Introduction:
PE, VC or M&A transactions result in long term partnership between investors and investees. To ensure the partnership remains stable and is successful over such a long period, the elements of the relationship need to be clearly understood, thoughtfully negotiated, carefully documented, and must accommodate the legitimate interests of both the parties involved in a PE, VC or M&A Deals.
The investor would want to make sure its investment is protected, and the company would want to make sure it's able to do business unhindered and that the founders have protected their interests in the venture. This makes Negotiation & Deal Documentation a critical part of any deal transaction. Clear & unambiguous documentation is very significant to establish a win-win situation for the parties involved.
This one day course will identify the practical issues in deal documentation, and create an understanding of the legal processes relating to PE/VC and M&A transactions.
Why you should attend:
· Get the inside track and experienced know-how
· Learn critical principals of negotiating and drafting
· Avoid damaging and costly mistakes when drafting your agreements
· Develop creative, effective and bulletproof documents
· Understand how to translate the “deal” to paper while avoiding becoming a convict of forms
· Anticipate and prevent future conflicts through good drafting
· 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
Directors of Strategic Planning
Private Equity & Venture Capitalist
Commercial and Investment Bankers
Law Firms & Business Consultants
Corporate/General/In-house Counsel
VPs & Managers from Legal Department
Contract Managers/Specialists
Managing Directors & Senior Management
CFOs and Finance Executives
Executives of M&A Team
Experts:
1. VAIBHAV PARIKH : PARTNER AND HEAD OF FUND INVESTMENTS PRACTICE, NISHITH DESAI ASSOCIATES
2. NITIN POTDAR: PARTNER, JSA LAW
3. SIMONE REIS: COMPETITION LAW GROUP, NISHITH DESAI ASSOCIATES
4. RAJU DODTI : SENIOR DIRECTOR LEGAL - IDFC
Agenda:
Session 1: Negotiation of PE, VC and M&A deals
- Planning and conducting agreement negotiation
- Understanding the needs of negotiating parties
- Determining the rights and obligation of parties
- Are PEs tough negotiators? How does one get the best from negotiating with a PE?
- How can PEs maximise the opportunity and get a good deal for themselves
Session 2: Common Issues in PE/VC and M&A
- Arbitration
- Governing Laws
- Jurisdiction
- Remedies and Enforcement
- Competition law
Session 3: Documentation of PE, VC Deals
- Subscriptttion agreements:
1. Conditions precedents
2. Representations and warranties
3. Due diligence and discovered liabilities
4. Indemnity
5. Limitation of Liability
6. Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc
- Shareholder Agreements:
1. Board rights
2. Veto rights
3. Restrictions on transfer of securities - ROFO/ROFR/Tag/ Lock ins
4. Exit rights - IPO, third party sale, put option, buyback, drag rights
Session 4: Issues & challenges in M&A Documentation
- Court scheme under section 391
- De-Merger
Session 5: Issues & challenges in M&A Documentation …cont.
- Asset sale
- Slum Sale
- Share Purchase Agreements
Date: 14th December
Venue: Hotel Intercontinental Marine Drive, Mumbai
Link: https://training.
Registration
The standard fees is INR 18000 plus 12.36% service tax
(5 % Special Discount for LAWyerscluindia members )
Early Bird Discount
20% discount till 6th December'2012 i.e. INR 14,400 + 12.36% (Service Tax)
For more information contact:
Varun Sharma: 09910779812
Email: training@vccircle.com
