Introduction

Private equity and venture capital are among the most important sources of funding for companies with high growth potential. Such funding not only helps these businesses scale up, but also supports them with strategy, processes, expansion, market intelligence as well as mentorship at critical stages of their development. Company’ need right investment at right time to make it big and successful. Classic examples are Flipkart, Paytm, Byjus, Dream 11 & Ola.

India is one of the most attractive & emerging investment destinations for PE VC funds. That said, funds are increasingly becoming selective while making investment decisions and quality of business is a priority. Given the economic and other impact of the Covid-19 Crisis, it is important to be abreast of the emerging issues across business sectors, growing expectations amongst the funds and their impact on PE/VC deals.

On the other hand, a lot of effort goes in finding the right investor for a business or vice versa. When you do, it is important to have investment agreements that represents the interests of everyone involved. The investor would want to make sure its 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.

VCCircle’s upcoming workshop will equip delegates decode Government policies, and their impact on commercial transactions; preparing potential sellers to handle M&A; preparing companies to raise funds or expand their companies, exit planning alternative potential exit routes. This program will also create a solid understanding of the documenting processes relating to PE/VC and M&A transactions, valuation considerations and deal making in the covid and post-covid era; the future of tax on deals; key tax watch outs and mitigation strategies; 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 maximize returns and unambiguous deal documentation to avoid pitfalls and will enhance your deal-making skills that you can immediately put into practice.

Key Takeaways:

  • Grasp the logic and underlying principles of private equity financing - fund for business, strategic advice, information and assistance at critical stages of business cycle
  • Structuring and setting up fund investment vehicles
  • Prepare for raising fund - Business plan, due diligence, valuation and investment model
  • Impact and Response of Global tax regulators to the Covid- 19 crises
  • Fund Raising process – finding, selecting, negotiation, closing Investment deals and exit strategies
  • Modes of private equity financing – equity, venture capital, venture debt and mezzanine
  • Risk evaluation for PE Fund and drafting your investment agreements - financial risk, legal risk, commercial risk, ESG risk amongst others
  • Get the nuanced understanding and know-how on deal making environment and outlook
  • Learn structural elements of deal & key principals of effective negotiations
  • Key tax watch outs & mitigation strategies
  • Emerging issues across business sectors due to Covid-19 outbreak


Target Audience

  • Entrepreneurs & organizations looking to raise funds
  • CXOs, MDs, Directors and Senior Management
  • Executives involved in PE/VC and M&A Deals
  • CFOs, Financial Directors, Directors of Strategic Planning and Senior Finance Executives
  • Corporate/General/In-house Counsel/Company Secretaries
  • Investment Bankers, Professional Advisers, Law Firms & Consultants
  • Individual, Private and Institutional Investors
  • VPs & Managers from Legal Department
  • Investment/Fund Managers
  • Private Equity & Venture Capitalist

Agenda

8:30 AM onwards
  • 8:30 AM – 8:50 AM

    Registration

  • 8:50 AM – 9:00 AM

    Welcome Address

  • 9:00 AM – 10:30 AM

    Introduction to PE/VC Fundraising - an investor's perspective

    Topics covered:

    • When should you fundraise?
    • Preparation and process
    • Fundraising strategy
    • Pitfalls and challenges

    Presenter: Imran Jafar, Managing Partner, Gaja Capital

  • 10:30 AM – 12:00 PM

    Fund Raising & Managing Liquidity: Deal Value considerations during crisis & the opportunity

    Topics covered:

    • Potential impact of Covid-19 on deal making environment
    • Managing liquidity and cash flows for corporates – key considerations
    • Getting ready for fund-raising / M&A & deal making process – how to accelerate and prepare to raise funds / M&A
    • Due diligence considerations, financial and commercial due diligence  
    • Valuation considerations – valuation impact assessment
    • How to leverage & create the deal making opportunity in these times

    Raja Lahiri, Partner, Transaction Advisory Services, Grant Thornton India & Alok Verma, Senior Strategy Leader and Partner, Grant Thornton

  • 12:00 PM – 1:30 PM

    Investment Funds

    Topics covered:

    • Choosing the right investment vehicle – commercial, legal, regulatory and tax considerations
    • Setting up investment vehicles in India – core focus on AIFs
    • Setting up offshore investment vehicles to investment in India with focus on FDI and FVCI routes
    • Unified and co-investment fund structures  
    • Tax considerations

