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  • Committees
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Sunday 17 October (1900 - 2300)

Closely Held and Growing Business Enterprises Committee (Lead)
Corporate and M&A Law Committee (Lead)
European Regional Forum
Healthcare and Life Sciences Law Committee
Securities Law Committee
Technology Law Committee

Monday 18 October (0900 - 1000)

Programme details

Many founders believe that as their business grows, they will lose control of their board and the main strategies of their company. This is not unfounded: in a study of approximately 5,000 companies, founders generally retained only about 45 per cent of total ownership and had to give up significant control over the board after an early stage investment. Fortunately, there are various ways that founders can protect and control the destiny of their business even as it scales to new heights and entrepreneurs need to bring on new stakeholders. These include certain provisions on types of issued stock and board protection clauses, among others. In this panel we will explore the tried and tested methods that funders can employ to ensure they maintain some semblance of power over their business.

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Session/Workshop Chair(s)

Monday 18 October (1000 - 1100)

Programme details

Start-ups at all stages of the growth company lifecycle are in a ‘seller’s market’, with growing competition for the best deals. Venture capital deals may be exploding across the globe, but there is increasing competition from other sources of capital. This panel will examine recent trends and the state of play in the growth company finance ecosystem, from start-up through to the later stages.

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Session/Workshop Chair(s)

Monday 18 October (1130 - 1230)

Programme details

This session will address the fact that there is no one-size-fits all format for growth and will ask important questions, such as:
• Should an IPO be the end goal?
• Are strategic acquisitions a more suitable exit strategy?
• What does it take to become a unicorn?
• Why do start-ups fail?
• Is the Big Tech market overheating?

A panel of entrepreneurs, managers and investors will share their thoughts about their experiences and their view on the current market.

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Monday 18 October (1400 - 1500)

Programme details

The rationale and economics of venture investments in start-ups are substantially the same all over the globe, with similar deal terms and mechanics. The implementation into legal documents remains very heterogeneous throughout different jurisdictions, although introducing standardised terms would contribute to make such investments more efficient. As a result, a working group of some 40 specialised lawyers from numerous European jurisdictions have identified the seven most important areas and have drafted model Pan-European standard clauses, which will be presented during this session. This is part of an international discussion and review, the goal of which is to produce – to the extent possible – lean standard clauses that are generally acceptable throughout Europe.

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Session/Workshop Chair(s)

Monday 18 October (1500 - 1600)

Programme details

In the current environment, it is almost impossible to carry out an M&A transaction without having to deal, in one way or the other, with political aspects that may interfere or facilitate such transactions. This session will aim at addressing these two most common illustrations of government interaction with M&A execution:

Political interference:
• Foreign Direct Investment (FDI) regime: while activism from government authorities has increased substantially during the past few years, their ability to handle submissions expeditiously has not developed in synch. This has resulted in prolonged periods between signing and closing and increased unpredictability as to ultimate outcomes. In particular, this is true to new processes around FDI approvals. We will focus in this section on how to handle this uncertainty in practice and contractually, for example, through case studies.
• Other types of intervention: in certain situations where either FDI regime does not exist or is not applicable, governments have used other tools to control, and sometimes repel, foreign investments in their country.

Political facilitation:
• Governments acting as investors: we will address how States endorse the role of investor to make a venture capital type of investment or acquire minority investments to support certain sectors of the economy for a wide variety of motives.
• Government acting as actors: in certain situations, States will go as far as to nationalise certain companies. This has been a constant feature of governmental intervention in the economy, and this part of the session will focus on how nationalisations has evolved in recent years on a global scale and will identify general trends.

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Session/Workshop Chair(s)

Monday 18 October (1630 - 1730)

Programme details

This session will outline the industry sectors and players in Covid-19 times: what has changed, which sectors have been adversely, or positively, impacted from the pandemic and what strategic alliances and mergers have been made. It will also focus on new trends in JV, such as: vertical integrations; the growth of the private equity market; the increased amount of distressed M&A funds; and the subsequent impact on corporate governance during Joint Ventures term and exit strategy.

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Session/Workshop Chair(s)

Tuesday 19 October (0900 - 1000)

Programme details

Shareholder activism and ESG are at the forefront of board agendas, shareholder focus and the headlines of the financial press. This panel will discuss the factors that have brought these two trends to the fore, examine convergences and divergences between them and consider whether they are two sides of the same coin or something else. We will also consider the roles of lawyers, regulators and courts in relation to these matters.

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Session/Workshop Chair(s)

Tuesday 19 October (1000 - 1100)

Programme details

After a short slowdown caused by the pandemic, M&A is back on track with unprecedented force in many countries and it appears that the markets are even more seller-friendly than before. The panel will focus on how the perfect exit (if there is such a thing) can be achieved under these conditions; compare market trends across different jurisdictions and industries; discuss different transaction set-ups from exclusive negotiations to auction and combinations thereof; and highlight the dos and don’ts when selling a business. Discussions will cover the full scope of a sell-side transaction from preparation of the asset, the marketing and negotiation phase all the way to signing and closing, and will include the early detection of regulatory risks, the approach to the first purchase agreement draft, purchase price concepts and the minimisation of seller’s liability; and how to best combine a carve-out with the M&A process.

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Session/Workshop Chair(s)

Tuesday 19 October (1130 - 1230)

Programme details

The past year has seen major developments in IPOs, exits in general, and, of course, SPACs. Traditional providers of equity alongside buyers are suddenly faced with competition from SPACs. Is this a real threat for them? What does the SPAC offer to selling shareholders and target companies? IPOs are more abundant than ever, but somewhat contradictory, transactions are structured increasingly with a view to decreasing market risk; for example, by eliminating retail offerings where legally possible and by securing significant cornerstone commitments. In certain markets, founders and selling shareholders are permitted to retain long-term control after IPO. Is this here to stay? Does this differ from what we see in the US? If you decide to exit, which of the various available tracks do you choose - or should you not choose at all? What has recently changed from a purely legal perspective? The panel will discuss these and many more topics in an efficient to-the-point manner, with plenty of room for delegates to join in.

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