5th Annual European Forum on Global FDI Reviews - WEB

11–12 June 2024

Renaissance Brussels Hotel

5th Annual European Forum on

GLOBAL FDI REVIEWS

Europe’s leading gathering of practitioners and corporate executives

GOVERNMENT SPEAKERS

Thomas Ernoult

Head of the Foreign Direct Investments Screening Unit

Ministry of Economy, Finance and Industrial and Digital Sovereignty, France

Damien Levie

Head of Tech & Security, FDI Screening Unit, DG Trade European Commission

Paul Rosen

Assistant Secretary of the Treasury, Office of Investment Security U.S. Department of the Treasury

STAY ON FOR POST-CONFERENCE STRATEGY SESSION

Inside the Most Complex, High Stakes Challenges Affecting Multi-Jurisdictional Scope Analyses and Filings

Unlike other events, you will connect with the “who’s who” from the UK, Germany, France, Belgium, Spain, Italy, The Netherlands, the U.S. and more for strategic insights on:

“ Aligning Your Strategic Advice with the Anticipated Impact of the EU Commission’s New Security Initiatives

“ Comparing and Contrasting UK and EU Screening Frameworks — and Their Interplay

“ Merger Control, FDI Transactions and FSR

“ Foreign Subsidies Regulation – The Aftermath of New Investigation and Enforcement Tools

“ The New Reality of CFIUS Reviews, US Outbound Investment Controls and Their Likely Effects on European and UK FDI Regimes

Plus a Corporate Executive Panel on:

y Assessing Risk and Positioning the Transaction for Deal Approval

Supporting Sponsors

Associate Sponsor

Navigating Emerging, Complex National Security Reviews across Member States, the UK and the US

The review of foreign investments has evolved significantly in the EU, UK and globally in recent years.

Three main trends for companies to be aware of in relation to enforcement of FDI rules and how they affect their investments:

 Do expect an increasing interaction between Member States and their national governments in relation to FDI

 Do expect to see new FDI regimes come into force, or further expansion of existing regimes

 Do not expect full harmonization of FDI rules or a one-stop shop mechanism in the EU

Join C5’s 5th European Forum on Global FDI Reviews, taking place in Brussels 11 & 12 June 2024 to delve into the critical changes affecting professionals working in foreign direct investment screening regulations.

Don’t miss out on the most trusted Foreign Direct Investment Review Forum in Europe, where we gather the foremost practitioners, corporate executives, government officials, legal and consulting professionals. Hear insightful and lively discussions on the future of European & Global FDI screening regulations right after the European Parliament election this June as well.

Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation.

ACI certifies this activity has been approved for CLE credit by the New York State Continuing Legal Education Board.

ACI certifies this activity has been approved for CLE credit by the State Bar of California.

ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request.

For more information on ACI’s CLE process, visit: www.AmericanConference.com/ Accreditation/CLE

With conferences in the United States, Canada, Latin America and Europe, the C5 Group of Companies: American Conference Institute, the Canadian Institute, and C5 Group, provides a diverse portfolio of conferences, events and roundtables devoted to providing business intelligence to senior decision makers responding to challenges around the world.

Don’t miss the opportunity to maximise participation or showcase your organisation’s services and talent. For more information please contact us at: SponsorInfo@C5-Online.com

FACULTY

Conference Co-Chairs

Dr Petra Linsmeier Partner

Gleiss Lutz, Germany

Alastair Mordaunt Partner

Freshfields Bruckhaus Deringer, United Kingdom

Government Speakers Include:

Thomas Ernoult

Head of the Foreign Direct Investments Screening Unit Ministry of Economy, Finance and Industrial and Digital Sovereignty, France

Martin Farley Legal Services European Commission

Damien Levie

Head of Tech & Security, FDI Screening Unit, DG Trade European Commission

Paul Rosen

Assistant Secretary of the Treasury, Office of Investment Security U.S. Department of the Treasury