    Presenter: Yash Bansal, Partner, Trilegal

  • 1:30 PM – Onwards

    Day 1 Concludes

DAY 2
8:50 AM onwards
  • 8:50 AM – 9:00 AM

    Welcome Address

  • 9:00 AM – 10:30 AM

    TAX: PE / VC fund raising - Tax and Structuring issues in the current regime/circumstances

    Topics covered:

    • Structuring considerations on PE/VC investments including type of instruments,  return on investment, key tax and regulatory aspects, creating ratchet mechanism, exit considerations, with specific underlying reference to Covid-19 and the impact created thereof,
    • Analysis of tax risks on deals including mitigation, tax indemnities/ insurance and other protection measures
    • Fund level structuring considerations for investments and exits  

    Presenter: Anil Talreja, Partner, Deloitte Haskins & Sells

  • 10:30 AM – 12:00 PM

    Overview of documentation involved and key legal issues

    Topics covered:

    • Typical deal flow and mechanics
    • Understanding key provisions and underlying principles under the following documents:
    • Confidentiality Agreements
    • Term sheets
    • Share subscription agreements
    • Share purchase agreements
    • Shareholder agreements with focus on Exits
    • Employment agreements
    • Inter-se agreements

    Presenters: Karan Kalra, Founder, Bombay Law Chambers

  • 12:00 PM – 1:30 PM

    Significance of ESG, Sustainability and Impact in Fund Raising

    Topics covered:

    • Concept of ESG, Sustainability and impact?
    • Requirements of institutional investors, DFI’s, and private equity
    • How does one begin on the journey of ESG?
    • Value of ESG and Impact in fund raising
    • Due Diligence considerations
    • ESG Disclosure and its influence in Fund Raising
    • Significance of ESG in the post COVID era

    Presenter: Saugat Roy, Principal Consultant, ERM: Environmental Resources Management

  • 1:30 PM – Onwards

    Day 2 Concludes

DAY 1
8:30 AM onwards
  • 8:30 AM – 8:50 AM

    Registration

  • 8:50 AM – 9:00 AM

    Welcome Address VCCircle

  • 9:00 AM – 10:45 AM

    Getting a deal done - the art and science of deal negotiations

    Topics covered:

    • Negotiation as Science: Prepare, Listen, Learn, Observe, Inform
    • Negotiation as Art: Process, Listen, Communicate, Adapt, Connect
    • Dealing with biases
    • Creating and claiming value
    • Closing the deal

    Presenter: Imran Jafar, Managing Partner, Gaja Capital

  • 10:45 AM – 12:45 PM

    Deal making under the "new normal": Deal Value considerations & due diligence

    Topics covered:

    • Deal making environment and outlook
    • Key deal drivers and negotiation process
    • Due diligence considerations, financial and commercial due diligence  
    • Valuation considerations – valuation impact assessment
    • Implications of the impact on the economy by covid
    • Case studies and learnings

    Presenter: Shanthi Vijetha, Partner, Grant Thornton India LLP

  • 12:45 PM – Onwards

    Day 3 Concludes

DAY 2
8:50 AM onwards
  • 8:50 AM – 9:00 AM

    Welcome Address VCCircle

  • 9:00 AM – 10:30 AM

    Tax Structuring

    Topics covered:

    • Deal dynamics from a structuring perspective
    • Critical areas in definitive documents requiring tax inputs
    • Mitigating potential tax risks
    • Whats different in the Covid regime?
    • Recent issues and budget impact

    Presenter: Anil Talreja, Partner, Deloitte Haskins & Sells

  • 10:30 AM – 12:30 PM

    Legal Documentation: Understanding the nuances of investment documents and mastering the art of negotiations

    Topics covered:

    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

    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
    • Key negotiation points – Investment Agreements v. Shareholders Agreements.
    • Risk sharing – determining the rights and obligations of various stakeholders
    • Navigating the PE universe
    • Common mistakes

    Presenter: Karan Kalra, Founder, Bombay Law Chambers

  • 12:30 PM – Onwards

    Course Concludes

DAY 3

Experts

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Alok Verma

Senior Strategy Leader and Partner, Grant Thornton
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Anil Talreja

, Deloitte Haskins & Sells
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Imran Jafar

Managing Partner, Gaja Capital
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Karan Kalra

Founder, Bombay Law Chambers
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Raja Lahiri

Partner - Transaction Advisory Services, Grant Thornton India LLP
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Shanthi Vijetha

Partner, Grant Thornton India LLP
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Saugat Roy

Principal Consultant, ERM: Environmental Resources Management
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Yash Bansal

Partner, Trilegal

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.


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