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Moving towards Brexit: Latest developments and business implications

Belgium Dbriefs

2 July 2020
The Brexit negotiations are hotting up again.

Last Friday the European Union accepted that the UK would not be asking for an extension to the current transition period, and it is now more certain than ever that the UK will be operating as a fully-fledged “third country” after 31 December 2020.

And the outcome of the meeting on Monday between the presidents of the European Council, Commission and Parliament, and the UK Prime Minister, showed more clearly than before that the UK government is not – publicly at least – minded to make major concessions to secure an agreement on its Future Relationship with the EU. Prime Minister Johnson even said that he hoped the trade component of the new agreement could be finalised within six weeks from now - by the end of July.

This reduces further the chances of detailed arrangements being put in place to govern the complexity of EU-UK relations from January 2021 – and deepens the extent of change that companies will face in doing business with the United Kingdom. If a deal is agreed it will inevitably be short on detail, and the alternative of no deal has probably become more likely in the light of these recent developments.

Any agreement that does emerge will have to be finalised and ratified before the end of 2020, failing which the UK will move to a “no-deal” relationship on 1 January 2021. But time is short: and the additional burden of the coronavirus crisis has hampered the negotiation process for months. So businesses facing problems as a result of Brexit – and those who may see opportunities arising from the UK’s departure – need to focus soon again on the details of the EU-UK “future relationship”.

There are three main potential outcomes by the end of 2020:

  1. an agreed Free Trade Agreement between the EU and the UK – which could be accompanied by additional sectoral agreements (e.g. for Financial Services, Transport, Energy, and Fisheries) and would bring the least amount of disruption to the new trading and business environment;
  2. partial Agreement - with many items left open for further negotiation in the future; or
  3. no agreement – leading to the so-called No Deal Brexit (with significant disruption and change to the current business environment)

Sign up for Deloitte’s Brexit webinar on 2 July 2020, during which Deloitte’s specialists will address key considerations from a Belgian perspective:

  • What does the EU-UK political situation mean for the Brexit timeline and the substance of the future relationship?
  • What are the key business implications?
  • What would a no-deal Brexit look like?
  • What should businesses do now to optimise their situation and mitigate impact on their operations after the Transition Period?

We will be joined by Raoul Ruparel of Deloitte UK (and former UK prime ministerial advisor on Brexit), and Deloitte’s Brussels team will address the key issues that will have an impact on business in Belgium.

COVID-19 | Business continuity: people aspects

Belgium Dbriefs

24 June 2020
Presenters: Stijn Demeestere, Sofie Van Breedam (Deloitte Belgium Tax) and Frédéricq Jacquet (Deloitte Belgium Tax)

COVID-19 has not only roiled financial markets or disrupted organisations and industries, but it has also created tremendous stress for workers. It is therefore crucial for companies to find a balance between restructuring and the impact on the workforce. This is truly a moment-that-matters. A moment that will either strengthen or weaken the relationships between the organisation and its workforce.

During this webinar, we will explore a variety of measures allowing companies to reduce employer costs, including reward, employment and tax measures.

From a reward perspective we will focus on short-term choices that consider long-term impacts.

Employment measures on the agenda are:

  1. Temporary or permanently reduction of working time
  2. Part-time work
  3. Time credit & thematic leave
  4. Collective holidays
  5. Temporary unemployment
  6. Salary reduction and postponement payment salary
  7. Lending of personnel
  8. Transfer of undertaking
  9. End-of-career plans
  10. Multiple or collective dismissal

The tax measures include, among others, the recent temporary mutual agreements concerning cross-border workers, extension of voucher validity, reduction of withholding tax on legal unemployment benefits and deferral of professional withholding tax payment, as well as draft legislation in the pipeline (wage tax incentive, consumption voucher).

Contract Lifecycle Management: Unlock the power of your contracts

Dbriefs Legal

28 May 2020

Host: Klaus Gresbrand

Presenters: Nick Conway, Kai Jacob, Mark Ross, and Jasmijn Verraes

Managing contracts can be a formidable challenge for a company. This is all the more true as human-language – and even paper-based – contracts are still prevalent. Modern Contract Lifecycle Management (CLM) tools have evolved to be much more than just a repository of contracts. They provide alerts on contract life events, empower in-house lawyers and business users with automated contract drafting and provide detailed analytics insights. Advanced CLM applications will even manage the contract negotiation process. We’ll discuss:

  • What functionality you can expect from a state-of-the-art CLM tool.
  • The anatomy of a CLM implementation project.
  • Business case for CLM, both in terms of contract types and the use of the technology itself.

Gain practical insights from our Legal and Tax specialists on the importance of CLM and the best practices of the CLM tools.

Group contribution & new interest deduction rule: some reflections in the COVID-19 era

Belgium Dbriefs

26 May 2020
Presenters: Bob Maurau (Deloitte Belgium Tax) and Nicolas Engelmann

During this webcast, we expand on a number of features of the group contribution regime and EBITDA-based interest limitation rule to understand the opportunities and pitfalls for both financial year 2019 and 2020 as a result of the Covid-19 economic situation.

The Belgian corporate income tax reform resulted in a major overhaul of the tax landscape introducing since tax year 2020 amongst others the group contribution regime and new interest limitation rules.

We will discuss a number of topics including:

  • How the application of these measures may still reduce your cash taxes for 2019
  • How do you apply these measures for 2019 (especially if different group companies can make/receive group contributions): some practical guidelines
  • Which group contribution consequences should be monitored for mixed holding companies: does the group contribution regime potentially breach the Parent-Subsidiary Directive?
  • What is the impact of a substantial decrease of your company’s earnings/increase of external borrowings (in financial year 2020) on both measures ?
  • What are the pro-active measures companies can consider to try to reduce the adverse tax impact of the EBITDA-based interest limitation rule in case of an earnings drop/increased interest charges?  Which pro-active measures can be considered with regard to the application of the group contribution regime?

