Negotiation, Structuring and Documentation of M&A and PE Deals

INTRODUCTION

Receiving investment is a happy time for any business. It usually takes a lot of work to find the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved. The investor would want to make sure his investment is protected, and the company will want to make sure the funds are delivered smoothly and that the founders have protected their stake in the venture. This makes writing a proper investment contract a critical first step in the business relationship. Clear & unambiguous investment agreement is very significant to establish a win-win situation for the parties involved in any PE, VC and M&A Deals.

This one day programme will create a solid understanding of the documentary processes relating to PE/VC and M&A transactions, identifying commercial issues and producing clear instructions to lawyers and executives involved. It will also help in equipping with the technicalities involved in clear and well thought out term-sheet negotiation, proper deal structuring know-how to maximise returns and unambiguous deal documentation to avoid pitfalls and will enhance your deal-making skills that you can immediately put into practice.

WHO SHOULD ATTEND:

• Corporate / Commercial Lawyers
• VPs and Managers from Legal Department
• Managing Directors and Senior Management
• CFOs and Senior Finance Executive
• Executives of M&A Team
• Directors of Strategic Planning
• Contract Managers / Specialists

WHY YOU SHOULD ATTEND:

• Get the inside track and experienced know-how
• Learn critical principals of negotiating and drafting
• Avoid damaging and costly mistakes when drafting your agreements
• Develop creative, effective and bulletproof documents
• Understand how to translate the “deal” to paper while avoiding becoming a convict of forms
• Anticipate and prevent future conflicts through good drafting
• Receive valuable and useful take-away: precedents, checklists, model agreements

AGENDA

Session 1. Negotiation of PE, VC and M&A Deals

• Planning and conducting agreement negotiation – Key principles of negotiation
• Interest-based bargaining – Understanding the needs of negotiating parties
• Risk Sharing – Determining the rights and obligation of parties
• Are PEs tough negotiators? How does one get the best from negotiating with a PE?
• How can PEs maximise the opportunity and get a good deal for themselves
• Common mistakes
• Pre and Post closing Cooperation

Session 2. Legal Issues & Documentation

· Common legal issues (PE, VC and M&A)

· Enforceability & pitfalls

· Subscription agreements:
i Conditions precedents
ii Representations and warranties
iii Due diligence and discovered liabilities
iv Indemnity
v Limitation of Liability
vi Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.

· Shareholder Agreements:
i Board rights
ii Veto rights
iii Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
iv Exit rights – IPO, third party sale, put option, buyback, drag rights

· Things to do to achieve good contract

· Review of essential documents

· Q&A

Session 3. PE, VC and M&A Deal Structuring

• Deal structuring framework
• Financial structure
• Due Diligence
• Valuation
• Risk assessment
• Debt financing
• Interim liquidity
• Eventual exit
• Case studies

Session 4. Tax Structuring

• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit

BOOK YOUR SEAT NOW!

Standard Fee : USD 600* (per delegate)
Early bird discount-1 : USD 500* (per delegate) (Valid till 22nd October)
Early bird discount-2 : USD 550* (per delegate) (Valid till 27th October)
Group discount (for 3 or more delegate) : USD 450* per delegate