Essential Law for Finance Professionals

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Overview

To maintain a competitive position and stand out amongst their peers, financial professionals who are advising international clients require a greater breadth of knowledge and a deeper understanding of their clients requirements.

This intensive three-day course, Essential Law for Finance Professionals, has been designed specifically to meet that need and help finance professionals improve their understanding of various legal perspectives along with the commercial and financial strategy, all of which are interdependent. Initially developed to meet the requests of clients for in house courses, it is now available as a public course due to its increasing popularity. It will

By attending the course participants will be equipped to with tools and techniques to assess, analyse, and gain a thorough understanding of legal structures, whilst developing a deeper understanding of the essential legal aspects of corporate finance and private sector deals. Through case studies and group discussions, you will be better equipped to assess, understand, and analyse a client’s legal risks and position.

How this course will help you:

Delegates will gain a thorough knowledge of

  • The importance of pre contract documents – Letters of Intent and NDA’s 
  • Structuring and key documentation 
  • Legislation and regulation 
  • The deal process 
  • Reading through and understanding a share purchase agreements 
  • Key issues in corporate finance and private equity documentation 
  • Effective legal due diligence and how it is interdependent with financial and commercial due diligence and disclosure letters 
  • The significant role of warranties and there distinction to representations and indemnities 
  • Protecting Minority Rights 
  • How to read a legal document for non lawyers 
  • The significant issues in debt finance /loan agreements 
  • Private Equity investment agreements 
  • Modern corporate governance

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.

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

Introduction

  • Objectives
  • Structure of course
  • Identifying specific needs of the group

Forming a Contract

  • Basis of English Law
  • Why is it used for finance and cross border transactions
  • Essential elements of a contract under English Law
  • Different Branches of English Law affecting Finance Documents
     - Common Law
     - Equity and Trusts

Pre contract documents

How to use them to your advantage

  • Informal Contracts
  • Letters of Intent
  • Letter of Comfort
  • Memoranda of Understanding
  • Heads of Terms
  • Authority to Proceed
  • Side Agreements


Confidentiality Agreements/NDA’s

  • Purpose and 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
  • Can you enforce them?
  • Key terms
  • What you need to do protect your information
  • How to really protect confidential information
  • Current changing practice

Structures and Key Documentation

  • M & A structures
  • Float
  • Joint Ventures
  • Private Equity
  • Loans


Key Legislation and Regulation

  • FSMA – UK
  • MiFID – EU
  • Bank of England
     - FPC
     - PRA
  • FCA
     - UKA
     - FCA Handbook
  • London Stock Exchange
  • Companies Act 2006
  • Financial Services Act 2012


Day  2

The Deal Process and Preliminary Matters – Key Stages and Initial Legal Questions

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

Private M & A

  • Case Study – Working through the issues

Share Purchase Agreements – Key Sections and Why They Are There

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

Minority Rights Protection

  • Background
  • General protection
  • Right of first refusal
  • Pre – emption rights
  • ‘Piggyback’ rights
  • ‘Tag along’ rights
  • Deadlock
     - ‘Russian Roulette’
     - ‘Dutch Auction’
     - ‘Texas Shootout’

Due Diligence – Why and ‘Kicking the Tyres’

  • 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
Intellectual Property Rights – A Key Asset – Due Diligence Protection, Exploitation and Enforcement 

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

Warranties, Representations, Guarantees and Indemnities – How and Why they are directly related to Due Diligence and the Disclosure Letter

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

Disclosure Letter - Workshop

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


 

Day  3

Debt Finance - Loan Agreements

  • Types of loans
  • Overview of process
  • Terminology and key roles
  • Negotiating the Loan Agreement
     - Key mechanics
     - Interest, cost and fees
     - Conditions precedent
     - Representations and warranties
     - Financial covenants
     - Default, enforcement and remedies
     - Transfers

How to Read a Legal Document for Non Lawyers – What to Look For

  • Context
  • Objectives
  • Pointers
  • Practice


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

Private Equity

  • Background
  • Legal structures
  • Suite of documentation

Private Equity - Investment Agreement

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

Articles of Association – Purpose and Essential Sections to Know

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

Modern Corporate Governance - Private, Public, Trading Companies of all sizes

  • Purpose
  • Short history
  • Directors’ Duties and conflicts
  • Company procedure:
     - Board Meetings
     - Shareholder Approval
     - Articles of Association and Shareholders’ Agreements
  • Protection of minority interests
  • Directors’ remuneration
  • Company accounts and narrative reporting (including recent changes from the Non Financial Reporting Directives)
     - Health & Safety
     - Corporate Manslaughter
     - Other liabilities: Fraud Act, Bribery Act etc.

 

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