- Capital retention rules which limit distributions to shareholders;
- Consent requirements as regards transactions, in particular asset deals comprising the entire estate or assets of a person;
- Limitation enforceability of breakup fees;
- Limitation of certain companies to disclose their affairs to purchasers in the due diligence process;
- Notification requirements as regards the acquisition of certain percentages of shares and certain companies which may result in the obligation to submit a mandatory purchase offer to all shareholders;
- Possibilities of the squeeze-out of minority shareholders;
- Possible assumption of all liabilities of a company through an asset deal even if not all such liabilities are meant to be acquired when particular key assets (such as the firm name) are acquired;
- Non-compete restrictions after completion (maximum length and scope);
- Legal constraints/regime in case of purchase of publicly listed companies (notifications, tender offers);
- Corporate governance issues to be considered (management vs. control);
- Dispute resolution in practice: common court vs. arbitration tribunal.
Dr Andreas H. Meyer focuses on advising clients in the fields of corporate, M&A and energy law and represents clients before courts and arbitral tribunals. Dr Meyer has substantial experience advising on national and international M&A transactions including public takeovers and joint ventures. He also advises clients on international disputes (court proceedings, arbitration and mediation), in particular as regards disputes among shareholders and before the background of the regulatory particularities of the energy industry. He studied law at the University of Hamburg, Georgetown University, Washington D.C., and Indiana University, Bloomington.
Mr Marek Wroniak specializes in international corporate transactions in Poland and apart from corporate law has had in-depth involvement in dispute resolution, employment law, public tenders and arbitration. Marek Wroniak advises Polish and international financial institutions (banks, insurance, pension funds), as well as other entities on their economic activities in Poland, including mergers and acquisitions, restructuring, and labour law. Marek Wroniak is a member of the Warsaw Bar Association.
3:30pm - Registration
4:00 - 5:30pm Seminar
5:30 - 7:00pm Reception
Hogan Lovells Tokyo Office
15F Daido Seimei Kasumigaseki Bldg.
1-4-2 Kasumigaseki, Chiyoda-ku, Tokyo