Contract review and analysis in unprecedented uncertainty

Dbriefs Legal

21 May 2020

Host: Mark Ross

Presenters: Bryan Foster, Klaus Gresbrand, and Kai Jacob

COVID-19 is causing unprecedented disruption to global business. Organisations are looking to identify and mitigate the operational, economic, and business risks emanating from this pandemic. All departments will likely be impacted, including your legal department. Understanding what your contracts entail concerning potentially relevant provisions to the non-performance of contractual obligations is one in a number of crucial steps in helping to develop appropriate mitigation plans. We'll discuss:

  • Identification and collation of impacted contracts.
  • Contract culling strategies.
  • Leveraging AI and legal managed services to identify potentially relevant clauses, such as Force Majeure, BCP, Notice, and others identified by in-house and outside counsel. 
  • Enhancing extracted contractual data with information from ERP, procurement, and finance systems. 
  • Counter-party notification, reach out, and remediation.

Join us to learn more about contract reviews and how to mitigate the risks impacting your organisation.

Business re-launch from a workforce perspective

Belgium Dbriefs

7 May 2020

Speakers: Thomas De Donder, Joël Brehmen (Deloitte Belgium), Nathalie Vandaele (Deloitte Belgium), Sofie Van Breedam (Deloitte Belgium), Isabelle Buyse (Deloitte Belgium)

This webinar will address the points of attention related to re-opening of the business after the lockdown, focusing on the workforce considerations to take into account from a regulatory standpoint and stakeholders engagement perspective.

We will also share unique insights on how Deloitte as an organisation has addressed the practical side with testimonials from Deloitte’s own re-launch responsibles.

Investment management: The investment tools and market trends in Spain, Portugal, Switzerland, and Luxembourg

Dbriefs Legal

6 May 2020

Host: François Lerusse

Presenters: Joao Pinheiro Silva, Joana Pereira Dias, Ignacio Echenagusia , José M. Gómez, Agustin del Rio Galeote, Simona Terranova, and François Lerusse

In a more and more complex and regulated environment, investors and managers want safe, flexible, cost efficient, and global investment structures. To make their choice, many elements are to be analyzed: eligibility of assets, eligibility of investors, level of supervision, availability of the European passport, roles of external service providers, establishment and running costs, tax efficiency, etc. In this webcast, our multi-jurisdiction team of lawyers will present an overview of the latest trends in Spain, Portugal, Switzerland, and Luxembourg, and will introduce the features of one or more performing collective investment vehicles available in these countries. In particular, we’ll discuss:

  • General overview of the markets.
  • Luxembourg Reserved Alternative Investment Fund.
  • Portuguese REIT regime. 
  • Spanish REIT regime. 
  • Swiss Limited Partnership for Collective Capital Investments and the future Limited Qualified Investor Fund.

Join us to learn more about the complex investment management in major jurisdictions in the region.

State aid in times of COVID-19: A practical overview of the coordinated response by the European Commission and Member States

Dbriefs Legal

29 April 2020

Host: Hendrik Viaene

Presenters: Rafael Piqueras and Hendrik Viaene

The outbreak of the COVID-19 infection has an undeniably significant economic impact. Almost all Member States have already announced or implemented support measures for citizens or companies. State aid spending in the context of COVID-19 is increasing exponentially on a daily basis and in all industry sectors, with more than EUR 600 billion spent by Member States since the beginning of the outbreak. 

The European Commission is showing a much-desired flexibility and readiness through the adoption of a Temporary Framework to enable Member States to support the economy within the boundaries of competition law. Even so, companies must be aware of State aid risks and think twice before accepting state subsidies, tax breaks, state guarantees, R&D grants, etc. in the context of the COVID-19 outbreak. They may end up having to refund the State aid, increased with a substantial recovery interest rate. 

In this Dbriefs, our Deloitte Legal international team of experts will:

  • Provide a reminder on the basics of State aid (what is State aid, who are the stakeholders, what are the incentives).
  • Explain the measures adopted so far by the European Commission in the context of the COVID-19 crisis, with a particular focus on the Temporary Framework and its subsequent amendments (what are the permitted types of aid, what are the limitations, how long will this regime apply).
  • Provide an overview of the instruments adopted by different Member States across the EU (what types of measures are being implemented, which sectors are or will be beneficiaries of the aid, examples of aid to individual companies).
  • Discuss the forecast, likely scenarios and way forward for State aid matters in the COVID-19 context.

Join our Deloitte Legal specialists who will share its experience from acting on State aid matters during the financial crisis back in 2008-2009 and during the present COVID-19 crisis.

Government and EU support to businesses in COVID-19 times

Belgium Dbriefs

21 April 2020

Speakers: Hendrik Viaene, Corjan Visser (Deloitte Tax), Laurent Godts

The COVID-19 outbreak has significantly affected the economy, bringing an unprecedented impact for businesses to manage. In order to help mitigate this impact, the Belgian Federal and Regional governments, as well as the European Commission at EU level, issued various measures to support businesses, namely tax incentives, grants and credit mechanisms.

This webinar will focus on the grants and credit mechanisms made available in Belgium and by the EU. 


• Introduction: EU State aid rules 

• State aid approach in the context of COVID-19

• EU funding schemes

• Belgian funding schemes

• Belgian financial guarantee schemes

Coronavirus (COVID-19): Impact on Contracts – Force Majeure and MAC-clauses

Dbriefs Legal

16 April 2020

Host: Giorgio Mariani

Presenters: Muriel Feraud, Chris Hardman, Jan Jarmul, Andreas Leclaire, Francisco Mayor, and Ildar Zverev

In the context of the COVID-19 pandemic, many clients are faced with material problems in managing contracts. Companies have to deal with delivery bottlenecks, delays or other disruptions in performing obligations. Real estate agreements are also impacted, as well as extraordinary transactions such as mergers and acquisitions. Force Majeure clauses and Material Adverse Change clauses are discussed as possible solutions, suspending or even ending the performance obligations under contracts entered into. We'll discuss:

  • General applicability of Force Majeure clauses and Material Adverse Change clauses across main European jurisdictions and recent trends in specific industries.
  • Tactical approach negotiating COVID-19 as Force Majeure and dealing with responses to Force Majeure notifications.

Hear from our panel of experienced attorneys on the impact on contracts from the global and best-practice perspectives.

Breathe new life into the protection and monetization of trade secrets

Dbriefs Legal

18 March 2020

Host: Dulce Miranda

Presenters: Nuria Acinas and Peter Kits

In the course of their activities, companies develop information that is commercially valuable. Information is the currency of the knowledge economy and competitiveness is increasingly dependent on trade secrets of technical, strategical, and commercial nature. By protecting such a wide range of information, whether as a complement or as an alternative to other intellectual property rights, trade secrets allow innovators to get profits from their invests in innovation. For that reason, the European Commission approved a Directive for the protection of undisclosed information, that has now been transposed by the member states. In order to obtain legal protection against any kind of misappropriation, the company that controls such information must take reasonable measures to keep it secret. We'll discuss:

  • Requirements for protection of trade secrets.
  • Trade secret vs. patent.
  • Legal aspects: licensing and legal protection measures.
  • Technical protection measures.