Distinguished Faculty

Dr Jan Bonhage Partner

Hengeler Mueller, Germany

Scott Boylan Partner StoneTurn, United States

Pedro Callol Partner

Callol, Coca & Asociados, Spain

Andrea Carreri Partner LCA, Italy

Dr Adina Claici

Managing Director Berkeley Research Group, Belgium

Dr Jana Dammann de Chapto Partner

Latham & Watkins LLP, Germany

Sven De Knop Partner

Sidley Austin, Belgium

Pierre-Antoine Degrolard Counsel

Gide Loyrette Nouel A.A.R.P.I., France

Pascal Dupeyrat Strategic Advisor Relians, France

Laurent Eymard Managing Director Berkley Research Group, Belgium/France

Pablo Figueroa Partner

Pérez-Llorca Law Firm, Spain

Ross Ferguson Partner

Simpson Thacher & Bartlett LLP, United Kingdom

Robert Friedman Partner

Holland & Knight LLP, United States

Christopher Graf Partner

Dentons LLP, United Kingdom

Christine Graham Special Counsel Cooley, United Kingdom

Ellen Harte Director

FGS Global, Germany

Dr. Johannes Hertfelder Partner

Gleiss Lutz, Germany

Jason Hewitt European Counsel

Skadden, Arps, Slate, Meagher & Flom (UK) LLP, United Kingdom

Paul Johnson Partner Baker McKenzie, Belgium

Nicole Kar Specialist Adviser BEIS Sub-Committee on National Security and Investment Department of Business and Trade, United Kingdom

John Messent Counsel

Cleary Gottlieb Steen & Hamilton LLP, United Kingdom

Anna Mitchell Partner

Linklaters, United Kingdom

Kristina Nordlander Partner

Allen & Overy, United Kingdom

Vincent Power Partner

A&L Goodbody LLP, Ireland

Maria Anais Rossi

Head of Economic Sanctions Compliance Eni SpA, Italy

Dr Hubert Klinger

Senior Competition Counsel Siemens, Germany

Dr Leonard von Rummel Counsel

Blomstein, Germany

Dr. Falk Schöning Partner

Hogan Lovells, Belgium

Nigel Seay Partner

Travers Smith LLP, United Kingdom

Allison Soilihi Partner

Morgan, Lewis & Bockius LLP France

Julie A. Soloway Partner

Blake, Cassels & Graydon LLP, Canada

Rikke Sonne Director, attorney-at-law

Accura Law Firm, Denmark

Stephanie The Partner

De Brauw Blackstone Westbroek, The Netherlands

Antonia Tzinova Partner

Holland & Knight LLP, United States

Florian Wessel Counsel

Weil, Gotshal & Manges LLP, Germany

Marc Wiggers Partner

Loyens & Loeff, The Netherlands

8:00 Registration and Networking

9:00

Co-Chairs’ Opening Remarks

Microphone-alt Dr Petra Linsmeier, Partner, Gleiss Lutz, Germany

Alastair Mordaunt, Partner, Freshfields Bruckhaus Deringer, United Kingdom

9:10

FDI Enforcement Trends Around the Globe: Taking Stock and Looking Ahead

Microphone-alt Nicole Kar, Specialist Adviser BEIS Sub-Committee on National Security and Investment, Department of Business and Trade, United Kingdom

Dr Jana Dammann de Chapto, Partner, Latham & Watkins LLP, Germany

Allison Soilihi, Partner, Morgan, Lewis & Bockius LLP, France

We have seen the first few cases in Europe where FDI decisions by a national regulator have been challenged in court. What trends are we seeing so far and the lessons learned?

• Analysing the increased interaction between Member States via the EU screening mechanism and whether such information exchange and interaction leads to more FDI filings/investigations

• Examining recent developments in Europe – what new FDI regimes will come into force, or further expansion to existing regimes? What will this mean in practice?

