Purpose of the training course
Providing an overview of M&A transactions, equipping participants with the professional knowledge and competencies required for the successful management and coordination of sale and acquisition processes. Upon completion of the training, M&A experts will have a comprehensive overview of the most frequent challenges relating to sales and acquisitions, major risks arising in due diligence reviews and business valuation, key transaction documents and negotiation points, as well as the practical management of the challenges and risks arising in the course of M&A transactions. Course participants will gain an insight into the legal structuring of transactions and obtain guidance on the typical practical issues in civil law, company law, labour law, and competition law. After the course, participants will understand the major risks, and the high-level impact of acquisitions, group restructurings from an accounting point of view (e.g. profitability, consolidated financial statements, KPIs etc.). The course will also include a high-level overview of the taxation-related challenges of M&A transactions (in the legal module).
Regional, interdisciplinary knowledge
PwC network firms within CEE regularly cooperate with each other on regional M&A transactions and advise Clients on financial, accounting, tax and legal aspects of such deals. Our training is based on our experts’ related international experience and multidisciplinary knowledge. During the training, we will present several areas, which are equally relevant in the whole CEE region (e.g. use of English law) while we will also outline some local, country-specific particularities within the M&A market.
Who is the training for?
Our training course is recommended for business owners and decision-makers who are planning a sale or an acquisition transaction, as well as for experts who work in the finance, tax and legal fields, especially for players in the investment, banking and capital markets sectors. Course participants will familiarise themselves with the legal, taxation and accounting aspects of M&A processes. The structure of the course allows participants to pick any specialised advanced module according to their scope of activities, following completion of an introductory foundation module.
Structure of the M&A expert manager training course
The three optional modules of the training series discuss the above topics in detail, as follows:
1. DEALS
16 September 2024 (9:00– 12:15 CET)
Types of M&A transactions, process, and transaction “map”
Parties to the M&A transaction, the role of advisers
Major documents associated with the M&A process (teaser, NDA, info memo, indicative bid, term sheet, binding bid, SPA)
Due diligence: purpose, process, possible outcomes, and common pitfalls
Pricing the transaction, main types of purchase price accounting, pros and cons
Transaction agreement, closing the transaction
Integration
Tutors:
- Marcell Dülk, Senior manager
2. TAX & LEGAL
23 September 2024 (9:00– 12:15 CET)
Structuring the transaction and viewing the process from a legal perspective: share vs. asset sale and purchase
Legal due diligence and its effects on the transaction
Main issues concerning the SPA: civil law and other problems
Common law background of the transactions: key English law considerations, terminology and their use in contracts
Competition law and compliance during transactions: confidentiality in due diligence, “clean teams,” reporting and consultation with the authorities
Labour law aspects: consultation with employees and representative bodies, and legal succession under labour law
National reporting and authorisation rules, specific procedures for regulated industries
High-level taxation-related challenges of M&A transactions (tax due diligence, structuring matters).
Tutors:
Hugh Owen, Head of Legal, CEE, Of Counsel M&A
Dr. Dániel Kelemen, LL.M. Attorney-at-law, Law Firm Member
János Faragó, Attorney-at-law, Law Firm Member,
Norbert Czilják, Senior Manager
Guest Speakers:
Anda Rojanschi, M&A Partner, D&B David si Baias (PwC Legal Romania)
Wojciech Trzcinski, PwC Legal Partner, Poland
Beata Kiedrowicz, PwC Legal Partner, Poland
Daniel Pikal, M&A Senior Attorney, PwC Legal Czech Republic
3. FINANCE AND ACCOUNTING
30 September 2024 (9:00 – 12:15 CET)
Overview of acquisition accounting
Accounting for acquisitions in the standalone financial statements
Accounting for acquisitions in the consolidated financial statements
Key accounting issues, tips and hints
Group reorganisations
Post-implementation matters
Tutor:
Roland Balogh, Director, Accounting Advisory, FCCA
- Registration fee:
650 EUR + VAT/person
When taking one module: 250 EUR + VAT/person/module
- Language of training:
English
- Venue: Online
- Training date, number of hours, schedule:
Module 1 - Deals: 16 September 2024 (9.00– 12:15 CET)
Module 2 - Tax & Legal: 23 September 2024 (9.00– 12:15 CET)
Module 3 - Finance and Accounting: 30 September 2024 (9.00– 12:15 CET)
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