Introduction

Inflow of Investment is usually a joyous time for any business. A lot of effort goes in finding the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved. The investor would want to make sure his investment is protected, and the company will want to make sure that the funds are delivered smoothly and the founders have protected their stake in the venture. This makes writing a proper investment contract a critical first step in the business relationship. Clear & unambiguous investment agreement is very significant to establish a win-win situation for the parties involved in any PE, VC and M&A Deals.

This program will create a solid understanding of the documentary processes relating to PE/VC and M&A transactions, identifying commercial issues and producing clear instructions to lawyers and executives involved. It will also help in equipping with 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 and will enhance your deal-making skills that you can immediately put into practice.

Why 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 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

Who should attend?
 • Executives involved in PE/VC and M&A Deals
 • Investment/Fund Managers
 • Private Equity & Venture Capitalist
 • Investment Bankers
 • Law Firms & Consultants
 • Corporate/General/In-house Counsel
 • VPs & Managers from Legal Department
 • Managing Directors & Senior Management
 • CFOs and Senior Finance Executives
 • Executives of M&A Team


Agenda

Session 1:
Negotiation of PE, VC and M&A deals

  • Key negotiation tools – using each advisor set effectively
  • Appreciating the different outlook of each negotiating stakeholder – founders/ promoters, existing investors, key employees, strategic investors
  • Term Sheet items v. Definitive Document items
  • Key negotiation points – Investment Agreements v. Shareholders Agreements.
  • Risk sharing – determining the rights and obligations of various stakeholders
  • Navigating the PE universe
  • Common mistakes

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
  • Recent issues and budget impact
  • Mitigating tax risks
  • Overview of indirect tax regime

Session 4:
Legal Issues & Documentation

Overview of the fund raising process from a legal perspective

Documents that may be involved and their purpose / utility:

  • Term Sheets
  • Non-Disclosure / Confidentiality Agreements
  • Subscription agreements
  • Share purchase agreements
  • Shareholders’ agreements
  • Business transfer Agreements
  • Inter-se agreements
  • Employment contracts

Critical provisions of these documents:

  • Understanding the key provisions along with practical illustrations
  • Analysis of what are fair / generally accepted positions
  • Things to do to achieve good contract
  • Review of essential documents
  • Q&A

Speakers

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Jay Parikh

Partner, L&L Partners
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Raja Lahiri

Partner - Transaction Advisory Services, Grant Thornton India LLP
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Hemal Mehta

Partner, M&A Tax, Deloitte India
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Karan Kalra

Senior Member, Nishith Desai Associates

Sponsors


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 :

ITC Grand Central, A Luxury Collection Hotel, Mumbai

Date: September 27, 2019


Do you have any queries?

Drop us a line and we will call you.