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/VC 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.

Why you should attend:

  • 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 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

Structuring of Deals

  • Deal structuring framework

  • Financial structure

  • Due Diligence

  • Valuation

  • Tax considerations

  • Debt financing

  • Eventual exit

  • Case studies

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

 

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

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


Our Sponsors & Partners

Online Media Partner
OFFICIAL MAGAZINE PARTNER

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,

Mumbai


Do you have any queries?

Drop us a line and we will call you.