Introduction

Inflow of Investment is usually a joyous time for any business. A lot of effort goes in finding the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved. The investor would want to make sure his investment is protected, and the company will want to make sure that the funds are delivered smoothly and that the founders have protected their stake in the venture. This makes writing a proper investment contract a critical first step in the business relationship. Clear & unambiguous investment agreement is very significant to establish a win-win situation for the parties involved in any PE, VC and M&A Deals.

This program will create a solid understanding of the documentary processes relating to PE/VC and M&A transactions, identifying commercial issues and producing clear instructions to lawyers and executives involved. It will also help in equipping with the technicalities involved in clear and well thought out term-sheet negotiation, proper deal structuring know-how to maximise returns and unambiguous deal documentation to avoid pitfalls and will enhance your deal-making skills that you can immediately put into practice.

Why you should attend?

  • Anticipate and prevent future conflicts through good drafting
  • Learn critical principals of negotiating and drafting
  • Avoid damaging and costly mistakes when drafting your agreements
  • Develop creative, effective and bulletproof documents
  • Understand how to translate the “deal” to paper while avoiding becoming a convict of forms
  • Receive valuable and useful take-aways: precedents, checklists, model agreements

Who should attend?

  • Executives Involved in PE/VC and M&A Deals
  • Investment/Fund Managers
  • Private Equity and Venture Capitalists
  • Investment Bankers/Commercial Bankers
  • Law Firms, Consultants, Corporate & Commercial Lawyers
  • Corporate/General/In-house Counsel
  • VPs and Managers from Legal Department
  • Managing Directors and Senior Management
  • CFOs and Senior Finance Executives
  • Executives of M&A Team
  • Directors of Strategic Planning
  • Contract Managers/Specialists

Agenda

Negotiation of PE, VC and M&A Deals
   •  Planning and conducting agreement negotiation- Key principles of negotiation
   •  Interest-based bargaining - Understanding the needs of negotiating parties
   •  Risk Sharing - Determining the rights and obligation of parties
   •  Are PEs tough negotiators? How does one get the best from negotiating with a PE?
   •  How can PEs maximise the opportunity and get a good deal for themselves
   •  Common mistakes
   •  Pre and Post closing Cooperation

Legal Issues & Documentation
   •  Applicable securities laws
   •  Due diligence: process and parameters
   •  Key term sheet issues:
       - Customary warranties and indemnities and standard exit default rights
       - Exclusivity and Time-frame
   •  Critical Investment Agreement terms
       - Conditions Precedent and its effect
       - Economic rights (e.g. valuation, liquidation preference, anti-dilution and share vesting)
       - Control rights (e.g. board composition and investor veto rights)
   •  A Deep-dive into key Shareholder Agreement terms
       - lock-in
       - ROFR VS ROFO
       - co-sale right (tag-along)
       - Drag-along

Pricing mechanisms in SPAs
   •  EV to Equity Price levers (definition and key considerations surrounding net debt and working capital adjustments)
   •  Completion Accounts mechanism
   •  Locked Box mechanism
  
Pros and cons of both mechanisms
Case studies and pitfalls to avoid
Significance of accounting policies in SPAs and impact on pricing, with recent examples
Trends in the market
Q&A

Tax Structuring
   •  Structuring prior to actual investment
   •  Structuring during the term of investment
   •  Structuring the exit



Want to be part of it?

VCC Events opens up the avenues for participation. Join hands to be a part of India’s largest gathering of alternative investments leaders, industry stakeholders and Asia’s influential limited partners, general partners and marquee advisors. Your chance to actively participate and augment yourself as thought leaders.


Venue :

Mandarin Orchard, Singapore

Mandarin Orchard, Singapore
333 Orchard Road, Singapore 238867


Do you have any queries?

Drop us a line and we will call you.