Session 1: Negotiation of PE, VC and M&A deals
- Planning and conducting agreement negotiation
- Understanding the needs of negotiating parties
- 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
Session 2: Common Issues in PE/VC and M&A
- Arbitration
- Governing Laws
- Jurisdiction
- Remedies and Enforcement
- Competition law
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 Agreements