PE, VC or M&A deals eventually creates a long term relationship between the investor & Investee that could last 5-10 years or even more. To ensure the relationship remains stable and is successful over such a long period, the elements of the relationship need to be clearly understood, thoughtfully negotiated and carefully documented, and must accommodate the legitimate interests of both the parties involved in a PE, VC or M&A Deals. 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 Negotiation & Deal Documentation a critical first step in the business relationship. Clear & unambiguous documentation is very significant to establish a win-win situation for the parties involved.
This one day course will identify the practical issues and create an understanding of the documentary processes relating to PE/VC and M&A transactions.
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 documenting 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:
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Session 1: Negotiation of PE, VC and M&A deals – Softer Aspects of Deal Making
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
Session 2: Common Issues in PE/VC and M&A
Arbitration
Governing Laws
Jurisdiction
Remedies and Enforcement
Competition law
New Companies Bill 2013
Session 3: Documentation of PE, VC Deals
Subscription agreements:
Conditions precedents
Representations and warranties
Due diligence and discovered liabilities
Indemnity
Limitation of Liability
Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.
Shareholder Agreements:
Board rights
Veto rights
Restrictions on transfer of securities - ROFO/ROFR/Tag/ Lock ins
Exit rights - IPO, third party sale, put option, buyback, drag rights
Session 4: Issues & challenges in M&A Documentation
Court scheme under section 391
De-Merger
Session 5: Issues & challenges in M&A Documentation …cont.
Asset sale
Slump Sale
Share Purchase Agreement
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.
Hotel Sea Princess, Mumbai
Hotel Sea Princess
Juhu Tara Road,
Juhu Beach,
Santacruz West,
Mumbai 400049
Drop us a line and we will call you.