Join us to know the steps that you need to put in place to protect your confidential information.

Special Edition | Coronavirus (COVID-19): How to manage the impact on your global workforce

Dbriefs Legal

17 March 2020

Host: Nicolaas Vermandel

Presenters: Erika Collins (Epstein Becker Green), Susan Gross Sholinsky (Epstein Becker Green), Fernando Bazan, Alexander Fischer, and Andrew Lilley

As news of the novel coronavirus's spread continues to have a dramatic impact worldwide, employers are facing countless questions about how to address the implications of the virus on their businesses and workforce. In this webinar, our panel of experienced attorneys will bring a global and best-practice perspective to the following topics:

  • What lessons can employers learn from the experience in China?
  • What restrictions should employers consider as to medical inquiries or quarantine?
  • What is the latest on the legislative framework and temporary measures regarding pay, especially during quarantine, illness, or temporary shutdown?
  • How do employers maintain business continuity during this crisis? What about paid time off and telework? What happens when employees refuse to work because of their concern over contamination risk?

Coronavirus – How to manage the impact on your workforce

Belgium Legal Dbriefs

12 March 2020

Presenters: Heleen Franco and Koen Fransaer (Deloitte Belgium)

As news of the Novel Coronavirus' spread continues to make headlines worldwide, employers throughout all industries are now questioning how to deal with the various implications of the virus on their businesses and workforce.

In this webinar, we discuss potential legal risks and best practices for managing workplace concerns relating to Coronavirus and other infectious diseases. We will address topics such as:

  • Can you force your employees to work from home to prevent the risk of contamination?
  • Can you ask your employees to take vacation days?
  • What if your turnover decreases because of the Coronavirus, resulting in a declined workflow for your employees?
  • Can you impose a medical check on employees who have travelled to countries affected by the Coronavirus?

The webinar will not only tackle these questions from a Belgian perspective, but will also look at certain measures implemented in neighbouring countries, as well as other international aspects that should be looked at.


Powers of the trade unions and staff representatives in the company: A comparative approach of the constraints of the employer in different jurisdictions

Dbrief Legal

11 December 2019

Host: Nathalie Pequiman

Presenters: Fernando Azar, Klaus Heeke, Jolin Song, and Julia Torres

Freedom of union association is warranted in most jurisdictions. Within the company, this freedom may conflict with the freedom of entreprise. This Dbriefs webcast aims at presenting and understanding the extent of the trade unions/staff representatives' powers in the company and at comparing the constraints borne by the employer in different jurisdictions, including Brazil, China, France, Germany, and Spain. It would address the following key points:

  • Do the trade unions/staff representatives have a right to be informed and/or consulted on all or part of the employer's decisions?
  • Do they have a right to a co-determination of the employer's strategy?
  • Are they entitled to negotiate with the employer to create rules applicable in the company?
  • What are their means to operate at the workplace, e.g., via email, website, specific premises, etc.?
  • What is the limit to their freedom of speech?
  • Do they have legal capacity to bring a claim before the court/competent authorities in their name or in the name of the individual employees or together with the individual employees?
  • Is there any mandatory requirement for the employer to allocate the funds for the trade union activities?

Our Deloitte Legal specialists will enable the auditors to have a better idea of how to address and handle trade unions/staff representatives' claims at the workplace in various jurisdictions.


What’s next for the company car and mobility within your organisation

Belgium Tax Dbriefs

25 June 2019

Presenters: Günther Boeyens, Stijn Demeestere and Timothy Bruneel 

During this webinar, we will focus on new legislations that will drive the cost of your fleet and possible broader mobility solutions that you can offer going forward:

  • The new European WLTP CO2-test and changes to the corporate tax deductibility of car costs. Both will impact the total cost or your car fleet, as well as employee taxable benefit in kind and net earning. The legal consequences of such changes will also be addressed to assess the impact on car policy.
  • Furthermore, we will focus on new trends supported by the most recent Belgian legislative initiatives, such as the mobility budget, which aim at offering alternatives to the company car and can prove important in supporting a greener fleet and adjusting mobility behavior among your employees.

Harassment in the workplace: How to prevent and respond?

Dbrief Legal

18 June 2019

Host: Florence Theodose

Presenter: Stefano Miniati, Charlotte Sander, and Jolin Song

How should a company react, from a practical perspective, in case psychological and/or sexual harassment may be disclosed or witnessed by its employees? What is the appropriate conduct to adopt for dealing with these situations in practice? Harassment may be defined as the repetition of acts with the intent or effect of deteriorating working conditions in a manner likely to affect the employee's rights and dignity, physical and mental health, or to jeopardize their professional future. Employers who failed to comply with its obligations in this respect could expose to being sentenced to pay substantial amounts in damages to any affected employees, as well to being convicted for criminal offences. In order to avoid such situations, the employer must take preventive actions and react quickly in the event of suspected harassment at work. This webcast will provide a comparative study among China, France, Germany, and Italy. In particular, we'll discuss:

  • How to identify a situation of moral/sexual harassment?
  • What are the existing reporting channels for denouncing moral/sexual harassment?
  • What should be done during the inquiring phase (hearing of the victim, suspect, colleagues, etc.)?
  • What can be done during the disciplinary phase (content of the Company Internal Rules, sanction of the harasser, sanction of the employee denouncing false charges, etc.)?
  • Prevention of moral and sexual harassment.

Hear from a team of specialists to get a deeper understanding of the best way to identify and anticipate potential situations of harassment at work and how to react in these situations.


Life Sciences: from selling products to delivering services | Legal and indirect tax perspectives

Belgium Tax Dbriefs

18 June 2019

Presenters: Liesbet Nevelsteen, Wim Vandenberghe and Koen Segers

The life sciences and healthcare industry is highly regulated and subject to a multitude of industry-specific rules and regulations. This affects life sciences companies their operations from raw materials sourcing and production to warehousing, distribution and retail. Indirect tax considerations are essential to all these supply chain functions and is therefore also impacted.

