Legal Issues (Corporate Finance School)

Euromoney Learning Solutions

How long?

  • 5 days
  • online, in person

Euromoney Learning Solutions

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About the course

Enrich your knowledge of the legal issues surrounding M&A, LBOs and debt restructuring

Corporate Finance School: Legal Issues is made up of 2 individually bookable modules:

  • Module 1: A Legal Guide to Mergers & Acquisitions (M&A)
  • Module 2: Private Equity: Legal Perspectives & Documentation

The Corporate Finance: Legal Issues comprises two modules, which together offer delegates a comprehensive and practical guide to the international sale and purchase of companies from a strategic, legal, commercial and financial viewpoint.

The School aims to give participants a thorough knowledge and understanding of the wide variety of skills that those involved in cross border acquisitions must possess – including the ability to read and understand financial information, as well as juggle a diverse range of commercial and legal issues from an international viewpoint.

As well as this, the School gives delegates the opportunity to look in detail at a closely related area to M&A, namely Private Equity or Joint Ventures & Strategic Alliances (depending on course location). The School is designed to be highly practical and features hands-on workshop sessions and case studies. As mentioned above, the School is made up of 2 modules (you may book onto the entire School or just sign up to one or other of the modules):

Summary of course content for A Legal Guide to Mergers & Acquisitions (M&A)

  • How to structure a deal and value the target
  • How to negotiate the preliminary agreements and understand other complex pre contractual issues
  • The complexities of legal due diligence
  • Technical legal issues
  • The different ways to document M&A transactions
  • Complex issues involved in acquisition and financing
  • Best practice in postmerger integration

And new to this course to make it distinctive to all other M & A courses is the Course Director’s uniquely developed 10 Key Steps to Analyse any M&A contract and deals for lawyers and business professional to apply to any and all M&A contracts and deals.

Summary of course content for Private Equity Legal Perspectives and Documentation

  • 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

Agenda

Module 1

Day 1

Overview: Structuring and negotiating the acquisition

  • Context of the acquisition
  • The selling process
  • Valuation issues
  • Other pre-sale issues

Workshop: Drafting the preliminary agreements

  • Letters of intent
  • Heads of terms
  • Enforceability
  • Information memorandum 'Subject to contract'
  • Choice of law/jurisdiction Lock out
  • Failed costs
  • Binding or not Binding

Workshop: Confidentiality agreements

  • Dealing with confidential information
  • Types
  • Drafting agreements
  • What is confidential information?
  • Types of disclosure
  • Commercial confidences
  • Drafting a confidentiality agreement

Valuation concept for non-finance people

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

Legal due diligence

  • 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

Workshop: Drafting a disclosure letter

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

IP Due Diligence

  • Importance of IP
  • IP due diligence
  • Ownership
  • Warranties

Negotiating and drafting share purchase agreements - the general terms – Sample Document

  • General structure
  • Definitions
  • Purchase Process
  • The Contract
  • Conditions Precedent
  • Purchase price
  • Restrictive Covenants
  • Warranties & Indemnities
  • Completion & Execution   ### Day Three###

Workshop: Negotiating and drafting share purchase agreements – the specific terms

  • Warranties
  • Seller protection
  • Umbrella agreements
  • Conditions to completion
  • Goodwill

Corporate governance

  • Codes
  • Directors
  • Fiduciary duties
  • Investors
  • Audit committee
  • Information now

Warranty claims

  • Indemnities
  • Warranties
  • Making a claim
  • Damages
  • Misrepresentation
  • Limitation of liability

M & A Transaction Dynamics Impact Due To The Pandemic

  • Buyers expectations – a more buyer friendly world reflected in agreements?
  • Pre – closing undertakings expectations -operating a business ‘in the ordinary course’
  • Equity or Cash – changes to current legal arrangements
  • Price protection: Locked Box
  • Valuation challenges – impact on documentation
  • Project management – practical implications of suspended travel. Working from hope, illness.
  • Cross border buyers
  • Steps sellers can take in documentation during an “economic suspension”
  • Material Adverse Effect (MAE) clauses
  • Material Adverse Change (MAC) clauses – revision
  • Force Majeure
  • Remote closing
  • Completed deals – efficacy of crisis management procedures

10 Key Steps to Analyse any M & A contract for lawyers and business professional to apply to any and all M & A contracts and deals

Case Studies

Module 2 - Private Equity: Legal Perspectives & Documentation

Day 4

PRIVATE EQUITY – What it is?

  • Overview
  • When is private equity used?
  • The parties
  • How is a fund structured?
  • Identification of targets
  • How do PE firms get money?
  • How do PE firms create value?
  • How PE firms control the target company through legal documents
  • How do PE firms exit?
  • Internal rate of return
  • Provider’s ancillary issues
  • Debt funders requirements
  • Management requirements

The Deal Process and Preliminary Matters including Sample Documents

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

Principal documents and Business Plan

  • Background
  • Contractual structure
  • Funds – Limited liability partnership agreement
  • MBO – principal documents
  • Acquisition - key documents
  • Debt v Equity
  • Loan v Debt
  • Business plan

Limited Partnership Agreements and Private Equity Funds including Sample Document

  • Limited liability partnerships - Purpose
  • Limited Partnership Fund Structure
  • Capital and Loan
  • Loan Commitment
  • Allocations, Sharing and Distributions of Partnership Profits
  • Carried Interest
  • Appointment and Removal of General partner
  • Powers, Rights and Duties of the General Partner
  • Powers of Limited Partner
  • Withdrawal of Partners
  • Fees and Expenses:
    • Management Fee
    • Establishment Costs
    • Transaction Costs
    • Fee Income of the General Partner
  • Transfer of Interests – Limited Partners and General Partner
  • Termination of Partnership
  • Indemnification of General Partner

Day Five

Due Diligence in Private Equity Transactions

  • Aims of the Investor
  • Purpose - ‘caveat emptor’
  • Relevance to warranty claims
  • Management interest
  • Limitations on Financial Recovery
  • Interested Third Parties
  • Social responsibility
  • Conducting the Exercise

Management Due Diligence – Unique to Private Equity

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

Share Transfer Provisions in Equity Documents

  • Equity Documents
    • Investment Agreement
    • Articles of Association
    • Service Agreements
  • Lock – up and other restrictions
  • Permitted transfers
  • Pre – emption procedure
  • Drag – along
  • Tag – along provisions
  • Compulsory transfer provisions
  • Strip equity
  • Sweet equity
  • Leaver classification
  • Time – based vesting
  • Unfair dismissal
  • Growth capital investment

Investment Agreement – including a sample agreement

Investment Agreement

  • Conditions
  • Mechanics of investment
  • Warranties
  • Investor controls
  • Issues raised by management
  • Corporate governance
  • Minority protection
  • Syndication
  • Exit

Close of Course

Takeaway: Checklists and Sample documents

Experts

Arun Singh

Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. He is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He specialises in international investment, joint ...

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Legal Issues (Corporate Finance School) at Euromoney Learning Solutions

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Disclaimer

Coursalytics is an independent platform to find, compare, and book executive courses. Coursalytics is not endorsed by, sponsored by, or otherwise affiliated with any business school or university.

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