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Corporate Finance Law School: Module 1 - Legal Guide to Mergers and Acquisitions
Corporate Finance Law School is made up of 2 individually bookable modules:
Corporate Finance Law School: Module 1 - Legal Guide to Mergers and Acquisitions
Corporate Finance Law School: Module 2 - Private Equity Legal Perspectives
A Legal Guide to Mergers & Acquisitions (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 A Legal Guide to Mergers & Acquisitions (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
The course is designed to be highly practical and features hands on workshop sessions and case studies.
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: 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
- Information memorandum 'Subject to contract'
- Choice of law/jurisdiction Lock out
- Failed costs
- Binding or not Binding
Workshop: Confidentiality agreements
- Dealing with confidential information
- Drafting agreements
- What is confidential information?
- Types of disclosure
- Commercial confidences
- Drafting a confidentiality agreement
Valuation concept for non-finance people
- 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
- How full and complete? Example
IP Due Diligence
- Importance of IP
- IP due diligence
Negotiating and drafting share purchase agreements - the general terms – Sample Document
- General structure
- Purchase Process
- The Contract
- Conditions Precedent
- Purchase price
- Restrictive Covenants
- Warranties & Indemnities
- Completion & Execution
Workshop: Negotiating and drafting share purchase agreements – the specific terms
- Seller protection
- Umbrella agreements
- Conditions to completion
- Fiduciary duties
- Audit committee
- Information now
- Making a claim
- 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
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
Arun SinghAs 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.
BiographyArun 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.