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The IBA’s response to the situation in Ukraine
Back to Closely Held and Growing Business Enterprises Committee publications
Giuseppe Coco
Ughi e Nunziante, Milan; Young Lawyers Committee Liaison Officer, IBA Closely Held and Growing Business Enterprises Committee
g.coco@unlaw.it
The Covid-19 pandemic has just turned one. It was 11 March 2020 when the World Health Organization, with 118,000 confirmed cases in 114 countries, officially declared it as such.
Today, with the vaccination process finally in place, it looks like there is a light at the end of the tunnel. And yet, 2021 will most likely go down in the annals of history, together with 2020, as the Covid-19 biennium.
It comes as no surprise that, when something good happens under such troubled circumstances, you may want to repeat that.
And our first virtual retreat – which took place in October 2020, before the IBA Virtually Together Conference, with more than 80 enthusiastic participants – was something good!
Of course, no virtual event will ever be able to replace an in-person meeting (especially not the CHAGBE retreats), but there was a large consensus amongst the participants that, until international travels are doable again, meeting online in a relaxed atmosphere with your fellow CHAGBE members is definitely a good idea.
So, we set the dates (27-29 February) and started to organise. The idea was to have a little more structure – with two moderated break-out sessions instead of one, and some substantive topics (with a focus on M&A) to foster the discussion.
With more than 100 registrants (a good portion of which were new members), our expectations on attendance were exceeded so much that we had to add a third session. In the end, we had a session on Wednesday, to accommodate the Asia/Pacific time zone, and two on Thursday and Friday, for Central Europe Time attendees.
In any online event, it is important to have some form of script, so that the ball keeps rolling and the discussion never loses momentum. Although we had one, none of the sessions was like the other! During the Tokyo time session – that for us Europeans was in the middle of the night – we decided to have no break-out rooms, both because the number of participants already allowed for a close atmosphere in the plenary session and because we had a guest star – Peter Bartlett, LPD Chair – who gave the audience the latest news about how the IBA is coping with the pandemic. The first CET session was the only one that was played by the book, with the participants discussing the substantive topics in the break-out rooms, along with some catch-up chats. During the final session, probably because it was on a Friday afternoon, it was decided through an improvised online poll to have purely social chats in the break-out rooms, and that was fun!
We received a lot of feedback from the participants. The vast majority of them were eager to have more events like that, with the possibility of staying informally in touch, in this period of full agendas and empty planes. This message will not go unheeded.
They say good things come in threes, so make sure you don’t miss our next virtual retreat!
Ivan Delgado
Conference Quality Officer, IBA Closely Held and Growing Business Enterprises Committee
idelgado@perezllorca.com
We started the conversation talking about how the M&A activity and deals in our jurisdictions have been affected. We all concluded that more distressed M&A and bankruptcy work is coming. There is a lot of money and appetite in the market.
Interesting discussions took place when we talked about the transactions signed since the pandemic started. The impression is that nowadays there are sellers not willing to spend so much time and money in the due diligence exercise and devoting their efforts in heavily negotiating the disclosure schedule to be included in the sale and purchase agreement (SPA). On the other side, buyers are happy with this approach because that is the way they can limit their liability.
There is also an additional, classic, and general issue negotiating the representations & warranties, which is the approach to the definition of ‘knowledge’ in the SPA. Sellers typically prefer ‘actual knowledge’ and buyers ‘constructive knowledge’. In this scenario, identifying the right employees that have knowledge is always key.
Sandeep Mehta
J Sagar Associates, Mumbai
sandeep.mehta@jsalaw.com
We had four participants from The Netherlands, Spain, Switzerland and the United States, and the moderator was from India.
Some key takeaways included:
Caroline Conrad-Behr
Conrad & Partner Advokatur, Baden
caroline.conrad@conrad-partner.ch