Mergers & Acquisitions Documentation & Negotiation

Euromoney Learning Solutions

How long?

  • 2 days
  • in person

What are the topics?

Euromoney Learning Solutions


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.

Full disclaimer.


Make sure this course is right for you.

Get unbiased reviews and personalized recommendations.

About the course

Get to grips with M&A, negotiations, sales & purchase agreements

This module will delve into the legal ramifications of any Merger or Acquisition

The course will use relevant case studies to cover in explicit detail the following areas

  • Key M&A Documents
  • The SPA
  • Completion and Price Adjustment


Day 1

Key M&A Documents

  • Confidentiality agreement
  • Teaser/Information Memorandum
  • Head of terms/Letter of intent
  • Exclusivity agreements
  • Sales & Purchase Agreement (SPA)
  • Shareholders agreement
  • Management agreement

Focus on the SPA

  • The skeleton structure of a contract
  • Boiler plate – what’s covered
  • Recitals
  • Assets vs. share
  • Price and payment structures
  • Representations & warranties
  • Disclosures
  • Covenants
  • Indemnities
  • Condition precedents
  • Other relevant matters

Completion and Price Adjustment Mechanism

  • Locked box vs. completion accounts: pros/cons and key issues
  • Cash free/ debt free
  • Cash vs trapped cash
  • Debt – what is included?
  • Adjustments for working capital & capex
  • Receivables
  • Inventory
  • WIP – problem areas
  • Normalised working capital
  • Normalise capex level
  • Other adjustments to the price – warranties & indemnity claims

Day 2

Soft Kills to Negotiate an SPA

  • The ten fundamentals principles to negotiation techniques
  • Set maximum and minimum objectives
  • Keep analysing the deal variables
  • Always aim high
  • Never give a concession – always trade it
  • Keep the whole relationship in mind
  • Know when to walk away from a deal
  • Know the negotiation process
  • Have a BATNA (Best Alternative To a Negotiated Agreement)
  • Select an effective negotiation strategy
  • Change your strategy if necessary but never change your BATNA
  • The six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus BATNA
  • Before the negotiation, decide what you will do if nothing comes of the negotiation
  • Unless you have a plan B, your anxiety may reach dangerous levels
  • BATNAs set the threshold in terms of the full set of interests that any acceptable agreement must exceed
  • Both parties doing better than their BATNAs is a necessary condition for an agreement
  • Zero sum fallacy
  • Participant's gain (or loss) is balanced by the losses (or gains) of other participant(s)

Final Case Study

  • The participants are split into two groups
  • A buyer (a multinational company) and a seller (a private equity firm)
  • The key focus will be on negotiating and executing deals smoothly and correctly to the best interest of the parties while arriving at an acceptable solution for both parties
  • The participants will role-play the M&A negotiation in two rounds

Round I

  • The seller has been running a competitive process and has received non-binding offers
  • One of the buyers is trying to obtain an exclusivity and has asked for a meeting with the seller to discuss their bid and the key clauses of the SPA.

Round II

  • The interested buyer has been granted exclusivity and is negotiating the following SPA clauses:
  • The price adjustment mechanism: locked box vs. completion account
  • An earn-out or deferred payment structures
  • The potential adjustments to working capital and capex
  • The representation & warranties and related indemnities
  • A pro or anti-sanbagging provision
  • A MAC clause


Serge Vidal

Serge is an experienced Corporate Finance professional with over 20 years’ experience in M&A and capital market transactions. He has successfully completed in excess of EUR 30 billion across multiple geographies (US, Europe, MENA).He began his career as a Credit Analyst at Banque Continentale...

Videos and materials

Mergers & Acquisitions Documentation & Negotiation at Euromoney Learning Solutions

From  $3,150

Something went wrong. We're trying to fix this error.

Thank you for your application

We will contact the provider to ensure that seats are available and, if there is an admissions process, that you satisfy any requirements or prerequisites.

We may ask you for additional information.

To finalize your enrollment we will be in touch shortly.


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.

Full disclaimer.

Because of COVID-19, many providers are cancelling or postponing in-person programs or providing online participation options.

We are happy to help you find a suitable online alternative.