In Germany it is not so well established, but it is being used more and more. Statistics show that last year around one fifth of all M&A transactions in Germany had Warranty and Indemnity (W&I) insurance1 . It is mainly used on bigger deals, because fees are quite high, usually 2 per cent of transaction […]
In the recent real estate deal I just mentioned, there was environmental issue because no one knew if there was something in the soil. The seller didn’t want to give guarantees, but the buyer wanted guarantees for the issue. We took the insurance to allow the buyer to buy without concern. We also see tax […]
We will see it more often in the future. M&A insurance is already very well developed in the US, and they have certain standards that we don’t in Europe. If you work with an insurance company, you have to follow their rules in the due diligence process, so it will raise the standards of mid-market […]
BRAZILIAN SECURITIES COMMISSION (“CVM”) AND BRAZILIAN ASSOCIATION OF FINANCIAL AND CAPITAL MARKETS ENTITIES (“ANBIMA”) – NEW INVESTMENT FUND SUPERVISION IMPROVEMENT On June 26th 2018, an Agreement was signed between the Brazilian Securities Commission (“CVM”) and the Brazilian Association of Financial and Capital Market Entities (“ANBIMA”) to establish the rights and obligations of each entity with […]
MANUAL ON OPENING OF AFFILIATE IN BRAZIL BY FOREIGN COMPANIES – DEPARTMENT OF BUSINESS REGISTRY AND INTEGRATION (“DEPARTAMENTO DE REGISTRO EMPRESARIAL E INTEGRAÇÃO” -“ DREI”) On July 1st 2018 a new Manual was published on the website of the Department of Business Registration and Integration (“DREI”) establishing rules and procedures that must be observed by […]
“CONFAZ” AGREEMENT Nº 51/18 – EXTENSION OF DEADLINES The aforementioned “CONFAZ” Agreement, published on July 10th, 2018, modified part of the “CONFAZ” Agreement No. 190/17, mainly as regards the extension of the deadlines for the States to fulfill the obligations necessary for the proper remission of credits resulting from VAT (“ICMS”) tax benefits, determining the […]
Virtual Round Table Series M&A Working Group 2017 What is your ‘best practice’ approach to managing the contract process to ensure smooth deal completion? On the subject of timeframes, we find the content of documents such as NDAs or LOIs is very important. There should always be clear timescales listed. Are there any particularly important […]
Virtual Round Table Series M&A Working Group 2018 What are some of the negotiation approaches that are most likely to achieve a deal in your jurisdiction? Germans like honesty, we are very direct. Last week, I had a negotiation with a US firm and nobody would give their real opinion. Everybody was beating around the […]
Virtual Round Table Series MedWorld Advisors 2017 What does the M&A landscape look like in your jurisdiction? The healthcare sector in Germany is quite vibrant right now with plenty of activity. We are seeing certain valuations up to 10 or 12 times EBITDA, particularly for good mid-sized deals. A lot of investors concentrate on healthcare […]
STATE OF SÃO PAULO – REIMBURSEMENT OF THE VAT (“ICMS”) PAYMENT OVERPAID IN TAX SUBSTITUTION – REFUSAL – JUDICIAL PRECEDENTS Although the Federal Supreme Court (“Supremo Tribunal Federal ” ) has decided since 2016 that taxpayers have the right to obtain reimbursement of the VAT (“ICMS”) tax overpaid in the tax substitution regime, the State […]
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While setting the manner of representation a company, clients often require that the four-eyes principle should apply; it means that the company is always represented by e.g. at least two executives. (Not only) if a company has only one statutory body member (e.g. one executive), a possibility of inclusion of both an executive (a statutory […]
