Overview
Deal-making strategies won't be successful without a good command over the term-sheet negotiation process and sound understanding of the structural elements of a deal. The outcome of any deal depends on negotiation, structuring and documentation skills of the parties involved.
VCCircle's upcoming workshop, Structuring and Documentation of PE/VC and M&A Deals, will enhance your deal-making skills that you can immediately put into practice. The course will provide an in-depth understanding of the technicalities involved in clear and well thought out term-sheet negotiation, proper deal structuring know-how to maximise returns and unambiguous deal documentation to avoid pitfalls
Benefits of attending
• Get the inside track and experienced know-how
• Learn key principles of effective negotiation
• Learn structural elements of a deal and 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
Target Audience:
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Agenda
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
Venue :
Mumbai
JW Marriott Hotel Mumbai Sahar
IA Project Road | Chhatrapati Shivaji International Airport | Andheri | Mumbai - 400099 | India
Do you have any queries?
Drop us a line and we will call you.
