Mergers & Acquisitions: A Legal Guide to M&A (Corporate Finance School)

Euromoney Learning Solutions

How long?

  • 3 days
  • online, in person

Euromoney Learning Solutions

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Who should attend

  • In-house Lawyers
  • Managing Directors
  • Financial Directors
  • Commercial Directors
  • Senior Executives responsible for mergers and acquisitions

About the course

Gain a thorough understanding of the sale and purchase of companies from a legal, commercial and financial viewpoint

Mergers & Acquisitions: A Legal Guide to M&A will give you a superior understanding of the legal, commercial and financial aspects of international M&A processes, the strategic priorities and approaches of the various deal players, the documents typical to M&A deals, and the legal challenges you are likely to face.

This course will give you a thorough understanding of the wide variety of skills that all parties involved in cross-border acquisitions must possess – for example, the ability to read and digest financial information, successfully communicate with the relevant parties, whilst juggling a diverse range of international commercial and legal issues.

By the end of the programme, you will have the skills and knowledge needed to ensure your deal does not fail due to delays, illogical pricing, or unnecessary/inaccurate terms.

*How will this course benefit you? *

By attending Mergers & Acquisitions: A Legal Guide to M&A you will learn:

  • 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
  • The technical legal issues, including intellectual property (IP) rights
  • The different ways to document M&A transactions
  • Complex issues involved in acquisition and financing
  • Best practice in post-merger integration

Methodology

The course is designed to be highly practical and features hands on workshop sessions and case studies.

Agenda

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

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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Mergers & Acquisitions: A Legal Guide to M&A (Corporate Finance School) at Euromoney Learning Solutions

From  GBP 3 245$3,695
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