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

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

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

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