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Corporate Finance Law School: Module 2 - Private Equity Legal Perspectives
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Corporate Finance Law School is made up of 2 individually bookable modules:
Corporate Finance Law School: Module 1 - Legal Guide to Mergers and AcquisitionsCorporate Finance Law School: Module 2 - Private Equity Legal Perspectives
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
This interactive and practical course is designed to help you to remember and use what you have learnt when you confront difficult situations in the future. It encourages you to examine your own values and compare them with colleagues from other cultures.
Who should attend?- Private equity professionals
- Venture capitalists
- Investment bankers
- Corporate financiers
- M&A specialists
- Lawyers
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. -
Day One
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 Two
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.
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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
Instructor
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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.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.
Venue
London
