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