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Euromoney Learning Solutions

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

Next dates

Jun 10—12
3 days
Singapore
USD 4495
USD 1498 per day
Sep 29—Oct 1
3 days
Dubai, United Arab Emirates
GBP 3395 ≈USD 4377
GBP 1131 per day
Dec 9—11
3 days
London, United Kingdom
GBP 3395 ≈USD 4377
GBP 1131 per day

Description

Understand the international sale and purchase of companies with M&A processes

This course delivers the participant an understanding of M&A processes, the strategic priorities and approaches of the various deal player, and detailed information on the various documents typical to M&A deals and the legal issues that arise in respect thereof.

The fact is that most M&A deals never become a reality. The things that kill deals are: time, money, terms and ego. By learning best practice legal, strategic, commercial and financial aspects of the international M&A process, you will equip yourself with the knowledge that will ensure that your deal does not fail due to delays, illogical pricing, or unnecessary/inaccurate terms.

This course will give you a thorough understanding of the wide variety of skills that all parties involved in cross-border acquisitions must possess - e.g. 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.

With this knowledge under your belt, you'll also have a much better ability to deal with the egos involved and to make your deal a success!

Summary of course content

  • 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, 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

Transaction management

  • Instructing counsel
  • Engagement letters
  • Contractual protection
  • Analysing accounts
  • Use of technology

Workshop: Drafting the preliminary agreements

  • Letters of intent
  • Heads of terms
  • Enforceability
  • Confidentiality undertakings
  • Information memorandum
  • 'Subject to contract'
  • Choice of law/jurisdiction
  • Lock out
  • Failed costs

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 2

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

Intellectual property rights

  • Key IP rights
  • IP due diligence
  • Ownership
  • Warranties

Negotiating and drafting share purchase agreements - the general terms

  • General structure
  • Definitions
  • Purchase price
  • Closing procedure
  • Arbitration
  • Tax deed

Is it necessary?

  • Deed or warranty
  • Scope
  • Checklist
  • Drafting

Day 3

Key clauses – Comparative law implications

  • Letter of intent
  • Best endeavours, best efforts, reasonable endeavours
  • Confidentiality clauses
  • Penalty clauses
  • Force majeure
  • Hardship

Corporate governance

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

Warranty claims

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

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

  • Warranties
  • Seller protection
  • Umbrella agreements
  • Conditions to completion
  • Goodwill
  • Post merger integration
  • Why bother?
  • Pre-merger preparation
  • Going for the real win - post merger integration that works

Case studies

Who should attend

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

Experts

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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