During our webinar, we will focus on the shift by life sciences companies from selling products to delivering innovative solutions or services, in order to create value for the health care system and ultimately for the patients.


Data protection: HR focus on EU General Data Protection Regulation (GDPR) implementation

Dbrief Legal

14 June 2019

Host: Nicolaas Vermandel

Presenter: Ivana Azzollini, Martin Doepner, Caron Gosling, and Julien Hick

After one year from the effective entry into force of the EU General Data Protection Regulation (GDPR) in May 2018, companies are facing the challenges of the implementation of such provisions in the HR environment. In this area, the GDPR leaves (under the perspective of common guidelines and goals) a wide space for local legislation to arrange for compliance, taking into account also labour law constraints. The topic requires a specific approach, both global and local at the same time, which may differ from the general GDPR implementation and may, in this respect have a huge impact on multinational groups processes and procedures. Leveraging on the broad experience accrued in this specific area, we'll discuss a comparative analysis among different countries (Belgium, Germany, Italy, and UK) on the main common issues to be considered:

  • Main labour law issues affecting GDPR implementation in HR.
  • Sensitive processes and data flows.
  • Critical areas and triggers.
  • Types of agreements to be entered into with HR-related service providers.

Join us to gain insights on how to manage and mitigate the risks and challenges in the GDPR implementation for your organisation.


Legal Risk Management: How does your organisation compare with the market? What does the future hold?

Dbrief Legal

29 May 2019

Host: Karina Mowbray

Presenter: Tom Brunt, Emily Cromwell, and Stephen Lucas

Managing legal risk has never been more important for global organisations. As the Legal function transforms, so too does the way in which it contributes to an organisation's risk management approach, playing a greater role than ever before. However what exactly constitutes legal risk, how should it be managed, and by whom? Towards the end of 2018, we surveyed general counsel and senior in-house lawyers to benchmark approaches to legal risk management. We then overlaid Deloitte Legal's experience to form a view about what the future holds. During this webcast, we'll discuss:

  • An overview of legal risk management and why it matters
  • The key findings from our global cross-industry survey
  • Our views on the future, including how technology will improve the management of legal risk

We invite you to join the conversation and learn how your organization can manage legal risk more effectively.


Brexit: Halloween extension

Dbrief Legal

21 May 2019

Host: Andreas Jentgens
Presenters: Christofer Mellert and Meera Patel

The UK did not leave the EU on 29 March nor on 12 April, but will possibly exit on 31 October 2019 (or earlier if the Withdrawal Agreement is accepted, or later if another extension is agreed or not at all). The future is still unclear and businesses in the UK and the EU27 are now having to adjust their planning to new Brexit dates. The latest extension has neither removed nor diminished the risks and uncertainty but has at least provided some additional time. This time should be used wisely. Businesses should act now and finalise or bolster their contingency measures to make their operations are as “Brexit-proof” as possible. There are still legal actions possible and some only became practicable again as a result of the extension. A cross-border merger would again be possible to move entities or assets from the UK to the EU27 or the other way around. We'll discuss:

  • The current Brexit situation.
  • The possible legal measures that can be finalised until the new exit date.
  • What are the next steps for businesses to brace for Brexit.

Gain practical insights from our legal specialists on the evolving situation and prepare your business for Brexit, whatever the outcome is.

Token issuance: Gain insight into the legal operating models around token issuance in the ICO and crypto market

Dbrief Legal

3 April 2019

Host: Clemens Petersen

Presenters: Sven Buschke, Martin Flisgen, Albrecht Kindler, Kathrin Rennertseder, and Osman Sacarcelik

Albeit the ICO and crypto market is in its post hype winter after the big collapse of crypto currencies and ICOs in 2018, a silver lining is noticeable with major regulators admitting first companies with crypto / token bearing products. With its market cap still being north of USD 135 bn. with plus 3000 different tradeable tokens, new products surface the markets as the likes of security token offerings (STOs). This new more mature wave of token models might have the potential to spur mass adoption and enter the corporation realms. As soon as the maturity of market increases after the 2018 dent, survivors are more likely to have sounder businesses, emerging custodial services can boost re-gained trust further. Companies start to act now as legal frameworks are establishing and competitors are prepping up and are thinking about entering this still infant type of financing/utility instruments face many challenging decisions in order to avoid mistakes driven by a fear of missing out. The entire lifecycle of token emissions needs to be taken into consideration, starting with the strategy, whether or not to issue tokens, the choice of the token type and the token design and execution of the offering. As this is highly regulatory driven and has a manifold of legal ramifications, a key determinant of the success of the token offering lies with the legal structure and set-up. What should be considered to help them take the right design decisions? In this Legal Dbriefs, we’ll discuss:

  • Market overview.
  • Token spectrum.
  • Regulatory challenges.
  • Tax structure.
  • Token design considerations.

Gain insight into the factors to consider whilst designing your legal operating model around token issuance. The topic should be of interest across business units, but with its focus on legal aspects in particular to general counsels and innovation teams of start-ups up to multinational companies, heads of operations for in-house legal functions, legal COOs, legal CFOs, and in-house legal practitioners.

Benefits and incentives given by European States: Making sure your company can keep them. A state aid primer.

Dbrief Legal

20 March 2019

Host: Hendrik Viaene

Presenters: Csaba Markus, Rafael Piqueras, and Wim Vandenberghe

Although the general prohibition on state aid and exemptions are part of the European Union rule books since 1958 and state aid spending is ever increasing, with approximately EUR 116.2 billion spent in 2017, for a long time, the European Union’s state aid rules were not on the radar of EU and non-EU companies. In the last few years, however, the European Commission is cracking down on state aid even more than before. This is why companies must be aware of state aid risks and think twice before accepting state subsidies, tax breaks, cheap land, R&D grants, etc. If they do not act diligently, companies may end up refunding the state aid, increased with a substantial recovery interest rate. In this session, specialists with a proven track record in ensuring compliance of subsidies with state aid rules and substantial litigation experience, including before the European Court of Justice, will:

  • Explain the basics of state aid (what is state aid, who are the stakeholders, what are the incentives).
  • Zoom in on the current issue of state aid and taxation (individual tax rulings, taxation schemes, way forward).
  • Describe approaches that can be undertaken in the area of R&D and government funding.
  • Discuss the impact of corporate restructuring in one/more EU Member State(s) on the eligibility for regional aid in other EU Member States.

