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*For virtual courses ran through our Asia office, VAT may be applicable to HK and Singapore residents only. Find out more by contacting


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Corporate Finance School: Legal Issues (Modular)

Enrich your knowledge of the legal issues surrounding M&A, LBOs and debt restructuring
  • This course will take place using Video Conferencing Technology.   To find out more, please contact 



    Corporate Finance School: Legal Issues is made up of 2 individually bookable modules:

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

    The Corporate Finance School 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 Mergers & Acquisitions A Legal Guide to M&A

    • How to structure a deal and value the target
    • How to negotiate the preliminary agreements and understand other complex precontractual 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 postmerger integration

    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

    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. 

  • This course will take place over video conferencing technology.  To find out more contact 

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

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


    The course will start at 9am BST (British Summer Time) and will consist of 2x3 hour sessions each day

    Session 1- 9am - 12pm

    Session 2 - 2pm - 5pm

    Module 1 - Mergers & Acquisitions: A Legal Guide to M&A


    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

    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



    Day 2



    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

    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


    Module 2 - Private Equity: Legal Perspectives & Documentation


    Day 3

    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 4

    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, guarantees and indemnities
    • Limitations
    • Knowledge and awareness
    • Disclosure letter
    • 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


  • 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


  • Arun Singh

    As a former partner and Head of International Commercial Law at KPMG Legal, I specialise in international investment, joint ventures, M&A, energy, outsoutcing and corporate governance.


    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.


Virtual Training Room

This course will take place using video conferencing technology. To find out more, please contact