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
• 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
Legal Issues & Documentation
• Common legal issues (PE, VC and M&A)
• 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
PE/VC and M&A Deal Structuring
• Deal structuring framework
• Financial structure
• Due Diligence
• Valuation
• Risk assessment
• Debt financing
• Interim liquidity
• Eventual exit
• Case studies
Tax Structuring
• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit