Introduction

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:

  • Executives involved in PE/VC and M&A Deals

  • Investment/Fund Managers

  • Directors of Strategic Planning

  • Private Equity & Venture Capitalist

  • Commercial and Investment Bankers

  • Law Firms & Business Consultants

  • Corporate/General/In-house Counsel

  • VPs & Managers from Legal Department

  • Contract Managers/Specialists

  • Managing Directors & Senior Management

  • CFOs and Finance Executives

  • Executives of M&A Team

 


Agenda

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:

  1.  Conditions precedents

  2.  Representations and warranties

  3.  Due diligence and discovered liabilities

  4.  Indemnity

  5.  Limitation of Liability

  6.  Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.

  • Shareholder Agreements:

  1.  Board rights

  2.  Veto rights

  3.  Restrictions on transfer of securities - ROFO/ROFR/Tag/ Lock ins

  4.  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


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 :

Hotel Sea Princess, Mumbai

Hotel Sea Princess

Juhu Tara Road,
Juhu Beach,
Santacruz West,
Mumbai 400049


Do you have any queries?

Drop us a line and we will call you.