Receiving investment is a happy time for any business. It usually takes a lot of work to find the right investor for a business or vise 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 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 one day course 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.
Why you should attend:
• Get the inside track and experienced know-how
• 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
• Anticipate and prevent future conflicts through good drafting
• Receive valuable and useful take-away: precedents, checklists, model agreements
Who should attend:
• Corporate/General/In-house Counsel • Commercial and Investment Bankers
• Corporate/Commercial Lawyers • Investment/Fund Managers
• Executives involved in PE/VC and M&A • Business Consultants and Brokers
• Contract Managers/Specialists • Private Equity & Venture Capitalist
• Directors of Strategic Planning • Funds
Session 1. Negotiation of Investment agreements
• Planning and conducting agreement negotiation
• Understanding the needs of negotiating parties
• Deal ya no-deal situations – how to keep the options open.
• Determining the rights and obligation of parties
Session 2. Common Issues in PE/VC AND M&A DEALS
• Arbitration
• Governing Laws
• Jurisdiction
• Remedies and Enforcement
• Competition law
Session 3.: Operative Provisions of PE/VC Documents
• Subscription agreements:
i Conditions precedents
ii Representations and warranties
iii Due diligence and discovered liabilities
iv Indemnity
v Limitation of Liability
vi Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.
• Shareholder Agreements:
i Board rights
ii Veto rights
iii Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
iv Exit rights – IPO, third party sale, put option, buyback, drag rights
Session 4. Operative Provisions of M&A Documents
• Share purchase agreements:
i Representations and warranties
ii Indemnity
iii Limitation of Liability
Session 5. Cultural Issues in cross border Investments
• How business culture influences investment transactions, negotiations and drafting of documentation
• Cultural Impact on Due Diligence exercise
• Thinking what the deal looks like when ‘done’ – both in the short and long term
• Thinking exit issues early and carefully
• How ‘local’ to get?
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.
THE LALIT, Mumbai
Intercontinental The Lalit
Sahar Airport Road
Mumbai, Maharashtra-400059
Drop us a line and we will call you.