• Determining the recent European Commission economic strategy and its proposed changes to the EU FDI regulation

• Reviewing recent court decisions, including:

» BMWK’s prohibition of the acquisition of PCK Raffinerie GmbH

» BMWK’s prohibition of the acquisition of the German medical device manufacturer Heyer Medical AG

» Italian government prohibited acquisition of Microtecnica

» Recent Xella decision by the European Court of Justice

• Will there be a reduction in regulatory hurdles as FDI Regimes continue to evolve and as courts continue to scrutinise the substantive review, commitments and procedural rights? 10:00

Germany, France and the UK: Comparing and Contrasting Screening Frameworks and Their Interplay

Microphone-alt Thomas Ernoult, Head of the Foreign Direct Investments Screening Unit, Ministry of Economy, Finance and Industrial and Digital Sovereignty, France

Falk Schoning, Partner, Hogan Lovells, Belgium

Jason Hewitt, European Counsel, Skadden, United Kingdom

Ellen Harte, Director, FGS Global, Germany

Pierre-Antoine Degrolard, Counsel, Gide Loyrette Nouel

A.A.R.P.I., France

This three-part session will compare and contrast how FDI regulations are applied across different jurisdictions, what has changed in the last 12-months, and what’s around the corner and how to navigate the nuances of varying regimes

Germany

• The latest developments, such as perception of Chinese investors, newly introduced filing fees and details on the planned FDI Act

• What can we anticipate in the new law?

• How will this converge over the different jurisdictions?

France

• The latest expansion of the French FDI regime, such as the extension of the scope of covered investments, the extension of the scope of covered activities, the simplification and limitation of the scope of French FDI exemptions

UK

• Gain insight into the latest developments of the National Security and Investment Act and what might be coming around the corner since the Call for Evidence closed on 15 January 2024, such as:

» Exempting certain internal restructurings from the NSIA regime

» Amending the scope of certain of the 17 sensitive areas of the economy subject to mandatory notification requirements

» Adding sectors subject to mandatory clearances

» Improving the NSIA notification and assessment process

» Updates on the UK Government’s public NSIA guidance

11:45

Merger Control & FDI Transactions Outlook

Microphone-alt Christine Graham, Special Counsel, Cooley, United Kingdom

Julie Soloway, Partner, Blake, Cassels & Graydon LLP, Canada

Anna Mitchell, Partner, Linklaters, United Kingdom

Marc Wiggers, Partner, Loyens & Loeff, The Netherlands

Laurent Eymard, Managing Director, Berkley Research Group, Belgium/France

Companies should note that antitrust agencies are taking jurisdiction over a broader range of transactions that would have historically escaped scrutiny and are aggressively enforcing violations. Not only is the number of filing obligations increasing, but the reviews themselves are becoming more challenging. Not to mention new regimes such as the EU foreign subsidy regime and other potential reforms such as outbound investment screening are set to create even more complexities.

• Examining if a filing is necessary: Voluntary versus cautionary filings

• Where do you file: Which jurisdictions require a filing, and exploring multi-jurisdictional filings

• Determining the filing jurisdiction(s)

• Analysing the member countries’ power to review, or not review

• Cooperation agreements

• How to streamline the costs

• Quick, efficient ways to reduce regulatory friction?

• Assessing how long will the review take and the associated risk to the transaction

• Determining what kind of security supply is needed

12:45

Networking Luncheon

13:45

Corporate Executive Insights on FDI Reviews: Assessing Risk and Positioning the Transaction for Deal Approval

Microphone-alt

Moderator:

Robert Freidman, Partner, Holland & Knight LLP, United States

Maria Anais Rossi, Head of Economic Sanctions Compliance, Eni SpA, Italy

Dr Hubert Klinger, Senior Competition Counsel, Siemens, (Germany)

Senior corporate executives will walk you through the most pressing, complex FDI challenges that come across their desks. Topis will include:

• What to incorporate into the advanced planning to avoid unexpected impacts

• Managing costs while ensuring compliance

• Ensuring that you are factoring in local FDI screening timeframes into your global M&A deal strategy

• Implementing a clear foreign investment review strategy to facilitate timely approval of transactions consistent with deal objectives

• Identifying which process oversights can lead to a review being aborted, prohibited or cleared with commitments

• Finding efficiencies and best practices for reducing the risk of delays during the review process

