Introduction

Successful deal making strategies would not be complete without supreme command of the negotiation process and sound understanding of the structural elements of the deal. The combination of Negotiation, Structuring & Documentation impact the outcome of the deal.

 

VCCircle upcoming workshop on Structuring & Negotiation of PE and M&A Deals will upgrade & enhance your negotiation and deal structuring skills, which you can immediately put into practice. The course provides an in-depth understanding of technicalities involved in clear & thoughtful terms negotiation, proper deal structuring know-how to maximise the return and unambiguous deal documentation to avoid pitfall.

 


Benefits of attending


 - Get the inside track and experienced know-how
 - Learn key principals of effective negotiation - softer as well as legal aspects
 - Learn structural elements of deal & know-how to maximise the return
 - Avoid damaging and costly mistakes when drafting your Investment agreements
 - Develop creative, effective and bulletproof documents
 - Understand how to translate the “deal” to paper while avoiding becoming a convict of forms
 - Receive valuable and useful take-away: precedents, checklists, model agreements
 

Who should attend

 

 - Executives involved in PE/VC and M&A Deals               - Corporate/General/In-house Counsel

 - Investment/Fund Managers                                      - VPs & Managers from Legal Department

 - Private Equity & Venture Capitalist                            - Managing Directors  & Senior Management

 - Investment Bankers                                                - CFOs and Senior Finance Executives

 - Law Firms & Consultants                                          - Executives of M&A Team

 


Agenda


Session 1: Softer aspects of Deal Making


 • Key principles of negotiation
 • Common mistakes
 • Planning & preparation
 • Interest-based bargaining
 • Risk Sharing
 • 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
 • Pre-and Post closing Cooperation
 • Role Play

 

Session 2: Structuring of Deals


 • Deal structuring framework
 • Financial structure
 • Due Diligence
 • Valuation
 • Risk assessment
 • Debt financing
 • Interim liquidity
 • Eventual exit
 • Case studies

 

Session 3: Tax Structuring

 

 • Tax structuring prior to actual investment
 • Tax structuring during the term of investment
 • Structuring the exit
 

Session 4: Legal aspect of Deal Making


 • Planning and conducting agreement negotiation
 • Term sheet Negotiation
 • Understanding the needs of negotiating parties
 • Determining the rights and obligation of parties
 • Form of the purchase agreement and related documentation
 • Q&A

 

Session 5: Legal Issues & Documentation


 • Common legal issues
 • Enforceability & pitfalls
 • 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
 • Things to do to achieve good contract
 • Review of essential documents
 • Q&A



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 :

Mumbai

Vivanta By Taj President

90, GD Somani Road,
Cuffe Parade,
Mumbai - 400005


Do you have any queries?

Drop us a line and we will call you.