Shareholders Agreements: Transactional and Litigation Risks

Transcription

1 U N I O N I N T E R N A T I O N A L E D E S A V O C A T S INTERNATION AL ASSOCI ATION OF LAWYERS U N I Ó N I N T E R N A C I O N A L D E A B O G A D O S Shareholders Agreements: Transactional and Litigation Risks 6 th Winter Seminar February 27 March 4, 2011 In cooperation with the ABA, Section of Litigation, International Litigation Committee ABA, Section of International Law St. Moritz, Switzerland Copyright all fotos: swiss-image.ch/andreas Badrutt, Giancarlo Cattaneo, Christian Perret, Christoph Sonderegger

2 Introduction Hurry register by December 5! Allegra dear Colleagues St. Moritz, located at 1856 m above sea level in the middle of the Alps in the Engadin lake landscape is one of the world's most famous holiday resorts: chic, trendy and exclusive with a cosmopolitan ambiance it offers the best from shopping to any winter sports activity (hiking, cross-country, skiing, curling, golf, horseback riding, etc.). The dry, sparkling "champagne climate" is legendary and the celebrated St. Moritz sun shines for an average of 322 days a year. If you wish to learn more visit We look forward to welcoming you for a most interesting seminar in St. Moritz. Although the seminar will take place in a luxury resort in high season with bob-sleigh, skeleton, and horse races ongoing we were able to assure availability of sufficient rooms at reasonable prices, provided registrations are made by early-december p.m. Opening Reception Opening Remarks Sunday, February 27, 2011 Christoph R. RAMSTEIN, Pestalozzi Attorneys at Law Ltd., Zurich, Switzerland, Member of the Organizing Committee am Welcome Monday, February 28, 2011 Nuts and Bolts of Shareholders Agreements Required and Ideal Terms to Protect Shareholders Moderator: Christoph R. RAMSTEIN, Pestalozzi Attorneys at Law Ltd., Zurich, Switzerland Marco TESSERA CHIESA, Pavesio e Associati, Turin, Italy Franz SCHUBIGER, Pestalozzi Attorneys at Law Ltd., Zurich, Switzerland Bradley J. RICHARDS, Haynes and Boone LLP, Houston, TX, U.S.A. Lucio COLANTUONI, Colantuoni, Allegri & Coll, Savona, Italy pm Terms that Lead to Lawsuits C. Ryan REETZ, Squire Sanders & Dempsey LLP, Miami, FL, U.S.A. Enrica SENINI, Studio Legale Senini, Brescia, Italy Michal BARLOWSKI, Wardyński i Wspólnicy sp.k., Warsaw, Poland am Third Party Rights Tuesday, March 1, 2011 Validity and Enforceability of Shareholders Agreements Moderator: Winfried F. SCHMITZ, Schmitz Anwaltsbüro, Düsseldorf, Germany Christiane DE SENARCLENS, Lalive, Geneva, Switzerland Stefano DINDO, Studio Legale Dindo, Zorzi e associati, Verona, Italy pm Third Party Litigation John KAHLKE, Koch Christensen, Copenhagen, Denmark Isabel VON FLIEDNER, Python & Peter, Geneva, Switzerland

3 Wednesday, March 2, 2011 Key Issues in Tax, Immigration, Employment and Intellectual Property Arising out of Shareholders Agreements am Tax and Intellectual Property Issues Moderator: Bradley J. RICHARDS, Haynes and Boone LLP, Houston, TX, U.S.A. Marcus HIERL, KPMG, Frankfurt am Main, Germany Marco E. VITALI, Pestalozzi Attorneys at Law Ltd, Zurich, Switzerland Abdulraouf M. GAROUB, The Law Firm of Majed M Garoub, Jeddah, Kingdom of Saudi Arabia Horst BECKER, Ariathes Rechtsanwälte, Munich, Germany pm Immigration and Employment Issues Laura DEVINE, Laura Devine Attorneys LLC, London, United Kingdom Bruno BLANPAIN, Marx Van Ranst Vermeersch & Partners, Brussels, Belgium George MELVILLE JOHNSON, Melville Johnson PC, Atlanta, GA, USA Thursday, March 3, 2011 Derivative Actions and Class Actions Arising out of Shareholders Agreements. Arbitrating controversies arising out from shareholders agreements am Shareholders Lawsuits Moderator: Enrica SENINI, Studio Legale Senini, Brescia, Italy Bruce W. LEPPLA, Lieff Cabraser Heimann & Bernstein LLP, San Francisco CA, U.S.A. Mark C. HILGARD, Mayer Brown LLP, Frankfurt am Main, Germany Paul CONVERY, Mason Hayes + Curran, Dublin, Ireland Daniele DE BENEDETTI, Studio Benessia Maccagno, Turin, Italy pm Class Action Lawsuits and Arbitration Christopher KENDE, Cozen O Connor, New York, NY, U.S.A. Alberto PIERGROSSI, Piergrossi Studio Legale, Milan, Italy Francisco RAMOS, Ramos y Arroyo, Barcelona, Spain Bengt KÄRDE, DLA Nordic, Stockholm, Sweden 7.30 p.m. Closing Dinner Friday, March 4, 2011 Ethical Duties in the Context of Shareholders Agreements (Lawyers, Shareholders Officers and Directors) am C. Ryan REETZ, Squire Sanders & Dempsey LLP, Miami, FL, U.S.A. Ginger BUSBY, Burr & Forman LLP, Birmingham, AL, U.S.A Review of the Seminar, Concluding Remarks

