Legal Agreements in Private Equity

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