Overview
Successful deal making strategies would not be complete without a sound understanding of the negotiation techniques and process. Clear understanding of the structural elements of the deal, refined negotiation and unambiguous documentation will bring about a desired outcome in any deal.
VCCircle Training's upcoming workshop on Structuring and Negotiation of PE and M&A Deals will enhance your negotiation, deal making and structuring skills, which can immediately be put into practice. The course provides an in-depth understanding of technicalities involved in clear and thoughtful terms negotiation, proper deal structuring know-how to maximize the return and unambiguous documentation to avoid pitfalls.
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
Target Audience:
- 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: Negotiation of PE, VC and M&A deals
- Planning and conducting agreement negotiation- Key principles of negotiation
- Interest-based bargaining - Understanding the needs of negotiating parties
- Term sheet Negotiation
- Form of the purchase agreement and related documentation
- 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: Deal Structuring
- Deal structuring framework
- Financial structure
- Valuation
- Risk assessment
- Debt financing
- Interim liquidity
- Eventual exit
- Case studies
Session 3: Tax Structuring
- Structuring prior to actual investment
- Structuring during the term of investment
- Structuring the exit
Session 4: Legal Issues & Documentation
- Common legal issues (PE, VC and M&A)
- Enforceability & pitfalls
- Subscription agreements:
-Conditions precedents
-Representations and warranties
-Due diligence and discovered liabilities
-Indemnity
-Limitation of Liability
-Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc
- Shareholder Agreements:
- Board rights
- Veto rights
- Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
- Exit rights – IPO, third party sale, put option, buyback, drag rights
- Things to do to achieve good contract
- Review of essential documents
- Q&A
Venue :
Mumbai
Hilton Mumbai International Airport,
Sahar Airport Road, Andheri (East), Mumbai 400 099
Do you have any queries?
Drop us a line and we will call you.
