibles: Legal and Practical Issues

16 December 2015
Host: Jürgen Egger
Presenters: John Henshall, Dulce Maria Miranda, and Matthias Vierstraete

On 5 October 2015, the OECD released the final package of measures for a coordinated international approach to reform the international tax system under the Base Erosion and Profit Shifting (BEPS) project. The revision of transfer pricing guidelines related to intangibles was a significant element of that package. This is now the right time for companies to verify their compliance with the correct identification of their intangibles, the accurate allocation of revenues and the nature and scope of transactions involving intangibles, and to anticipate the impact of the application of the arm's length principle to intangibles. We'll discuss:

  • What qualifies as "intangible"?
  • Who is the owner of the intangibles?  Functions, assets, and risks related to intangibles.
  • What is the importance of legal registration of intangibles? What if activity and registration are split within the group?
  • How can you identify transactions involving intangibles?
  • How should you determine arm's length conditions and pricing for transactions involving intangibles?
  • How can you ensure that profits associated with the transfer and use of intangibles are appropriately allocated?
  • The importance of making your work "evidential" in nature, and how to do so.

Hear about the many legal and practical issues related to this topic and learn about the solutions to be in line with the rules.

* A related webcast titled "G20/OECD - BEPS: Transfer Pricing of Intangibles, Hard-to-Value Intangibles and Cost Contribution Arrangements" organised by the EMEA Dbriefs program will be held on 12 November, please click here for more details.

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