BEGIN:VCALENDAR PRODID:-//Session events Calendar//IBA//EN CALSCALE:GREGORIAN VERSION:2.0 BEGIN:VEVENT DTSTAMP:20260403T215449Z DTSTART:20190520T132000Z DTEND:20190520T152000Z SUMMARY:Workshop 1: Governance and M&A challenges for family and other cl osely held businesses DESCRIPTION:This interactive workshop session will explore the challenges and trends in M&\;A transactions involving family owned and other cl osely held businesses and corporate governance. How can owners’ best ach ieve their objectives in selling all or a significant\nstake in the busi nesses? What is best practice and what are the pitfalls when it comes to corporate governance structures? The discussion will focus on some of t he most significant issues that need to be considered by owners both bef ore they embark\, and during\, what can be taxing negotiations to agree and complete a\ntransaction or in reviewing their existing governance st ructure.\nIn the first part of the workshop\, delegates will work in bre akout groups to discuss these topics\, including the following:\n• Corpo rate governance structures – how to drive long term value. Board structu re options and their implications (checks and\nbalances)\, succession pl anning\, family shareholder influence\, independent directors and employ ee equity participation\nschemes/involvement eg\, impact of employee co- determination rights on corporate governance\n• Before you sell – how to best prepare for a sales process? What are key issues to resolve before starting the process to divest a\nclosely held or family owned business ?\n• Purchase price – earn-out structures in private company sales. What are recent trends/market practice across Europe? What\nare the challeng es in determining the correct metric triggering payment eg\, revenues ve rsus profits? What are the most\nimportant earn-out protection mechanism s\, especially in 100 per cent sales?\n• Liability structures – represen tations and warranties (and who should be the warrantor(s))\, the rise o f W&\;I insurance vs escrow\nand/ or the indemnification provisions\, post-closing liabilities\n• Impact of the changing international landsc ape for doing business – Brexit\, trade wars\, increased government inte rvention/regulation eg\, GDPR\, protectionism – what is the impact on th e M&\;A process?\n• Due diligence – streamlining the disclosure proce ss\, red flag due diligence for purchasers. What is a red flag due dilig ence report/ process? What are the key issues\, risks and drivers?\n• Al ternatives to divesting a closely held business: joint ventures\, key de al term considerations eg\, governance structure options\, sharing of pr ofits\, expenses and risks\, reputational impact\, intellectual property ownership and treatment on joint venture termination LOCATION:Odd Fellows Mansion UID:65cd86a9-0582-4e5b-9237-4a26815ec0a8 END:VEVENT END:VCALENDAR