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About the course

To maintain a competitive position and stand out amongst their peers, financial professionals who are advising international clients require a greater breadth of knowledge and a deeper understanding of their clients requirements.

This intensive three-day course, Essential Law for Finance Professionals, has been designed specifically to meet that need and help finance professionals improve their understanding of various legal perspectives along with the commercial and financial strategy, all of which are interdependent. Initially developed to meet the requests of clients for in house courses, it is now available as a public course due to its increasing popularity. It will

By attending the course participants will be equipped to with tools and techniques to assess, analyse, and gain a thorough understanding of legal structures, whilst developing a deeper understanding of the essential legal aspects of corporate finance and private sector deals. Through case studies and group discussions, you will be better equipped to assess, understand, and analyse a client’s legal risks and position.

How this course will help you:

Delegates will gain a thorough knowledge of

  • The importance of pre contract documents – Letters of Intent and NDA’s
  • Structuring and key documentation
  • Legislation and regulation
  • The deal process
  • Reading through and understanding a share purchase agreements
  • Key issues in corporate finance and private equity documentation
  • Effective legal due diligence and how it is interdependent with financial and commercial due diligence and disclosure letters
  • The significant role of warranties and there distinction to representations and indemnities
  • Protecting Minority Rights
  • How to read a legal document for non lawyers
  • The significant issues in debt finance /loan agreements
  • Private Equity investment agreements
  • Modern corporate governance


Day 1


  • Objectives
  • Structure of course
  • Identifying specific needs of the group

Forming a Contract

  • Basis of English Law
  • Why is it used for finance and cross border transactions
  • Essential elements of a contract under English Law
  • Different Branches of English Law affecting Finance Documents
    • Common Law
    • Equity and Trusts
  • Pre contract documents

How to use them to your advantage

  • Informal Contracts
  • Letters of Intent
  • Letter of Comfort
  • Memoranda of Understanding
  • Heads of Terms
  • Authority to Proceed
  • Side Agreements

Confidentiality Agreements/NDA’s

  • Purpose and functions of confidentiality agreements
  • The basic obligations: confidentiality, non-use, limits on copying, return of information
  • What is confidential information?
  • Typical negotiating issues and how they are resolved
  • Dealing with breaches of confidence
  • Can you enforce them?
  • Key terms
  • What you need to do protect your information
  • How to really protect confidential information
  • Current changing practice

Structures and Key Documentation

  • M & A structures
  • Float
  • Joint Ventures
  • Private Equity
  • Loans

Key Legislation and Regulation

  • FSMA – UK
  • MiFID – EU
  • Bank of England
    • FPC
    • PRA
  • FCA
    • UKA
    • FCA Handbook
  • London Stock Exchange
  • Companies Act 2006
  • Financial Services Act 2012

Day 2

The Deal Process and Preliminary Matters – Key Stages and Initial Legal Questions

  • The selling and buying process
  • Applicable law
  • Main principles
  • Process
  • Shares or assets
  • Liabilities
  • Engagement letters

Private M & A

  • Case Study – Working through the issues

Share Purchase Agreements – Key Sections and Why They Are There

  • General structure
  • Definitions
  • Purchase price
  • Closing procedure
  • Warranties
  • Seller protection
  • Umbrella agreements
  • Conditions to completion
  • Goodwill

Minority Rights Protection

  • Background
  • General protection
  • Right of first refusal
  • Pre – emption rights
  • ‘Piggyback’ rights
  • ‘Tag along’ rights
  • Deadlock
    • ‘Russian Roulette’
    • ‘Dutch Auction’
    • ‘Texas Shootout’

Due Diligence – Why and ‘Kicking the Tyres’

  • Reviewing significant contracts
  • Regulatory compliance with laws
  • Insurance coverage and related issues
  • Litigation and claims
  • Understanding regulatory consents and hurdles to the proposed transaction
  • Dealing with specific cross border complications
  • Preparing a Due Diligence report
  • Identifying ‘deal – breakers’
  • Due Diligence – Workshop

Intellectual Property Rights – A Key Asset – Due Diligence Protection, Exploitation and Enforcement

  • Inventions and patents
  • Trade marks and passing off
  • Copyright and database rights
  • Design rights

Warranties, Representations, Guarantees and Indemnities – How and Why they are directly related to Due Diligence and the Disclosure Letter

  • Definitions:
  • Contrast them
  • Warranties
  • Distinguishing guarantees and indemnities
  • Does a guarantee vary the agreement
  • Representations
  • Recent Cases

Disclosure Letter - Workshop

  • Vendor’s approach
  • Purchaser’s approach
  • Knowledge
  • How full and complete?
  • Example
  • Checklist

Day 3

Debt Finance - Loan Agreements

  • Types of loans
  • Overview of process
  • Terminology and key roles Negotiating the Loan Agreement
    • Key mechanics
    • Interest, cost and fees
    • Conditions precedent
    • Representations and warranties
    • Financial covenants
    • Default, enforcement and remedies
    • Transfers

How to Read a Legal Document for Non Lawyers – What to Look For

  • Context
  • Objectives
  • Pointers
  • Practice

Joint Ventures

  • Preliminary questions
  • Deciding structure – advantages and disadvantages
  • Limited liability company
  • Strategic alliances
  • Key business factors and objectives
  • Control and direction – the role of directors
  • Employees
  • Funding methods

Private Equity

  • Background
  • Legal structures
  • Suite of documentation

Private Equity - Investment Agreement

  • Conditions
  • Warranties
  • Investor controls
  • Issues raised by management
  • Corporate Governance
  • Minority protection
  • Syndication

Articles of Association – Purpose and Essential Sections to Know

  • What and why?
  • Content
  • Key Matters
  • Directors
  • Memorandum of Association
  • Board Meetings
  • Resolutions
  • Model Articles

Modern Corporate Governance - Private, Public, Trading Companies of all sizes

  • Purpose
  • Short history
  • Directors’ Duties and conflicts
  • Company procedure:
    • Board Meetings
    • Shareholder Approval
    • Articles of Association and Shareholders’ Agreements
  • Protection of minority interests
  • Directors’ remuneration
  • Company accounts and narrative reporting (including recent changes from the Non Financial Reporting Directives)
    • Health & Safety
    • Corporate Manslaughter
    • Other liabilities: Fraud Act, Bribery Act etc.

Trust the experts

Arun Singh

Arun is a corporate educator and international lawyer in private practice. As a facilitator, coach and consultant he focuses on Intercultural Management and Communication, International Leadership, Impact and Influence, Intercultural Negotiations, Cultural Due Diligence, and Country-Specific Advi...


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