M&A Conference 2024 | Deutscher Fachverlag GmbH | 22 January 2024 | Industry Club Düsseldorf, Elberfelder Str. 6, 40213 Düsseldorf, Germany

Current market developments and effects on contract design.
• Market overview of M&A transactions 2023
• Outlook for 2024
• Relevant developments in contract drafting, in particular
• Purchase price mechanisms
• MAC clauses
• Earn-out regulations
• Liability concepts
• Relevance of ESG aspects

Challenges in cross-border transactions in German medium-sized businesses – market development, process design, accounting and valuation
• Development of the global and German M&A market – trends, valuation levels and market outlook
• Structuring cross-border M&A processes in German medium-sized companies
• Challenges of different national and international accounting systems in financial due diligence
• Assessment in an international and national context

Effects of the Third Country Subsidy Regulation on M&A transactions with foreign investors
• Purpose of the regulation: Regulatory overkill alongside merger and investment control?
• The concept of subsidies with a focus on subsidies in China
• Covered transactions – special features of joint ventures
• Effects on the schedule
• Legal consequences – the worst case scenarios
• What to do to be properly prepared?

The Future Financing Act – Opportunities for Germany as a business and financial location
• Innovations in the ZuFinG
• Reference to regulations in foreign jurisdictions
• EU Listing Act
• Possible opportunities for corporate transactions

Pensioner company in an M&A context
• Pension obligations are not only a valuation issue in many M&A transactions, but can also represent an obstacle to the transaction, especially from the seller's perspective
• Outsourcing pension obligations to an external pension company (aka pension buyout) offers a flexible solution option
• Speakers will show how the pension buyout for German pension obligations works and can be optimally integrated into an M&A process
• The pension buyout can not only solve problems, but also offers many other advantages for international transactions

ESG criteria in international M&A transactions
• Importance of ESG criteria for the transaction process
• Risk allocation of ESG topics in the company purchase agreement

W&I and taxes
• Warranty & Indemnity insurance (W&I) has established itself as a risk management tool in the German M&A market and has changed the basic structures of M&A transactions. The tax coverage of W&I is also increasingly becoming the focus of transaction parties.
• The presentation examines tax areas of a W&I in detail and describes strategies that can be used to improve tax coverage in the W&I.
• Individual W&I clauses relevant to tax coverage are also discussed.

2024 Speakers

Marion Gertzen
Operational Advisor, Betriebs-Berater

Florian Leis
Partner Corporate Finance Department, Ebner Stolz

Nils Menges
Partner, Ebner Stolz

Mathias Schroeder
Lawyer and Partner, Heuking Kuhn Luer Wojtek

Frederike Volkman
Lawyer, Cms Hasche Sigle

Dr. Sandra Link
Partner, Eversheds Sutherland

Daniel von Brevern
Partner, Eversheds Sutherland

Anja Mehrtens
Head Employment and Pension Law, Arqis

Thomas Bloch
Managing Partner, Deutsche Betriebsrenten Holding Gmbh & Co. Kg

Dr. Steffen Schniepp
Partner, Eversheds Sutherland

Marian Wieczorke
Partner, Eversheds Sutherland

Alexander Skuratovski
Legal and Tax Councel, Marsh GmbH