Specialists from Brussels, Madrid, and Budapest will provide practical insights into this challenging area of law and guide you on how to manage state aid issues.

Legal Management Consulting: How to design and optimise your Legal Operating Model

Dbrief Legal

27 February 2019

Host: Karina Mowbray

Presenters: Tom Brunt, Meghann Kelley, and Lester Pereira

Companies face many challenging decisions in designing their Legal Operating Model. What should Legal functions be considering to help them take the right design decisions? We will discuss:

  • What do we mean by an Operating Model?
  • A representation of a typical Legal Operating Model.
  • Diagnosing the Operating Model. 
  • Design consideration 1: Building a service catalogue for an in-house Legal Function.
  • Design consideration 2: In-house v Outsource.

Gain insight into the factors to consider whilst designing your Legal Operating model. The topic should be of interest to General counsels at multinational companies, Heads of Operations for in-house Legal functions, Legal COOs, Legal CFOs, and in-house Legal practitioners.

Final settlement agreements between employer and employee: A comparative study

Dbrief Legal

5 December 2018

Host: Florence Theodose

Presenters: Marta Fernandez-Blanco, Jolin Song, Florence Theodose, and Pedro Breyner Ulrich

Final settlement agreements are appropriate in the employment relationship to minimize the risk of a claim from the employee. Each settlement agreement is unique because the circumstances of each case are different, and different jurisdictions have different limitations, groundings, and enforceability. This webcast will provide a comparative study among China, France, Portugal, and Spain. In particular, we'll discuss:

  • Definition of the settlement agreement and main difference with the mutual termination agreement.
  • Practical impacts on the settlement agreement on the employer-employee relationship.
  • Conditions for the settlement agreement to be valid.
  • Favorable social and tax treatment of the settlement indemnity paid to the ex-employee.

Learn more from employment law specialists to get a deeper understanding of how different legal framework works on final settlement agreements.

International dismissal of employees in a changing environment

Dbrief Legal

11 April 2018

Host: Nicolaas Vermandel

Presenters: Ivana Azzollini, Bart Colpaert, and Koen Fransaer

Companies often struggle with the dismissal of employees in an international perspective. They wonder about the cost associated with a dismissal in a given country, the formalities that need to be complied with, impact of legislative changes, etc. What important issues should HR leaders factor into their plans? We'll discuss:

  • Main findings of the 2018 international dismissal survey, which includes over 45 countries.
  • Insights on the related cost, the formalities per country, the balance of power between employer and labor courts regarding dismissal, derogative framework for managing directors.
  • The (changing) employment and dismissal landscape in a selected number of countries.
  • The need for a governance model regarding dismissal.

Gain insights into legal and practical issues potentially affecting multinational companies that seek to conduct international dismissal.

Data Protection: Practical aspects and concerns on key elements introduced by the EU General Data Protection Regulation (GDPR)

Dbrief Legal

14 March 2018

Host: Dr Julia Hilberg

Presenters: Marloes Dankert, Amalia Del Val, and Matthias Vierstraete

After nearly two years from the approval of the EU General Data Protection Regulation (GDPR) in April 2016, we are entering the final stretch of its effective entry into force, May 2018. The GDPR, as it has been discussed in former sessions, introduces significant material changes on some of the core concepts of data protection, as for example consent or information duty. Companies face additional requirements and severe penalties for non-compliance. Even though the deadline to comply with the new requisites introduced by the GDPR approaches, there still many companies that hesitate on how to implement the new elements in a way that would not negatively affect their business or supposes disproportionate efforts. The new obligations and characteristics introduced by the GDPR entail not only changes in the legal policies but also in organizational strategies and technical developments. Therefore, the interpretation of the new elements introduced by the GDPR has to be performed from a perspective in which requisites and obligations are balanced with the business strategies. We'll discuss:

  • New obligations of third parties and new requisites applicable to third parties contracts – how to deal with data processors negotiations and contracts under the GDPR new scenario.
  • Main changes in the implementation of consents and information – how those changes could be articulated on your current data protection policies.
  • New rights and data retention – how to deal with the answer to the new rights and data blockage/anonymization possibilities.

Hear from a Legal and Risk team of specialists to get a deeper understanding on the interpretation in practice of the key elements of the GDPR that may be determinant on your businesses and compliance strategies.

Macron ordinances: Significant revision of the French labor law

Dbrief Legal

14 February 2018

Host: Abdelmalik Douaoui

Presenters: Nathalie Pequiman and Florence Theodose

Ordinances reforming French employment law were issued on 23 September 2017, with a view to providing more security and more flexibility to work relationships between employers and employees, as well as simplifying some French employment law provisions. As part of these ordinances, we will discuss a number of measures impacting a wide range of employment law subject matters, including:

  • New rules governing the grounds of dismissals.
  • Statutory definition of the framework to assess the economic ground of dismissal, the elimination of the redeployment obligation abroad and the simplification of the redeployment offers.
  • Implementation of a scale to determine the amount of damages to be granted by the judges in case of a wrongful dismissal.
  • Reduction of the statute of limitation of court actions in case of claims for wrongful termination.
  • Possibility to enter into a collective bargaining agreement resulting into employees’ voluntary departures without application of the redundancy legislation.
  • Possibility to enter into a collective bargaining agreement to modify the employees’ contractual terms and conditions related to remuneration, working time, place of work, and job description.
  • Merger of the current staff representative bodies (Staff Delegates, Works Council, and Health and Safety Committee) into one single Social and Economic Committee (CSE).

Learn more to get practical ideas on how these ordinances will impact day-to-day work relationships in France.

Acquiring a distressed business under pre-insolvency or insolvency proceedings: "How to use" guide for investors in Europe

Dbrief Legal

13 December 2017

Host: Arnaud Pedron

Presenters: Jean-Pascal Beauchamp, Glenn Hansen, Marta Morales, Johannes Passas, and Arnaud Pedron

According to the European Commission, 50% of new businesses survive less than 5 years, causing 200,000 annual bankruptcies and the destruction of 1,700,000 jobs. However, the insolvency rates in the EU are falling in the last few years and the index of confidence of economic stakeholders published by the European Commission has recently reached its highest level for more than a decade. In this new favorable context, investors are more motivated for taking over distressed businesses, especially in some leading sectors. These takeovers prevent many companies from liquidation and thus contribute to save employment. We will provide to purchasers who contemplate to acquire a distressed company a "how to use" guide of the best practices in Belgium, France, Germany, Spain, and the UK, specifically:

  • Overview of the best practices and procedures.
  • In and out of court process.
  • Within pre-insolvency or insolvency situations.
  • Share deal or asset deal?
  • Step plan, key issues, specificities, and pros and cons of each practice.
  • Practical implications and challenges.

