Private equity and M&A deal making is increasingly getting complex. The key to a successful deal is a fool proof contract and agreement which is negotiated and struck between two parties. The investor would want to make sure his 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. In the case of an M&A as well, the two parties need to protect each other's interests, and how this is done depends on how your agreements are drafted.
VCCircle Training is organizing a one day extensive workshop on "Negotiation & documentation for PE, VC and M&A Deals" in Mumbai on 14th December at the Hotel Intercontinental Marine Drive.
This workshop will help professionals involved in PE, VC and M&A Deals in:
- Getting the inside track and experienced know-how
- Learning critical principals of negotiation and documentation
- Avoiding damages and costly mistakes when documentating the agreements
- Developing creative, effective and bulletproof documents
- Understanding how to translate the “deal” to paper while avoiding becoming a convict of forms
- Anticipating and preventing future conflicts through good drafting
- Receiving valuable and useful take-away: precedents, checklists, model agreements
During the course of this training attendees will get a chance to hear & interact with Experts on critical issues of -
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
Common Issues in PE/VC and M&A
- Arbitration
- Governing Laws
- Jurisdiction
- Remedies and Enforcement
- Competition law
Documentation of PE, VC Deals
Subscription 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
Issues & challenges in M&A Documentation
1. Court scheme under section 391
2. De-Merger
3. Asset sale
3. Slum Sale
4. Share Purchase Agreements
Course Experts:
Vaibhav Parikh - Partner & Head Fund Investment Practice, Nishith Desai Associates
Nitin Potdar - Partner & Head M&A Practice, J. Sagar Associates
Raju Dodti - Sr. Director Legal, IDFC
Simone Reis - Sr. Member Competition Law Group, Nishith Desai Associates
Gerald Manoharan - Partner, J. Sagar Associates
For more details please contact Anand / Fazal on training@vccircle.com or call at 0120 4171111
