Private Equity, Legal Perspectives & Documentation (Corporate Finance School)
Euromoney Learning Solutions
What are the topics?
Euromoney Learning Solutions
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Full disclaimer.Who should attend
- Private equity professionals
- Venture capitalists
- Investment bankers
- Corporate financiers
- M & A specialists
- Lawyers
About the course
Learn about the latest trends and legal issues facing the private equity industry
If you would like to know more about the private equity industry from a legal perspective, this is a course you must attend.
Private Equity: Legal Perspectives & Documentation is designed to provide you with a solid understanding of how law and finance work together in the private equity industry to ensure informed decision-making.
Focusing on key legal steps and documentation with sample agreements, you will learn about the latest trends, developments and legal issues facing the private equity industry. The trainer will guide you through the common pitfalls and different contractual terms, the stages of a private equity transaction from preliminary steps to exit, impact of due diligence including management, the importance of warranties for private equity, and the important legal issues to consider when establishing and managing a private equity transaction.
By the end of the course, you will have a thorough understanding of:
- 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
Methodology
The interactive and practical nature of this generic course is designed to help you to remember and use what you have learnt when you confront difficult situations in the future. You will examine your own values and compare them with colleagues from other cultures.
Agenda
Day 1
What is Private Equity?
- Fund structures
- When is private equity used
- The parties
- Internal rate of return
- Provider’s ancillary issues
- Debt funders requirements
- Management requirements
The Deal Process and Preliminary Matters
- Overview
- Engaging advisers
- Engagement letters
- Limitations of liability
- Proportionality
- Heads of agreement
- Confidentiality
Principal Documents and Business Plan
- Background
- Contractual structure
- MBO – principal documents
- Acquisition - key documents
- Debt v Equity
- Loan v Debt
- Business plan
Managing the Transaction
- Preparation
- Offer
- Transaction management
- International transactions
- Completion
Due Diligence
- Types of Due Diligence
- Lawyer’s role
- Process
- Relevance to warranty claims
- Accountants Due Diligence
- Legal Due Diligence
- Due Diligence Report
Valuation for Non-Financial People
- Process
- Discounted cash flow
- Return on investment
- Price earnings ratio
- Similar transactions
- Net asset value
Management Due Diligence
- Managing expectations
- Best practice
- Deal structures
- Intelligence gathering
- Searches
- References
- Profiling management teams and chairperson
- Evaluations
Day 2
Acquisition Agreement
- Parties
- Price
- Risk allocation
- Conditionality
- Consequences of conditionality
Investment Agreement - Part One
- Conditions
- Mechanics of investment
- Warranties
- Investor controls
- Issues raised by management
Investment Agreement - Part Two
- Corporate governance
- Minority protection
- Syndication
- Exit
Articles of Association
- Share structure and core share rights
- Voting
- Dividends
- Return of capital and allocation of share proceeds
- Ratchet
- Share transfers
- Directors
- Quorum
- Class rights
Warranties
- Warranties, guarantees and indemnities
- Limitations
- Knowledge and awareness
- Disclosure letter
Exits
- Exit planning
- Due diligence
- Share sale
- Warranties and covenants
- Completion accounts and locked box mechanisms
- Restrictive covenants
- Confidentiality
- IPO’s
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 ...
Videos and materials
Private Equity, Legal Perspectives & Documentation (Corporate Finance School) at Euromoney Learning Solutions
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