Introduction

PE, VC or M&A transactions result in long term partnership between investors and investees. To ensure the partnership remains stable and is successful over such a long period, the elements of the relationship need to be clearly understood, thoughtfully negotiated, 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 its investment is protected, and the company would want to make sure it's able to do business unhindered and that the founders have protected their interests in the venture. This makes Negotiation & Deal Documentation a critical part of any deal transaction. 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 in deal documentation, and create an understanding of the legal 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 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:

  • 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

            - 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


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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 :

Intercontinental Marine Drive, Mumbai

Intercontinental Marine Drive

Mumbai


Do you have any queries?

Drop us a line and we will call you.