Drafting Investment Agreement for PE, VC and M&A Deals
  • Introduction
  • Agenda
  • Experts
  • Venue
  • Partner
  • Registration

Receiving investment is a happy time for any business. It usually takes a lot of work to find the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved. The investor would want to make sure his investment is protected, and the company will want to make sure the funds are delivered smoothly and that the founders have protected their stake in the venture. This makes writing a proper investment contract a critical first step in the business relationship. Clear & unambiguous investment agreement is very significant to establish a win-win situation for the parties involved in any PE, VC and M&A Deals.

This one day programme will create a solid understanding of the documentary processes relating to PE/VC and M&A transactions, identifying commercial issues and producing clear instructions to lawyers and executives involved. It will also help in equipping with the technicalities involved in clear and well thought out term-sheet negotiation, proper deal structuring know-how to maximise returns and unambiguous deal documentation to avoid pitfalls and will enhance your deal-making skills that you can immediately put into practice.

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

  • Investment Bankers/Commercial Bankers

  • Law Firms & Consultants

  • Corporate/General/In-house Counsel

  • Corporate/Commercial Lawyers

  • VPs and Managers from Legal Department

  • Managing Directors and Senior Management

  • CFOs and Senior Finance Executives

  • Executives of M&A Team

  • Directors of Strategic Planning

  • Contract Managers/Specialists

Session 1. Negotiation of PE, VC and M&A Deals
• Planning and conducting agreement negotiation - Key principles of negotiation
• Interest-based bargaining - Understanding the needs of negotiating parties
• Risk Sharing - 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 mistakes
• Pre and Post closing Cooperation

Session 2. Legal Issues & Documentation
• Common legal issues (PE, VC and M&A)
• Enforceability & pitfalls
• Subscription agreements:
  i  Conditions precedents
  ii Representations and warranties
 iii Due diligence and discovered liabilities
  iv Indemnity
  v  Limitation of Liability
  vi Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.
• Shareholder Agreements:
  i   Board rights
  ii  Veto rights
  iii Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
  iv  Exit rights – IPO, third party sale, put option, buyback, drag rights
• Things to do to achieve good contract
• Review of essential documents
• Q&A

Session 3. PE, VC and M&A Deal Structuring
• Deal structuring framework
• Financial structure
• Due Diligence
• Valuation
• Risk assessment
• Debt financing
• Interim liquidity
• Eventual exit
• Case studies

Session 4. Tax Structuring
• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit

Raja Lahiri Raja Lahiri Partner - Transaction Advisory Services, Grant Thornton India LLP
 
Anil Talreja Anil Talreja Partner, Deloitte Haskins & Sells
Connect via  
 
Simone Reis Simone Reis Co- Head - M&A Practice, Nishith Desai Associates
 
Karthik Mahalingam Karthik Mahalingam Partner, Shardul Amarchand Mangaldas & Co
 

Hotel Taj Lands End
Byramji Jeejeebhoy Road
Bandstand Road, Mt Mary
Bandra West
Mumbai 400050

In case of queries, please email us at training@vccircle.com


Industry Partner

Lexis Nexis

LexisNexis Legal & Professional (www.lexisnexis.com) is a leading global provider of content and technology solutions that enable professionals in legal, corporate, tax, government, academic and non-profit organizations to make informed decisions and achieve better business outcomes.  As a digital pioneer, the company was the first to bring legal and business information online with its Lexis® and Nexis® services. Today, LexisNexis harnesses leading-edge technology and world-class content, to help professionals work in faster, easier and more effective ways. Through close collaboration with its customers, the company ensures organizations can leverage its solutions to reduce risk, improve productivity, increase profitability and grow their business.

Industry Partner

Corporate Law Reporter

Corporate Law Reporter is the Fastest Indian Law Journal on Corporate Laws delivered Everyday in your Mailbox - Free.

The online Journal brings daily legal updates, articles and analysis from the world of Corporate Laws, Governance & Compliance.

Corporate Law Reporter also contains complete text of all the sections of Companies Act, 2013 along with all Rules, Notifications, Circulars and Orders issued by the Ministry of Corporate Affairs.

You can logon to the website or click at the link below to subscribe for the free journal and be the first one to get legal updates and notifications in your mail box.

