22 May, 2015

Negotiation, Structuring & Documentation of PE/VC and M&A Deals

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

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

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.

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