Corporate Finance School: Legal Issues

5 days 30 Apr - 4 May 2018, London UK £4,995.00 + VAT* Download brochure Add to basket
5 days 21-25 Oct 2018, Dubai UAE £4,995.00 Download brochure Add to basket
5 days 10-14 Dec 2018, London UK £4,995.00 + VAT* Download brochure Add to basket

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Overview

Corporate Finance School: Legal Issues is made up of 2 individually bookable modules:

Module 1: Mergers & Acquisitions: A Legal Guide to M&A (Corporate Finance School)

Module 2: Private Equity: Legal Perspectives & Documentation (Corporate Finance School)


The course is built around actual case studies illustrating current practices including:

• BA/Iberia merger;
• Marathon corporate restructuring; Tommy Hilfiger LBO;
• Phelps Dodge M&A valuation; Royal Bank of Scotland; Allianz;
• Real estate company;
• and many others.

The case study work will include team based negotiation and excel modelling (using spreadsheets supplied).

The course is delivered by Paul Richards, who has substantial banking expertise and experience of delivering courses in finance to banks and financial institutions all over the world. He has also taught MBAs and Masters in Finance students in leading UK business schools.

Course objectives

The course delivers in-depth exposure to all the main corporate finance disciplines including valuation, M&A and acquisition financing, LBOs and debt restructuring as well as the associated model-building.


Teaching techniques

• The course is delivered by means of a combination of short lecture session followed by practical case studies some of which involve using excel models.

• The sessions are highly interactive and questions and attendee participation is encouraged.

• Case study work also involves negotiation which is undertaken in small groups.

• The concepts taught, the exercises and the case studies are designed to be of practical benefit to attendees and are immediately usable in the workplace.

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.

Dubai
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.

London

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.

Dubai

Dubai Hotel

This programme takes place on a non-residential basis at a central Dubai hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Dubai has an incredible number of hotels. Courses held here are mainly held at the J.W. Marriot hotel, Sheraton Dubai Creek and Le Meridien all in central Dubai.
 
J.W. Marriott Hotel – Abu Baker Al Siddique Road, PO Box 16590, Dubai, U.A.E
Phone +971 4 607 7811; Fax +971 4 607 7011
www.marriott.com
 
At the JW Marriott Dubai you will enjoy luxury on your terms; impeccable service and elegant surroundings allow you to relax and focus on your own agenda. With 344 luxuriously appointed rooms and suites the J.W. Marriott provides an oasis of calm in a busy city while the award-winning restaurants have the recipe for satisfying a taste for international flavour.        
 
Sheraton Dubai Creek – Baniyas Street, PO Box 4250, Dubai, U.A.E
Phone +971 4 228 1111; Fax +971 4 221 3468
www.starwoodhotels.com
 
After undergoing a complete renovation, the Sheraton Dubai Creek Hotel& Towers reopened October 10th, 2002 with a fully refurbished interior and exterior. The 255 room hotel now offers more creek-view rooms, redesigned atrium lobby, outstanding food and beverage facilities, upgraded rooms with state-of-the-art data connectivity, and Dubai's newest conference facilities. 

Le Meridien – PO Box 10001, Airport Road, Dubai, U.A.E
Phone +971 4 282 4040; Fax +971 4 282 5540
www.lemeridien-dubai.com
 
Le Meridien Dubai is a five star deluxe hotel built on two floors and surrounded by 38 acres of landscaped gardens. The hotel is elegantly furnished with a french accent that incorporates the individual character and flair of the local culture. The hotel is minutes away from the commercial districts and shopping centres and a short distance from Dubai International Airport. Facilities include a choice of 15 restaurants and bars, 24-hour room and laundry service, two fully equipped business centres and a state-of-the-art Spa and fitness club.

