This interactive workshop session will explore the challenges and trends in M&A transactions involving family owned and other closely held businesses and corporate governance. How can owners’ best achieve their objectives in selling all or a significant stake in the businesses? What is best practice and what are the pitfalls when it comes to corporate governance structures? The discussion will focus on some of the most significant issues that need to be considered by owners both before they embark, and during, what can be taxing negotiations to agree and complete a transaction or in reviewing their existing governance structure. In the first part of the workshop, delegates will work in breakout groups to discuss these topics, including the following: • Corporate governance structures – how to drive long term value. Board structure options and their implications (checks and balances), succession planning, family shareholder influence, independent directors and employee equity participation schemes/involvement eg, impact of employee co-determination rights on corporate governance • Before you sell – how to best prepare for a sales process? What are key issues to resolve before starting the process to divest a closely held or family owned business? • Purchase price – earn-out structures in private company sales. What are recent trends/market practice across Europe? What are the challenges in determining the correct metric triggering payment eg, revenues versus profits? What are the most important earn-out protection mechanisms, especially in 100 per cent sales? • Liability structures – representations and warranties (and who should be the warrantor(s)), the rise of W&I insurance vs escrow and/ or the indemnification provisions, post-closing liabilities • Impact of the changing international landscape for doing business – Brexit, trade wars, increased government intervention/regulation eg, GDPR, protectionism – what is the impact on the M&A process? • Due diligence – streamlining the disclosure process, red flag due diligence for purchasers. What is a red flag due diligence report/ process? What are the key issues, risks and drivers? • Alternatives to divesting a closely held business: joint ventures, key deal term considerations eg, governance structure options, sharing of profits, expenses and risks, reputational impact, intellectual property ownership and treatment on joint venture termination