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BVCA | Private Equity & Venture Capital Association

Legal Agreements in Private Equity

Sep 9—10, 2019
2 days
Greater London, United Kingdom
GBP 3990 ≈USD 4837
GBP 1995 per day

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Description

Presented by leading industry practitioners, this course provides an overview of the legal elements relating to private equity transactions, identifying commercial issues and producing clear instructions to lawyers.

Key topics include

  • Legal structure of transactions
  • Warranties and indemnities
  • Heads of terms, term sheets and offer letters
  • Pricing structure
  • Deal structuring
  • Banking agreements
  • Exits issues and more

What will delegates take away?

  • The legal implications from a deal team perspective
  • An understanding of legal structures
  • Making new connections with peers

Who should attend

Investment managers, investment directors and associates

Files

Course Schedule
Course Schedule
Euromoney Learning Solutions

Private Equity, Legal Perspectives & Documentation (Corporate Finance School)

Next dates

Oct 2—3, 2019
2 days
Dubai, United Arab Emirates
GBP 2795 ≈USD 3388
GBP 1397 per day
Dec 12—13, 2019
2 days
London, United Kingdom
GBP 2795 ≈USD 3388
GBP 1397 per day

Description

Learn about the latest trends and legal issues facing the private equity industry

A solid understanding of how law and finance work together in the private equity industry to ensure informed decision-making. Focusing on key legal steps and documentation with sample agreements, the trainer will guide you through the common pitfalls and different contractual terms, stages of a private equity transaction from preliminary steps to exit, impact of due diligence including management, and the critical significance of warranties for private equity and the important legal issues to consider when establishing and managing a private equity transaction.

This course will address the latest trends, developments and legal issues facing the private equity industry. If you would like to know more about the private equity industry from a legal perspective this is a course you must attend.

You will leave this practical 2-day Training course with a thorough understanding of:

  • The total deal process and preliminary matters
  • Legal risk management in private equity
  • Key steps in a comprehensive due diligence
  • Development of strategic business plan
  • A holistic acquisition and investment agreement

Methodology

The interactive and practical nature of this generic course is designed to help you to remember and use what you have learnt when you confront difficult situations in the future. You will examine your own values and compare them with colleagues from other cultures.

Agenda

Day 1

What is Private Equity?

  • Fund structures
  • When is private equity used
  • The parties
  • Internal rate of return
  • Provider’s ancillary issues
  • Debt funders requirements
  • Management requirements

The Deal Process and Preliminary Matters

  • Overview
  • Engaging advisers
  • Engagement letters
  • Limitations of liability
  • Proportionality
  • Heads of agreement
  • Confidentiality

Principal Documents and Business Plan

  • Background
  • Contractual structure
  • MBO – principal documents
  • Acquisition - key documents
  • Debt v Equity
  • Loan v Debt
  • Business plan

Managing the Transaction

  • Preparation
  • Offer
  • Transaction management
  • International transactions
  • Completion

Due Diligence

  • Types of Due Diligence
  • Lawyer’s role
  • Process
  • Relevance to warranty claims
  • Accountants Due Diligence
  • Legal Due Diligence
  • Due Diligence Report

Valuation for Non-Financial People

  • Process
  • Discounted cash flow
  • Return on investment
  • Price earnings ratio
  • Similar transactions
  • Net asset value

Management Due Diligence

  • Managing expectations
  • Best practice
  • Deal structures
  • Intelligence gathering
  • Searches
  • References
  • Profiling management teams and chairperson
  • Evaluations

Day 2

Acquisition Agreement

  • Parties
  • Price
  • Risk allocation
  • Conditionality
  • Consequences of conditionality

Investment Agreement - Part One

  • Conditions
  • Mechanics of investment
  • Warranties
  • Investor controls
  • Issues raised by management

Investment Agreement - Part Two

  • Corporate governance
  • Minority protection
  • Syndication
  • Exit

Articles of Association

  • Share structure and core share rights
  • Voting
  • Dividends
  • Return of capital and allocation of share proceeds
  • Ratchet
  • Share transfers
  • Directors
  • Quorum
  • Class rights

Warranties

  • Warranties, guarantees and indemnities
  • Limitations
  • Knowledge and awareness
  • Disclosure letter

Exits

  • Exit planning
  • Due diligence
  • Share sale
  • Warranties and covenants
  • Completion accounts and locked box mechanisms
  • Restrictive covenants
  • Confidentiality
  • IPO’s

Takeaway: Checklists and Sample documents

Who should attend

  • Private equity professionals
  • Venture capitalists
  • Investment bankers
  • Corporate financiers
  • M & A specialists
  • Lawyers

Files

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