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Industry Partner

AIBI

AIBI is a voluntary association of Investment Bankers in the country. It was formed in 1990’s at the initiative of Indian Capital Markets regulatory body, SEBI. All Merchant Bankers, registered with SEBI are eligible to be members of AIBI. AIBI is India’s only association representing the investment banking industry.

On January 21, 2012 the name of the Association was changed to “Association of Investment Bankers of India” to encompass all the activities carried out by the Investment Bankers other than Issue Management. Currently, there are fifty seven members of the association.

AIBI-in a new direction: AIBI is now reinventing itself. AIBI strives to be an objective Industry body with a credible action plan. AIBI balances its role as an industry body with its role of an influencer so that there is never any conflict of interest for the members and ensure that its activities are not confined to selected few but are available and are beneficial to all members.

AIBI is represented, through its Chairman, on SEBI’s Primary Market Advisory Committee, a forum that provides an opportunity to present the industry’s viewpoint on various issues. In the last one year AIBI has made significant strides in enhancing its capabilities. We have been working closely with SEBI in the recent times in improving the efficiencies of the Indian Capital Markets.
AIBI has a dedicated website (www.aibi.org.in) and plans to make this website content rich to showcase our industry.

Industry Partner

Indian National Bar Association

Indian National Bar Association (“INBA”) is non-profit, non- political and non-governmental organization that aims to serve the Indian Legal Community through programs designed to educate and connect members, who are interested in improving the administration of justice and bettering Indian society. Presently it has approximately more than 5000 registered members from different part of India and world. 

 

INBA intends to provide the Legal Community with networking opportunities, access to foreign law firms, corporate counsel and Universities, Legal Jobs, Law Books, Health and Insurance Packages and multiple other benefits to its members of the Indian Legal Community.

 

The Indian National Bar Association (INBA) is incorporated as a non-profit, non-political, non-Governmental Association endeavoring to -

  • Act as premier body representing the interest of Indian Legal Community & to strive to provide several economic & social benefits that should accrue to them;

  • To act as a think tank for legal industry

  • Reform the Indian Legal Systems leading to effective & quick justice for everyone;

  • Reform the Indian Governmental bureaucratic rules & regulations (red-tape) and the Legal Systems, leading to nation's economic and business growth;

INBA has global reach and membership. It is constituted by Leading Advocates, Attorneys, Eminent Judges, Multinational Corporate & Businesses, Law Firms, Legal Fraternity and Professionals, Senior Government Officials, Law Students and Professors, NGOs, Litigants, Law Publishers and Vendors, Groups, Associations, and Individuals who are interested to promoting the goals and objectives of the Association.

Standard Fee: INR 15,000 + Service tax (15%)

Early Bird Discount: 20% off till 10th June i.e. INR 12,000 + 15% Service Tax

For more queries speak to Fazal/Raj on 91-120-4171111/ 91- 9560888566 or write at training@vccircle.com  

There are two ways to register:

 1) Online registration: Click Here
 2) Offline registration through cheque/DD  |  Download offline registration form: Click Here

Cheque/DD to be made in favor of: Mosaic Media Ventures Pvt Ltd (payable in New Delhi to:

Mosaic Media Ventures Pvt. Ltd.
A-83, Ground Floor,
Sector -2, Noida - 201301

Please attach a note with details of the cheque.
Name of the delegate(s), Organization, Designation, Address, Contact No., E-mail ID

You can also directly deposit cash, submit cheque or transfer online to our ICICI Bank a/c:
Account Name: Mosaic Media Ventures Pvt. Ltd.
Account No: 629705014337
Branch Name: Mayur Vihar - Phase 1 
IFSC Code: ICIC0006297

Refund and Substitution Policy (Differ from one programme to other, please read carefully):

No refunds will be granted for cancellations made within 7 days of the workshop. Those delegates who have confirmed and do not attend, are liable to pay the full course fee and no refunds will be granted.
Cancellation fee of 50% will be applicable 15 days prior to the workshop.
Cancellation fee of 25% will be applicable up to 21 days prior to the workshop.
Participants can cancel their registration 30 days prior to the event for a full refund.
Substitutions within a company are permitted through the workshop/training date, request must be by email to 
training@vccircle.com
Company reserves the right to amend content, expert, venue & date(s) of the workshop
Participants will be refunded the registration fee in full in case the workshop gets cancelled.
Company assumes no liability for any costs including transportation, hotel reservations or any other costs incurred by participants in the event of cancellation