14:45

A Closer Analysis of Transactions Involving Emerging Technologies and Critical Sectors: Multi-Jurisdictional Perspectives on the New Factors Affecting Submissions — from Semiconductors to AI

Moderator: Scott Boylan, Partner, StoneTurn, USA

Microphone-alt Kristina Nordlander, Partner, Allen & Overy, United Kingdom/ Belgium

Nigel Seay, Partner, Travers Smith LLP, United Kingdom

John Messent, Counsel, Cleary Gottlieb Steen & Hamilton LLP, United Kingdom

This session will examine how different Member States evaluate and scrutinise transactions involving emerging and critical technologies and materials. Delegates will gain real-world takeaways on how these transactions may be handled differently, how timelines will be affected, and in the ramifications for investments in emerging technology sectors, including:

• Military application, including dual-use

• Autonomous driving / unmanned aircrafts

• Satellites

• AI and quantum computing

• Cybersecurity

• Semiconductors

• Critical minerals and agriculture

15:30

Networking Break

15:45

A Year in Review — The Impact of Foreign Subsidies Regulation: Practitioners Share Their Experiences with New Investigation and Enforcement Tools

Microphone-alt Martin Farley, Legal Services, European Commission

Chrisopher Graf, Partner, Dentons, United Kingdom

Dr Adina Claici, Managing Director, Berkeley Research Group, Belgium

The European Commission implemented its Foreign Subsidies Regulation (FSR) as an enforcement tool to intervene in transactions that distort the competition market. Now one year on - how effective has this regime been?

• Exploring which types of M&A transactions have been investigated

• How has the Commission assessed if the businesses operating in the EU have been backed by foreign subsidies

• What specific aspects to mind for in the context of PE-sponsored transactions

• How has the Commission evaluated whether there has been distorted competition in the internal market

• Examining how the Commission has imposed redressive measures, blocked deals / public awards and even dissolved concentrations already concluded

16:45

Breakout Roundtable Discussions

Your opportunity to drive the conversation! During these smaller group discussions and networking sessions, delegates are invited to join a small group discussion table of their choice to unpack real-world instances of how remedies are being applied to transactions, from a variety of perspectives. Delegates are encouraged to bring their experiences to the table for a facilitated constructive conversation.

Table One: Merger Controls, FDI and FSR

Microphone-alt Paul Johnson, Partner, Baker McKenzie, Belgium

• Navigating the three new layers of complexity for companies in the EU to consider

» New approach to the EU’s merger control referral mechanism together with the ex-post review of transactions

» Needing to undertake a complete FDI assessment, covering now almost all EU Member State jurisdictions

» Dealing with FSR now the EU Commission is able to review transactions in which the purchaser has benefits from foreign subsidies

Table Two: FDI Remedies Across European Jurisdictions

Microphone-alt Pablo Figueroa, Partner, Pérez-Llorca Law Firm, Spain

• What types of remedies are being imposed and in which jurisdictions?

• How common are these in such jurisdictions and what is the justification?

Table Three: The Latest Commitment Strategies Emerging Across Multiple FDI Regimes

Microphone-alt Rikke Sonne, Director, attorney-at-law, Accura Law Firm, Denmark

• Examining how thresholds and requirements might vary depending on the size of the stake acquired, the assets and target revenues along with other means of effective control

• Treatment of asset deals, IP transfers and green field investments

• Which regulations come into play during the transaction and after?

• Special considerations for preparing transaction documents when risk is being transferred from one party to another

17:30 End of Day One

DAY TWO 12 June 2024

8:30 Registration and Networking

8:55

Co-Chairs’ Opening Remarks

9:00

Interview with the EU Commission and Audience Q&A: Updates on the New Initiative to Strengthen Economic Security

Microphone-alt Damien Levie, Head of Tech & Security, FDI Screening Unit, DG Trade, European Commission, Belgium

Interviewer:

Dr Jan Bonhage, Partner, Hengeler Mueller, Germany

On January 24, 2024, the European Commission published a communication on European economic security: an introduction to five new initiatives. Join us to hear directly from the European Commission about these initiatives, where they are six months on, and how the strategy is working.