4 Organizing Committee Louis F. BURKE, Esq. Past President of the UIA Litigation Commission and Past Co-Chair of the ABA Committee on International Litigation, Member of the Organizing Committee, Member of the UIA Executive Committee Louis F. Burke PC 460 Park Avenue New York, NY 10004, USA Tel: , Fax: Bradley J. RICHARDS, Esq. Former National Vice-President of UIA for the USA Haynes and Boone LLP 1221 McKinney Street - Suite 2100 Houston, TX , USA Tel: , Fax: brad.richards@haynesboone.com Enrica SENINI, Esq. Second Vice-President of the UIA Litigation Commission Studio Legale Senini Via Solferino Brescia, ITALY Tel: , Fax: e.senini@senini.biz Christoph R. RAMSTEIN, Esq. Pestalozzi Attorneys at Law Ltd. Loewenstrasse, Zurich, SWITZERLAND Tel , Fax: christoph.ramstein@pestalozzilaw.com Winfried F. SCHMITZ, Esq. Schmitz Anwaltsbüro Königsallee Düsseldorf, GERMANY Tel: , Fax: Winfried.schmitz@schmitzlaw.de General Information This seminar, organized by the UIA, with the support of the ABA, Section of Litigation, International Litigation Committee, the ABA, Section of International Law (collectively the "Organizers"), is open to all lawyers, whether or not they are members of the UIA or the ABA. Accompanying persons, children and friends are most welcome to join as well. The Organizers will try to arrange attractive rates with respect to ski passes. Dress Code: Extremely casual (jeans and even cowboy boots, ski suits etc. allowed). Closing dinner: Coat & tie, evening dress. EXCLUSION OF LIABILITY, RELEASE AND ASSUMPTION OF RISK The Organizers may at any time, with or without giving notice, in their absolute discretion and without giving any reason, cancel or postpone the training session, change its venue or any other published details. The Organizers are not responsible for information, pricing, and related data furnished by the Hotel. Accommodation is to be booked directly with the Hotel indicating the reference: "UIA Winter Seminar". The Organizers are not a tour operator or agent. Note that skiing is a dangerous sport, and accidents causing serious harm or death may happen. The Organizers, their respective officers, representatives and agents are not responsible for death, personal injury, psychological trauma, loss or damage (including property damage) howsoever arising from the participation in or attendance at the event, except to the extent prohibited by law. All participants attend at their own risk and expressly release the Organizers, their respective officers, representatives and agents from any liability.

5 SEMINAR VENUE Crystal Hotel Via Traunter Plazzas St. Moritz, Switzerland T F web: SEMINAR REGISTRATION FEES Early Bird Before 5/12/2010 (Euros) Standard from 6/12/2010 Speaker fees Full Course Young Lawyers (under 35)* Accompanying Person** Monday to Wednesday Young Lawyers (under 35)* Accompanying Person** Wednesday to Friday Young Lawyers (under 35)* Accompanying Person** Registration fees include the participation to the seminar, seminar papers on CD Rom, morning breakfast, fruits, juice and coffee in the morning and refreshments in the evening, as well as an opening reception on February 27 (full course and Monday to Wednesday registrations only) and the celebration dinner on March 3, 2011 (full course and Wednesday to Friday registrations only). * Please attach proof of age to the registration form. ** Children under 18 are free of charge (excluding closing dinner). VISAS Any person, who would like to receive a visa invitation letter to attend the seminar, should register and pay their registration fees during the early bird rate to ensure there is enough time to obtain a visa. Only then it will be possible to benefit from a reimbursement in case the visa is refused.* - ** Should we only receive your registration after the early bird deadline, only 50% of the registration fees will be reimbursed. In case your visa will be delivered after the date of the seminar, there will be no reimbursement. * 100% refund of the amount paid minus 50 (administrative costs). ** We need to receive proof of refusal before we proceed with the reimbursement. LANGUAGES The seminar will be in English. There will be no simultaneous translation. ITINERARY There are several ways to get to St. Moritz: - By car - By train: Zurich airport- Zurich Chur- St. Moritz (approx. 3,5 to 4 hours and 120 CHF) - By plane: the closest airports are Zurich and Milan Bergamo. (There are also direct flights from Zürich, Geneva, Basel, Milan and Munich to Engadin Airport St. Moritz). Transfers: Crystal hotel airport transfer: Zurich- St. Moritz: 750 CHF / Milan, Bergamo St. Moritz: 750 CHF (max 3 pers.) Crystal hotel train station transfer: St. Moritz hotel: free of charge Hauser s hotel train station transfer: St. Moritz hotel: 5 CHF Laudinella hotel train station transfer: St. Moritz hotel: free of charge

6 HOTEL ROOM RESERVATION A limited number of rooms have been pre-booked, at a preferential rate (per room), at the hotels here below. Reservations should be made directly as soon as possible through the hotel. At this purpose, please: Crystal Hotel Via Traunter Plazzas St. Moritz T F stay@crystalhotel.ch Feb. 27 March 5, 2011 (6 nights) Classic Single room: 1653 CHF Classic Double room: 2166 CHF Superior Single room: 1995 CHF Superior Double room: 2508 CHF Junior Suite small Single room: 3021 CHF Junior Suite small Double room: 3534 CHF Junior Suite large Single room: 3591 CHF Junior Suite large Double room: 4104 CHF Should your stay involve other dates, please contact the hotel regarding the prices. Deadline room block: Dec. 5, 2010 Jan. 2, 2011 Jan. 16, 2011 Hauser s Hotel Via Traunter Plazzas St. Moritz T F relax@hotelhauser.ch Hotel Laudinella Via Tegiatscha St. Moritz T F info@laudinella.ch Standard Single room: 185 CHF Standard Double room: 370 CHF Superior Double room: 400 CHF Deadline room block: Dec. 1, 2010 Standard Single room : 230 CHF Standard Double room : 380 CHF Deadline room block: Jan. 26, 2011 UIA T F uiacentre@uianet.org