Hear from the specialists to get practical ideas on acquiring a distressed business.

Managing compliance risks in M&A transactions

Dbrief Legal

6 December 2017

Host: Dr. Markus Schackmann

Presenters: Dr. Sophie Luise Bings, Charlotte Edmead, Thomas Kirstan, and Dr. Markus Schackmann

Today, economic crime is gaining more and more attention to global regulators. Global players face fines of millions, even billions of dollars, for crimes committed within their sphere of responsibility. While at least the big companies have started to work intensely on their internal Compliance Management Systems, many of them have not yet thought about external compliance risks – resulting from business partners, joint venture partners, or M&A-targets. In this Dbriefs, we'll focus on external compliance risks resulting from M&A-targets with special insights on:

  • Why compliance due diligence should be exercised.
  • How compliance due diligence could be performed.
  • What impact red flags / findings could have on the deal structure.
  • Which possibilities you have to address red flags in M&A-contracts.

Gain insights and learn how corporate entities and executives can minimize liability risks.

Foreign investor's acquisition under the China's new foreign direct investment (FDI) Regulatory Scheme – New record-filing system

Dbrief Legal

30 November 2017

Host: Jie Zheng

Presenters: Hazel Fan and Ryo Lu

On 30 July 2017, the Ministry of Commerce of China issued the newly revised version of the Provisional Measures on Administration of Filing for Establishment and Change of Foreign Investment Enterprises. Under this revised version, the record-filing system, as a new regulatory system, was launched for acquisition of Chinese domestic enterprises by foreign investors, and the old approval system has been abolished. The process of acquisition by foreign investors is significantly simplified under the new record-filing system. We'll discuss:

  • Background of the new record-filing system.
  • Definition and forms of foreign acquisitions.
  • Scope of foreign acquisitions subject to the record-filing system and exceptions.
  • Impacts on foreign acquisitions.

Stay informed about the current developments and learn about what will become of foreign investment in China.

Insights from Deloitte's 2017 Human Capital Trends: Flexible employment in the gig economy

Dbrief Legal

5 October 2017

Host: Stijn Demeestere

Presenters: Fernando Bazan, Stijn Demeestere, Martin Doepner, Sashil Durve, Nathalie Pequiman, and Yves Van Durme

The Deloitte's Human Capital Trends 2017 shows that the future of work has arrived now. Companies can no longer consider their workforce to be only the employees on their balance sheet, but must include interim workers, freelancers, "gig economy" workers, and crowds. These on- and off-balance sheet workers are being augmented with machines and software. Further, both companies and employees are increasingly demanding flexibility in terms of rewards, working time, and work location. We'll discuss:

  • The concept of flexible resources, with focus on types of flexible resources, legal conditions, and points of attention.
  • The flexibilities that companies have to change their resources' function, location, and working time in order to meet changing demands.

Learn more to get practical ideas on how to shape the workforce of the future.

Non-performing loan (NPL) transactions in Europe: Key legal and financial aspects

Dbrief Legal

27 September 2017

Host: Andrei Burz Pinzaru

Presenters: Andrei Burz Pinzaru, Guerino Cipriano, Ingrid Dubordieu, Ignacio Echenagusia, Albrecht Kindler, and Will Newton

A number of banks in Europe are still experiencing high levels of non-performing loans (NPLs). These NPL levels have a negative impact on bank lending, internal resources, and capital constraints of a bank. The last two years we have seen a flurry of political and supervisory activities focused on tackling the overhang on NPLs in the European market which have led in disposals of loan portfolios by many banks. According to the "Transparency Exercise" of the European Banking Authority just over Euro 1 trillion of NPLs are still on bank's books in the Eurozone. We will give an overview about regulatory and political initiatives and discuss this with a focus on transaction specifics in Central Europe, Spain, Germany, Luxembourg, and Italy:

  • Deleveraging the European banking sector: outline of current regulatory and political initiatives.
  • Key legal issues in NPL transfer documentation in Central Europe.
  • Legal features of NPL acquisitions in Spain.
  • Legal due diligence in NPL deals in Germany: main aspects to be considered.
  • Structuring the acquisition: using Luxembourg securitization vehicles in NPL acquisitions.
  • Structuring NPL deals to maximize value extraction from an Italian perspective.

Enhance your understanding of the specific features and legal issues of NPLs in various key European countries that may impact your company.

Restrictive covenants and competition clauses in European employment contracts: A hindrance or protection?

Dbrief Legal

21 June 2017

Host: Fernando Bazan

Presenters: Petter Schjelderup, Tim Spellmann, and Eleanor Welch

Restrictive covenants are one of the only limitations on the freedom to provide services to workers. In order to keep such clauses valid and applicable, it is necessary to comply with a series of relevant legal requirements that may vary according to the jurisdiction in question. The difference between the validity or invalidity of a clause may be motivated by failure to comply with a statutory requirement. We will analyze the content of the restrictive covenants with special attention in the followings:

  • Analysis of the legal requirements.
  • Maximum terms.
  • Compensation requirements.
  • Types of restrictive covenants.
  • Application of the restrictive covenants in the different jurisdictions.

Learn and benefit from the experts to get practical ideas for employers dealing with restrictive covenants issues across a number of countries.

Global regulatory crisis management: New trends and future best practices

Dbrief Legal

24 May 2017

Host: Alex Schemmel

Presenters: Andrei Burz-Pinzaru, Joana Pereira Dias, Frank O'Toole, and Alex Schemmel

The regulatory framework for corporations and corporate executives is becoming more and more complex. With liability expanding from direct involvement in regulatory violations or criminal activities to indirect or circumstantial "complicity", there is an increasing tendency for regulatory authorities to not only focus on business entities, but also on "targeting" corporate executives. Business-driven integrity is what makes legally compliant behavior on the part of the company's management bodies and employees possible. While prohibition-driven compliance programs serve the purpose of avoiding punishment and are therefore often viewed as a hindrance or a cost center, the business-driven integrity approach aims at adding value and therefore, at achieving a competitive advantage. Which are the key elements of business-driven integrity and how can they support an effective regulatory crisis management? We'll discuss:

  • Introduction – the need for international risk management.
  • An integrated approach – managing "dawn raid" situations and internal investigations.
  • Market abuse: new European legislation and the need for compliance programs.
  • Fraud: an international perspective.