9:45

Italy, Spain, the Netherlands, and Ireland: Comparing and Contrasting Screening Frameworks and the Latest Developments

Microphone-alt Andrea Carreri, Partner, LCA, Italy

Pedro Callol, Partner, Callol, Coca & Asociados, Spain

Stephanie The, Partner, De Brauw Blackstone Westbroek, The Netherlands

Vincent Power, Partner, A&L Goodbody LLP, Ireland

This four-part session will compare and contrast how FDI regulations are applied, what has changed in the last 12-months, and what’s around the corner and how to navigate the nuances of varying regimes

Italy

• Hear the latest developments and details of the Golden Power regime, such as the expansion of FDI Controls to transactions in which the acquirer or ultimate beneficial owner is an Italian or EU person, the adoption of the pre-notification procedure

Spain

• The new Spanish FDI regulations; gain clarity on the amendments to the existing screening mechanisms, such as:

» The legal term to undergo Screening Mechanisms is reduced from six to three months; the new exemption regime based on the business activities each target carries out; new screening framework for Defence FDIs

Netherlands

• The Vifo Act: Amid the first year review of the Dutch foreign direct investment screening regime, how is the regime working/not working? Where are the gaps, are there changes coming down the line, including for transactions involving semiconductor technology and a new sector specific regime in relation to the defence industry?

Ireland

• Overview of the legislation from the newest Foreign Investment Screening Regime

Microphone-alt Paul Rosen, Assistant Secretary of the Treasury, Office of Investment Security, U.S. Department of the Treasury

Moderated by:

Antonia Tzinova, Partner, Holland & Knight LLP (USA)

12:15

Closing Remarks from the Co-Chairs Conference Concludes

POST-CONFERENCE STRATEGY SESSION

13:00–16:30

Inside the Most Complex, High Stakes

Challenges Affecting Multi-Jurisdictional Scope Analyses and Filings: Practitioners Discuss the LesserKnown Considerations that Can Delay or Derail the Processes

Microphone-alt Sven De Knop, Partner, Sidley Austin, Belgium

Ross Ferguson, Partner, Simpson Thacher & Bartlett LLP, United Kingdom

Florian Wessel, Counsel, Weil, Gotshal & Manges LLP, Germany

Join practitioners for this highly anticipated post-conference interactive strategy session to gain “behind the scenes” insights and best practices for multi-jurisdictional reviews. Delegates will convene in a small working group to compare notes and work through the most complex, sensitive decisions coming across practitioners’ desks.

We will take a closer look at the how outside counsel across jurisdictions are coordinating the aftermath arising from the most recent, significant transactions - and what they reveal for future transaction filings, timelines and deal approvals. Topics to be addressed include:

• Determining where, when and how to file and navigate simultaneous reviews and timelines

• Reviewing the most critical missteps to avoid when conducting a scope analysis to determine a multi-jurisdictional filing

• Navigating overlapping, conflicting filing requirements and timelines

• Optimising coordination with counsel in other jurisdictions

• Executing a multi-jurisdictional review, adhering to the wording of the law and examining how nuanced wording might vary in different jurisdictions

• Knowing when to rely on external local counsel to assist with filing and how much research can be handled internally

• Coordinating with legal experts and government departments across jurisdictions

• Challenging an FDI Review Decision: Determining the Available Legal Recourse

» What types of challenges are being brought forward through the court system and on what grounds

» Considering possible outcomes and how will they affect investors

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BUILDING VENUE INFORMATION

Renaissance Brussels Hotel

Rue du Parnasse 19; Ixelles, BE 1050

ACCOMMODATIONS

C5 is pleased to offer our delegates a limited number of hotel rooms at a negotiated rate. To take advantage of these rates, please contact the hotel directly and quote “American Conference Institute”.

Please note that the guest room block cut-off date is 10 May 2024 After that date OR when the room block fills, guestroom availability and rate can no longer be guaranteed.

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y A full credit note for you, or a colleague to attend another event.

y A full refund.

All cancellations and changes must be submitted to Registration@C5-Online.com by 27 May 2024