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

Introduction

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

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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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