Hear from the inter-disciplinary team of experts about new trends and future best practices to have a better understanding of how to truly manage regulatory crisis situations, and thus minimize liability risks for corporate entities and executives.

Posted Workers Directive: New employers’ obligations across Europe

Dbrief Legal

29 March 2017

Host: Filip Van Overmeiren

Presenters: Ivana Azzollini, Sashil Durve, Pablo Santos Fita, and Marcin Sekowski

Directive 2014/67/EU is implemented in several European countries and will have high impact on companies’ international mobility plans and procedures across Europe. We will cover the main attention points with a special focus on the legal environment in targeted countries (Italy, Poland, Spain, The Netherlands, etc.):

  • Local labour conditions to be applied to seconded employees.
  • New secondment declarations / notifications.
  • New compliance requirements (social documents, contact person, etc.) and liability mechanisms.
  • Employers’ sanctions for non-compliance.

Gain insights from the experts and have a better understanding of your new liabilities as sending employer.

Brexit from the Legal perspective: Are you ready?

Dbrief Legal

21 March 2017

Host: Andreas Jentgens

Presenters: Cloe Barnils, Kim Chatterley, and Julia Sierig

Brexit will have a huge impact on a number of very important aspects of doing business within or with the UK. Strategic decisions need to be made by international businesses and organizations on how they should respond to the changing environment. Legal questions are at the core of the strategic implications and practical implications. What legal areas are impacted by the UK leaving the EU? How can companies prepare for “Brexit” turning into a reality? What challenges lie ahead? Have you identified and covered the risks and unlocked the opportunities that might arise? This Dbriefs will make “Brexit” tangible for you, by highlighting the following points:

  • Different scenarios for Brexit: What would a “hard” Brexit look like? Will the UK end up in a trade position (with the EU) like Norway or Canada?
  • Legal implications, for example:

- What consequences will Brexit have on certain legal forms or cross-border reorganizations?

- What restrictions on the free movement of workers are to be expected and how can multinationals prepare?

- Will the UK be a “third country” with regard to personal data and data protection?

  • Possible responses and implementation.

Gain insights on these issues and be prepared for the upcoming challenges.

Intercompany Contracts: BEPS and the increased importance of contractual documentation

Dbrief Legal

15 February 2017

Host: Willem Henckens

Presenters: Dulce Miranda, Richard Schmidtke, and Stefan Wilke

Following the publication of the final OECD Reports regarding BEPS Action 8-10 (Aligning Transfer Pricing Outcomes with Value Creation) and Action 13 (Transfer Pricing Documentation and Country-by-Country Reporting), intercompany contracts between related parties (IC Contracts) are the starting point of a transfer pricing analysis. However, IC Contracts can be ignored for transfer pricing purposes to the extent that they are not aligned with the conduct of the parties. We'll discuss:

  • The increased importance of IC Contracts in accordance with BEPS and its local implementation in various countries.
  • The urgent need for care and attention to the proper IC Contract drafting.
  • How the introduction of technology solutions can support the IC Contract creation and management.

Gain insights from experts and have a better understanding of the increasing importance of contractual documentation in the light of BEPS.

General terms and conditions in the digital era / 4.0

Dbrief Legal

15 December 2016

Host: Muriel Feraud-Courtin

Presenters: Joanna Dudek, Francesco Mirarchi, and Torsten Schmitz

Small print (general terms and conditions, "GT&C") has become more important for the 4.0 industry. While products and services are digitalized, the corresponding contracts are concluded in an automated way. The use of GT&C involves not only standard legal issues ("all-time favorites") but also innovative fields of application with new legal impact. Furthermore, country specifics need to be regarded before the background of the digital challenge. We'll discuss:

  • Incorporation of GT&C in supply agreements (Rome-I Regulation, Battle of the Forms, E-Commerce) – Germany.
  • Application of "old-fashioned" rules to the new digital environment – Italy.
  • GT&C for on-line sales with specific mentions – France.
  • Digital industry and new legal forms of entering into contractual relations – Poland.

Gain insights from the experts and understand the impact for your business and the need for change.

Control of executive remuneration by shareholders: Where are we today and what’s next?

Dbrief Legal

30 November 2016

Host: Antoine Larcena

Presenters: Anne-Sophie Blouin, Manuel Fernandez Condearena, and Alberto Gallarati

Executive remuneration has made the headlines in a number of countries over the past few years and further legislation may be under way in France and the UK where annual binding vote is now being considered. What do these trends mean for other European companies and their executives? With a special focus on the UK, France, Italy, and Spain, and comparison with other Northern-European countries, we’ll discuss:

  • Trends related to executive officers’ salary regulations.
  • The rights of the general shareholders’ meeting to obtain information on executives’ remunerations and to approve such remunerations.
  • Regulations on various types of companies including SMEs, listed companies, etc.
  • The UK has had an advisory vote on executive annual remuneration for nearly fifteen years and a binding vote on policy since 2013. We will discuss the impact so far and what other European countries may want to consider ahead of the implementation of the European Shareholders Rights directive which will give shareholders a say on pay in a way similar to the UK’s.

Learn from our experts on the constraints and good practices concerning executive officers remunerations in Europe.

EU General Data Protection Regulation: New challenges and opportunities

Dbrief Legal

22 September 2016

Host: Annika Sponselee

Presenters: Dr. Söntje Julia Hilberg, Dr. Sebastian Leder

After more than four years of debates throughout Europe, the EU Parliament finally passed the EU General Data Protection Regulation (GDPR) in April 2016. Beginning on 25 May 2018, the unified rules apply throughout the EU and introduce some material changes. Companies face additional requirements and severe penalties for non-compliance. Therefore, it is more important than ever to focus on the establishment of effective data protection measures. But this often called “burden” caused by the new regulation is only part of the story, there is more to be told about it. So far, many companies still hesitate to use their data in the best way for their business, i.e., to invest in new data-driven business models. One of the reasons often mentioned is the difficulty to evaluate and control the risks. The GDPR might change that in the future as it follows a risk-based and technical approach. Methodologies such as standardization and certification, as well as modern concepts, like “privacy by design” and “privacy by default”, will help mitigate risks. Therefore, the GDPR can also be seen as an “enabler” and as an opportunity to develop new strategies to optimize the use of data. We’ll discuss:

  • Main changes under the GDPR and “checklist to comply” – how you get ready for May 2018.
  • New business opportunities and “roadmap” – how you analyze and structure your potential.
  • Future prospects (Analytics show case) – how you might use your data in the future.

