Corporate Finance Documentation School

3 days 3-5 Jul 2017, London UK £3,350.00 + VAT* Download brochure Add to basket

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Overview

A joining together of law and transactions in corporate finance, private equity and joint ventures. In depth and practical with case studies. Starting with potential structures of transactions, the deal process, including the critical and significant pre contract phase. Moving on to due diligence and its direct co- relation with warranties, representations and indemnities. Then with sample documents and checklists – specific sessions on Share Purchase Agreements for Acquisitions, Joint Venture Agreements, Articles of Association, and Investment Agreements for Private Equity.

This course will cover the latest trends, developments and legal issues impacting on the corporate finance, joint ventures and private equity industry. For an up to date, broad and deep knowledge about Corporate and Private Equity Finance Documentation from a legal and practical perspective this is a course you must attend.

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

London
Arun Singh

Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. He is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He specialises in international investment, joint ventures, licensing of technology, R&D, M&A, energy, outsourcing and corporate governance globally. He has worked with clients such as Standard Chartered, Bank of China, KPMG, Motorola and more.

He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate of Oxford University’s Institute of Legal Practice, a Visiting Lecturer to Cambridge University and a Visiting Fellow to Leeds University Business School where he focuses on leadership, cross-cultural dynamics in international business and international trade and investment.

He is the non-executive director of an international investment fund listed on the London Stock Exchange and Chairs another international investment company where he approves and selects investments, their acquisitions, sales and their structures.

He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management.

Arun is an editor and contributor to a number of publications, in April 2010 his book on Business and Contract Law was published by Thorogood.

Venue

London

Central London Hotel Venue

All courses are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds your expectations.

Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date.

Related Courses

Inhouse


 

Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company's exact requirements? If you'd like to do either of these, we can bring this course to your company's office. You could even save up to 50% on the cost of sending delegates to a public course.

To find out more about running this course in-house:





Our Tailored Learning Offering

If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

We produce learning solutions that are completely unique to your business. We'll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.



We can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Day 1



Getting the Structure Right

  • Context of the transaction
  • M & A structures
  • Joint Venture structures
  • Private Equity players and structures

 

The Deal Process and Preliminary Matters

  • The selling and buying process
  • Applicable law
  • Main principles
  • Process 
  • Shares or assets
  • Liabilities
  • Engagement letters


Pre Contract Documents

  • Informal contracts
  • Letter of intent
  • Memorandum of understanding
  • Heads of terms


Pre Contract Documents - Practical Drafting Workshop – Sample Document

  • Pre Contract Liability
  • Types of Binding and Non Binding Documents
  • Duties and Obligation
  • Common and civil law approach


Confidentiality Agreements and NDA’s

  • Functions of confidentiality agreements
  • The basic obligations: confidentiality, non-use, limits on copying, return of information
  • What is confidential information?
  • Typical negotiating issues and how they are resolved 
  • Dealing with breaches of confidence



PRACTICAL WORKSHOP: Confidentiality and NDA’s with Model Agreement and Checklist for future use

  • Drafting a confidentiality agreement
  • Considering the implications of an agreement from your counterpart

Due Diligence

  • Reviewing significant contracts
  • Regulatory compliance with laws
  • Insurance coverage and related issues
  • Litigation and claims
  • Understanding regulatory consents and hurdles to the proposed transaction
  • Dealing with specific cross border complications
  • Preparing a Due Diligence report
  • Identifying ‘deal – breakers’

 
Due Diligence – Workshop


DAY 2



Intellectual Property Rights – Due Diligence Protection, Exploitation and Enforcement

  • Inventions and patents
  • Trade marks and passing off
  • Copyright and database rights 
  • Design rights

 

Intellectual Property Rights – Workshop


Warranties, Representations, Guarantees and Indemnities

  • Definitions
  • Contrast them
  • Warranties
  • Distinguishing guarantees and indemnities
  • Does a guarantee vary the agreement
  • Representations

Warranties and Indemnities – Drafting Workshop

Disclosure Letter

  • Vendor’s approach
  • Purchaser’s approach
  • Knowledge
  • How full and complete?
  • Example
  • Checklist

 

Private M & A

  • Case Study – Working through the issues

Share Purchase Agreements

  • General structure
  • Definitions
  • Purchase price
  • Closing procedure
  • Warranties
  • Seller protection
  • Umbrella agreements
  • Conditions to completion
  • Goodwill


Investment Agreement

  • Conditions
  • Warranties
  • Investor controls
  • Issues raised by management
  • Corporate Governance
  • Minority protection
  • Syndication




 

DAY 3

 

Joint Ventures 

  • Preliminary questions
  • Deciding structure – advantages and disadvantages
  • Limited liability company
  • Strategic alliances
  • Key business factors and objectives
  • Control and direction – the role of directors
  • Employees
  • Funding methods


Case Study

  • International Joint Ventures – Solving Issues
  • Participants will look at the background context, review re term sheet in facilitated group work


Drafting Joint Venture Agreements – Workshop

  • Role of partners
  • Exclusivity provisions
  • Reserved matters
  • Exit provisions
  • Choice of law
  • Accounting and currencies

 

Articles of Association

  • What and why?
  • Content
  • Key Matters
  • Directors
  • Memorandum of Association
  • Board Meetings 
  • Resolutions
  • Model Articles


Warranty and Representations – Claims

  • Indemnities
  • Warranties
  • Making a claim
  • Damages
  • Misrepresentation
  • Limitation of liability

 

Learnings and Reflections – Consolidation

Checklists

Case Studies

Sample documents

  • Letter of Intent
  • Confidentiality Agreement
  • Articles of Association
  • Share Purchase Agreement
  • Joint Venture Agreement
  • Investment Agreement
Why us


We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

  • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
  • Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
  • Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
  • Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
  • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product