Conference programme

Innovation is key for successful entrepreneurship, especially in an international market. These days even more since the pandemic and geopolitical challenges affect in many ways global business. Disruption of chain production, increased prices and shortages of raw materials, transportation availability and costs, pre-pandemic fixed terms and conditions are substantial hurdles for business to be conducted without serious legal exposures. So companies need to be guided through these problem areas while there is also increasing demand for having a stronger focus on the environment. Not only does private enterprise recognise this, but innovation is also strongly supported by governments that are trying to create the best ecosystems for the development of innovation in their countries or territories. The Netherlands, especially the city of Amsterdam, are a perfect example of this. 

A panel of experts in the area of developing and promoting innovation will share their views on the necessary ingredients for successful innovation in international entrepreneurship. 

Join our panellists in discussing and debating the session’s topics from a variety of angles.

In this interactive session, we will discuss with highly reputable general counsel from multinational companies the main challenges and trends they face when managing legal teams and dealing with complex transactions and issues resulting from the global pandemic. They will share with us their personal experiences in running legal teams.

The discussion will focus on:

• New needs and solutions following the main legal consequences of the pandemic on global business and trade
• How general counsel view and implement the provision of legal advice within their respective companies
• How they envision and manage complex processes
• How and when they involve external counsel
• How this collaboration can become more productive and efficient

We will also address how corporations adapt to new regulatory frameworks and digital transformation, and comply with new environmental, social and governance (ESG) requirements. Finally, we will discuss how we as lawyers can continue to add value and ensure appropriate legal certainty to our clients.

In many jurisdictions, lawyers sit on boards of directors as non-executive directors, independent directors or as representatives of one or more shareholders.

In this session, experienced lawyers and industry representatives will debate the roles and duties of a lawyer sitting in the boardroom, and will answer:

• Should they be an entrepreneur, a trusted advisor or a related party?
• What duty of care, diligence and specific competence is required of a lawyer in a boardroom?
• Does a dual set of (conflicting) obligations apply to a lawyer?
• What is the role of the lawyer in the ESG debate?

These and other challenging issues will be addressed in this interactive session, featuring different perspectives and experiences.

The pandemic caused lawyers from all over the world to think about, discuss and negotiate new contractual stipulations in M&A documentation, such as purchase price adjustment mechanisms, reps, warranties and indemnities for specific Covid-19 related risks, extended material adverse change clauses, EBIT(DA)-normalisations, shorter long-stop dates, other earn-out mechanisms, to mention but a few. What are the lessons learned so far in relevant jurisdictions?

Our panel of industry speakers and corporate lawyers will discuss the impact that Covid-19 has had on negotiating M&A transaction documentation, the issues they have faced and the solutions they have found. 

In the first part of this workshop, delegates will work in roundtable groups to discuss corporate governance and M&A topics, including:

• Duties of the board in M&A transactions as a buyer and seller, and the management of a takeover target
• How does the role of the board, management and founders evolve as the company progresses from a start-up to a scale-up, and finally, to a growth company?
• Due diligence and warranty and indemnity insurance revisited
• State control of foreign investments – how to deal with new regulations from the European Union and other states in the context of M&A transactions
• What are the governance challenges and missteps often encountered in respect to growth companies? How can they be avoided? How can they be remedied?
• Ethics, diversity and social responsibility: do corporate directors have a duty to shareholders, or are they permitted to look beyond to other stakeholders in the business?
• Covid-19 two years later – are there any lasting consequences in this area?

In the second part of the workshop, the results of the work of the table groups will be presented and discussed.

This interactive workshop session will explore recent trends in finance and the implications for closely held enterprises.

• What are the key options for companies to finance their growth?
• Is the division between equity and debt funding evolving?
• How can we, as lawyers, continue to add value and ensure appropriate legal certainty for our clients in each of these models?
• Have the regulators clipped the wings of banks and cryptocurrencies?
• How is the face of finance changing?

In the first part of the workshop, delegates will work in groups to discuss a topic selected from the following:

• Alternate forms of financing I: Fintech, crowdfunding and lending, and cryptocurrencies – what are the latest developments and the legal implications for closely held enterprises?
• Alternative forms of financing II: loans with profit participation, convertible loans, options and other hybrid instruments – what are the latest terms and structures, and the legal implications for closely held enterprises?
• New players as alternatives to banks: VCs and other non-bank players – what are the terms they want?
• The rise of the regulator: what does this mean for the lending landscape?
• Getting your business bank debt ready – how to act for borrowers when seeking bank funding
• Forms of mezzanine capital and their implications for closely held businesses
• Advantages and disadvantages of debt and equity financing
• Restructuring (eg, debt equity swap) and refinancing – key issues to consider and the traps to avoid
• Due diligence and the role of lawyers in various types of financing: opinions and counsel reports (reliance versus release letters)
• Personal guarantees versus security

In the second part of the workshop, the themes and results of the work of the breakout groups will be presented.