Hear from a team of experts to have a better understanding of the impact that the GDPR will have on the use of data in your businesses.

Collective dismissals in Europe: Legal and practical issues

Dbrief Legal

16 September 2016

Host: Stijn Demeestere

Presenters: Ivana Azzollini, Eric Guillemet, Klaus Heeke, and Pablo Santos Fita

Multinationals have recently been reshaping their business model or legal structure to increase efficiency, to reduce costs, or sometimes for tax reasons. Some of these changes may have a significant impact on personnel and involve relocations, or even collective dismissals and/or closures. With a special focus on Belgium, France, Germany, Italy, and Spain, we’ll discuss:

  • Threshold for a collective dismissal.
  • Subsequent phases of the collective dismissal procedure.
  • Best practices to plan a reorganization.
  • How to avoid the typical pitfalls during the information and consultation procedure.
  • Is the social plan always needed? What are the main components?
  • Points of attention when implementing the reorganization.

Gain insights from the experts and have a better understanding of collective dismissals and its impact.

Exit Provisions in M&A Transactions

Dbrief Legal

8 June 2016

Host: Piotr Sitarski

Presenters: Marcin Kozicki, Andrea Sciortino, and Dr. Michael von Rüden

Exit provisions in joint ventures or similar investment arrangements can be key and critical in the lifecycle of a joint investment, should certain events occur. There are many reasons why joint investment parties may wish to terminate their relationship: i) one party might want to sell its share to a third party; ii) the joint investment might have achieved its purpose; iii) the termination might be the result of a desired exit strategy (i.e., sale or IPO); or iv) one party might have severely breached the joint investment agreement or the parties ended up in a deadlock. Thoughtful and extensive exit mechanisms are therefore important and useful for all M&A participants, whether private equity and other financial investors, passive investors or minority shareholders. Unfortunately, it is common that parties neglect to adequately provide for exit clauses and yet this is often one of the main considerations. We’ll discuss:

  • Most common exit structures and rationales.
  • Reasons why one mechanism might be more appealing than another.
  • Practical examples and Hallmarks of Polish, German, and Italian case law.

Experts will share views on how to best plan and implement exit strategies.

Drafting Intercompany Agreements on Intangibles in the BEPS Environment: From a Legal Perspective

Dbrief Legal

19 May 2016

Host: Dulce Maria Miranda

Presenters: Richard Schmidtke, Maria Vidal, and Matthias Vierstraete

Action 8 of the OECD BEPS Action Plan aims to prevent base erosion and profit shifting by moving intangibles amongst group members. The final report addressing Action 8 imposes new compliance burdens on multinationals. What are the crucial legal aspects that you need to know to comply with the new requirements? We'll discuss:

  • Identification of intangibles and the drafting and reviewing of IP-related intercompany agreements.
  • Consideration of nature, objective, and territorial scope of the rights.
  • Explanation of the DEMPE concept as developed by the OECD for intercompany transfer pricing and its consequences on intercompany agreements.
  • Consistency between the contractual terms of the intercompany agreement and the actual conduct of the parties.

Hear from a cross-border team of experts and the combined approach of IP Legal and Tax to have a better understanding of the impact on businesses for the management of intra-group IP-related agreements.

Cross-Border Relocation of Companies within the EU: A Chance for Your Company? – Opportunities, Challenges and Potential Pitfalls

Dbrief Legal

11 May 2016

Host: Felix Felleisen

Presenters: Nikki Borgman, Andreas Knijpenga, Sylvain Lesaffre, and Heike Richter

In addition to cross-border mergers, the transfer / relocation of the statutory seat of a company from one EU Member state to another whilst simultaneously changing the legal form of the entity into a legal form of the recipient EU Member state has become a viable reorganisation option within the EU for international groups of companies. Such relocation of limited liability companies within Europe is a consequence of the freedom of establishment and ECJ case law, potentially offering tax benefits in comparison to cross-border mergers or other options like asset transfers and cross-border accretions. It may be an alternative to a potentially burdensome liquidation and formation of a new company. We’ll discuss:

  • General possibility of relocation within the EU.
  • Opportunities, challenges and potential pitfalls.
  • Practical experience with successful recent relocations in Germany, the Netherlands, Luxembourg, and Switzerland.
  • Tax treatment and potential benefits associated with relocations – avoidance of transfer taxes and in particular avoidance of Real Estate Transfer Tax.

Gain insights from the experts and have a better understanding of the opportunities offered by cross-border relocation.

Workforce-on-Demand: A New Era for Employment?

Dbrief Legal

12 April 2016

Host: Nicolaas Vermandel

Presenters: Fernando Bazan, Gijs Celis, Sashil Durve, Boris Emmerig, and Liesbeth Van Malderghem

Employment patterns have changed considerably over the past decade. Based on studies conducted by the International Labour Office of the UN, full-time, stable employment contracts represent less than one in four jobs and that fraction is falling. The standard employment model is less and less dominant. New technology and changes in the way enterprises organise production are key factors behind the shift in employment relationships and the spread of new forms of work. It may therefore not come as a surprise that the Deloitte Global Human Capital Trends 2015 survey also indicate that global HR managers regard workforce-on-demand as a key trend and priority. In view of these, legal and tax experts as well as HR consultants of Deloitte will address the following topics:

  • Workforce-on-demand – drivers, trends, and challenges.
  • Strategic elements such as work force planning, talent and engagement management, etc.
  • Legal and tax boundaries in Europe.
  • Governance structure, e.g., how to align HR, procurement, and business.
  • Quid recruitment, management, etc. – how to reward? Quid about performance management?
  • New forms of collaboration – crowdsourcing, virtual free lancers, etc.

Gain insights from the experts and understand how your company may manage these new trend and priorities.