 
 

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.

inhouse-learn-more

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

Overview: Structuring and negotiating the acquisition

  • Context of the acquisition
  • The selling process
  • Valuation issues
  • Other pre-sale issues

Transaction management

  • Instructing counsel
  • Engagement letters
  • Contractual protection
  • Analysing accounts
  • Use of technology

Workshop: Drafting the preliminary agreements

  • Letters of intent
  • Heads of terms
  • Enforceability
  • Confidentiality undertakings
  • Information memorandum
  • 'Subject to contract'
  • Choice of law/jurisdiction
  • Lock out
  • Failed costs

Workshop: Confidentiality agreements

  • Dealing with confidential information

  • Types
  • Drafting agreements
  • What is confidential information?
  • Types of disclosure
  • Commercial confidences
  • Drafting a confidentiality agreement

Valuation concept for non-finance people

  • Process
  • Discounted cash flow
  • Return on investment
  • Price earnings ratio
  • Similar transactions
  • Net asset value

Day 2

Legal 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

Workshop: Drafting a disclosure letter

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

Intellectual property rights

  • Key IP rights
  • IP due diligence
  • Ownership
  • Warranties

Negotiating and drafting share purchase agreements - the general terms

  • General structure
  • Definitions
  • Purchase price
  • Closing procedure
  • Arbitration
  • Tax deed

Is it necessary?

  • Deed or warranty
  • Scope
  • Checklist
  • Drafting

Day 3

Key clauses – Comparative law implications

  • Letter of intent
  • Best endeavours, best efforts, reasonable endeavours
  • Confidentiality clauses
  • Penalty clauses
  • Force majeure
  • Hardship

Corporate governance

  • Codes
  • Directors
  • Fiduciary duties
  • Investors
  • Audit committee
  • Information flow

Warranty claims

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

Workshop: Negotiating and drafting share purchase agreements – the specific terms

  • Warranties
  • Seller protection
  • Umbrella agreements
  • Conditions to completion
  • Goodwill
  • Post merger integration
  • Why bother?
  • Pre-merger preparation
  • Going for the real win - post merger integration that works

Case Studies




 

Day 4

What is Private Equity?

  • Fund structures
  • When is private equity used
  • The parties
  • Internal rate of return
  • Provider’s ancillary issues
  • Debt funders requirements
  • Management requirements

The Deal Process and Preliminary Matters

  • Overview
  • Engaging advisers
  • Engagement letters
  • Limitations of liability
  • Proportionality
  • Heads of agreement
  • Confidentiality

Principal Documents and Business Plan

  • Background
  • Contractual structure
  • MBO – principal documents
  • Acquisition - key documents
  • Debt v Equity
  • Loan v Debt
  • Business plan

Managing the Transaction

  • Preparation
  • Offer
  • Transaction management
  • International transactions
  • Completion

Due Diligence

  • Types of Due Diligence
  • Lawyer’s role
  • Process
  • Relevance to warranty claims
  • Accountants Due Diligence
  • Legal Due Diligence
  • Due Diligence Report

Valuation for Non-Financial People

  • Process
  • Discounted cash flow
  • Return on investment
  • Price earnings ratio
  • Similar transactions
  • Net asset value

Management Due Diligence

  • Managing expectations
  • Best practice
  • Deal structures
  • Intelligence gathering
  • Searches
  • References
  • Profiling management teams and chairperson
  • Evaluations

Day 5

Acquisition Agreement

  • Parties
  • Price
  • Risk allocation
  • Conditionality
  • Consequences of conditionality

Investment Agreement - Part One

  • Conditions
  • Mechanics of investment
  • Warranties
  • Investor controls
  • Issues raised by management

Investment Agreement - Part Two

  • Corporate governance
  • Minority protection
  • Syndication
  • Exit

Articles of Association

  • Share structure and core share rights
  • Voting
  • Dividends
  • Return of capital and allocation of share proceeds
  • Ratchet
  • Share transfers
  • Directors
  • Quorum
  • Class rights

Warranties

  • Warranties, guarantees and indemnities
  • Limitations
  • Knowledge and awareness
  • Disclosure letter

Exits

  • Exit planning
  • Due diligence
  • Share sale
  • Warranties and covenants
  • Completion accounts and locked box mechanisms
  • Restrictive covenants
  • Confidentiality
  • IPO’s

Takeaway: Checklists and Sample documents

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