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Corporate Finance School: Legal Issues

Enrich your knowledge of the legal issues surrounding M&A, LBOs and debt restructuring
  • Corporate Finance School: Legal Issues is made up of 2 individually bookable modules:

    Module 1:
    A Legal Guide to Mergers & Acquisitions (M&A)
    Module 2: Private Equity: Legal Perspectives & Documentation

    Methodology
    This practical course is comprised of a presentation by the Course Director lectures followed by short, practical and inter-active case studies and exercises to reinforce the concepts covered in each teaching session. Emphasis is placed on you the participant gaining hands­-on experience.

    You will participate in class discussions and drafting exercises to reinforce your lecture and workshop experience. You will leave with the updated knowledge, confidence and familiarity with contracts required to tackle the most important aspects of commercial contract law.

    Note – A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages – as a guide the level required is B2.

    Overview
    The Corporate Finance: Legal Issues comprises two modules, which together offer delegates a comprehensive and practical guide to the international sale and purchase of companies from a strategic, legal, commercial and financial viewpoint.

    The School aims to give participants a thorough knowledge and understanding of the wide variety of skills that those involved in cross border acquisitions must possess – including the ability to read and understand financial information, as well as juggle a diverse range of commercial and legal issues from an international viewpoint.

    As well as this, the School gives delegates the opportunity to look in detail at a closely related area to M&A, namely Private Equity or Joint Ventures & Strategic Alliances (depending on course location). The School is designed to be highly practical and features hands-on workshop sessions and case studies. As mentioned above, the School is made up of 2 modules (you may book onto the entire School or just sign up to one or other of the modules):

    Summary of course content for A Legal Guide to Mergers & Acquisitions (M&A)

    • 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
    • The different ways to document M&A transactions
    • Complex issues involved in acquisition and financing
    • Best practice in postmerger integration

    And new to this course to make it distinctive to all other M & A courses is the Course Director’s uniquely developed 10 Key Steps to Analyse any M&A contract and deals for lawyers and business professional to apply to any and all M&A contracts and deals.

    Summary of course content for Private Equity Legal Perspectives and Documentation
    • 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

  • The course is made up of 2 distinct modules which can be booked individually.

    Days 1-3: Module 1 - 
    A Legal Guide to Mergers & Acquisitions (M&A)
    Days 4-5: Module 2 - Private Equity: Legal Perspectives & Documentation

    Corporate Finance School: Legal Issues with Sample Agreements, Checklists and Flow Diagrams and the impact and change in M&A Transaction Dynamics due to the Pandemic

    • 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

    What Makes This Course Different
    • Takes participants through the whole legal process focusing on key legal and practical challenges for the constituent players
    • Attended by financial and legal professionals as well as analysts
    • Provides sample legal documents to back up the presentation materials
    • Shares the trainers experience of being a Non Executive Director of an AIM listed international private equity fund, and member of its Audit and Investment Committees
    • Trainers experience of transactions as a former partner of KPMG
    • Interactive workshops
    • Addresses and clarifies the different types of investment by private equity
    • Real life case studies to embed the substantive and practical knowledge

    Objectives
    • Learn about what makes the legal aspects of private equity significantly different to an M & A deal or Joint Venture
    • Master the legal structures of how the various facets of a private equity deal integrate together coalescing the different specialisations to better advise their external or internal clients
    • Understand the legal process of the different types of private equity plays
    • Be taken through the key significant clauses of legal agreements by reference to sample clauses and documents including Limited Partnership Agreements, unique type of due diligence for private equity and Investment Agreements

    Module 1


    Day One


    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

    Module 2 - Private Equity: Legal Perspectives & Documentation


    Day Four


    PRIVATE EQUITY – What it is?
    • Overview
    • When is private equity used?
    • The parties
    • How is a fund structured?
    • Identification of targets
    • How do PE firms get money?
    • How do PE firms create value?
    • How PE firms control the target company through legal documents
    • How do PE firms exit?
    • Internal rate of return
    • Provider’s ancillary issues
    • Debt funders requirements
    • Management requirements

    The Deal Process and Preliminary Matters including Sample Documents
    • Overview
    • Engaging advisers
    • Engagement letters
    • Limitations of liability
    • Proportionality
    • Heads of agreement
    • Confidentiality

    Principal documents and Business Plan
    • Background
    • Contractual structure
    • Funds – Limited liability partnership agreement
    • MBO – principal documents
    • Acquisition - key documents
    • Debt v Equity
    • Loan v Debt
    • Business plan

    Limited Partnership Agreements and Private Equity Funds including Sample Document
    • Limited liability partnerships - Purpose
    • Limited Partnership Fund Structure
    • Capital and Loan
    • Loan Commitment
    • Allocations, Sharing and Distributions of Partnership Profits
    • Carried Interest
    • Appointment and Removal of General partner
    • Powers, Rights and Duties of the General Partner
    • Powers of Limited Partner
    • Withdrawal of Partners
    • Fees and Expenses:
      • Management Fee
      • Establishment Costs
      • Transaction Costs
      • Fee Income of the General Partner
    • Transfer of Interests – Limited Partners and General Partner
    • Termination of Partnership
    • Indemnification of General Partner

    Day Five


    Due Diligence in Private Equity Transactions
    • Aims of the Investor
    • Purpose - ‘caveat emptor’
    • Relevance to warranty claims
    • Management interest
    • Limitations on Financial Recovery
    • Interested Third Parties
    • Social responsibility
    • Conducting the Exercise

    Management Due Diligence – Unique to Private Equity
    • Managing expectations
    • Best practice
    • Deal structures
    • Intelligence gathering
    • Searches
    • References
    • Profiling management teams and chairperson
    • Evaluations

    Share Transfer Provisions in Equity Documents
    • Equity Documents
      • Investment Agreement
      • Articles of Association
      • Service Agreements
    • Lock – up and other restrictions
    • Permitted transfers
    • Pre – emption procedure
    • Drag – along
    • Tag – along provisions
    • Compulsory transfer provisions
    • Strip equity
    • Sweet equity
    • Leaver classification
    • Time – based vesting
    • Unfair dismissal
    • Growth capital investment

    Investment Agreement – including a sample agreement

    Investment Agreement
    • Conditions
    • Mechanics of investment
    • Warranties
    • Investor controls
    • Issues raised by management
    • Corporate governance
    • Minority protection
    • Syndication
    • Exit

    Close of Course

    Takeaway: Checklists and Sample documents

  • Our Tailored Learning Offering

    Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.

    If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

    We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.

  • We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

    We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

    • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
    • Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
    • Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
    • Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
    • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
This course can be run as an In-house or Tailored Learning programme

Instructor

    Biography

    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 ventures, licensing of technology, R&D, M&A, energy, outsourcing and corporate governance globally. He has worked with clients such as Standard Chartered, Bank of China, KPMG, Motorola and more.He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate of Oxford University’s Institute of Legal Practice, a Visiting Lecturer to Cambridge University and a Visiting Fellow to Leeds University Business School where he focuses on leadership, cross-cultural dynamics in international business and international trade and investment.He is the non-executive director of an international investment fund listed on the London Stock Exchange and Chairs another international investment company where he approves and selects investments, their acquisitions, sales and their structures.He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management.Arun is an editor and contributor to a number of publications, in April 2010 his book on Business and Contract Law was published by Thorogood.