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

Inflow of Investment is usually a joyous time for any business. A lot of effort goes in finding 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 that 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 program 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?

  • Anticipate and prevent future conflicts through good drafting
  • 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
  • Receive valuable and useful take-aways: precedents, checklists, model agreements

Who should attend?

  • Executives Involved in PE/VC and M&A Deals
  • Investment/Fund Managers
  • Private Equity and Venture Capitalists
  • Investment Bankers/Commercial Bankers
  • Law Firms, Consultants, Corporate & Commercial Lawyers
  • Corporate/General/In-house Counsel
  • 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

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

Legal Issues & Documentation
   •  Applicable securities laws
   •  Due diligence: process and parameters
   •  Key term sheet issues:
       - Customary warranties and indemnities and standard exit default rights
       - Exclusivity and Time-frame
   •  Critical Investment Agreement terms
       - Conditions Precedent and its effect
       - Economic rights (e.g. valuation, liquidation preference, anti-dilution and share vesting)
       - Control rights (e.g. board composition and investor veto rights)
   •  A Deep-dive into key Shareholder Agreement terms
       - lock-in
       - ROFR VS ROFO
       - co-sale right (tag-along)
       - Drag-along

Pricing mechanisms in SPAs
   •  EV to Equity Price levers (definition and key considerations surrounding net debt and working capital adjustments)
   •  Completion Accounts mechanism
   •  Locked Box mechanism
  
Pros and cons of both mechanisms
Case studies and pitfalls to avoid
Significance of accounting policies in SPAs and impact on pricing, with recent examples
Trends in the market
Q&A

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

Azmul Haque Azmul Haque Founder, Managing Director, COLLYER LAW LLC
 
Piyush Chaplot Piyush Chaplot General Partner, Innosight Ventures
 
Mahip Gupta Mahip Gupta Tax Partner, Dhruva Advisors
 
Christopher Tan Christopher Tan PricewaterhouseCoopers Advisory Services Pte. Ltd., Director, M&A Accounting Advisory and Sale and Purchase Agreement Services
 

Mandarin Orchard, Singapore
333 Orchard Road, Singapore 238867

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


Industry Partner

Merger Market

Mergermarket is an independent Mergers and Acquisitions (M&A) intelligence service with an unrivalled network of dedicated M&A journalists based in 62 locations across the Americas, Europe, Asia-Pacific, the Middle-East and Africa. Unlike any other service of its kind, Mergermarket specializes in providing forward-looking origination and deal flow opportunities integrated with a comprehensive deals database - resulting in real revenues for clients. Visit www.mergermarket.com

Industry Partner

Singapore Venture Capital & Private Equity Association

The Singapore Venture Capital & Private Equity Association (SVCA) was formed in 1992 to promote the development of the venture capital (VC) and private equity (PE) industry.

Our Mission is to foster greater understanding of the importance of venture capital and private equity to the economy in support of entrepreneurship and innovation and to look after the interests of our members.

The association strives to promote the professional development of the industry as well as facilitate interaction and collaboration among its members. The association also acts as a platform for dialogue on regulatory and policy issues pertaining to VC and PE and builds linkages to centres of VC and PE activities in the region.

Industry Partner

TiE Singapore

Standard fee for Registration: USD 700 or INR 46,900
(15% ST Applicable for Indian Delegate)

Early Bird Discount 20%, Phase 1 till October 31st:
Registration fee for 1 Delegate: $ 700 - 20% = $ 560/ INR 37,520

Early Bird Discount 10%, Phase 2 till November 7th:
Registration fee for 1 Delegate: $ 700 - 10% = $ 630/ INR 42,210

Regular pricing applicable post 7th November: Standard fee

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

Directly deposit cash, submit cheque or transfer  online to our HSBC Bank a/c or ICICI Bank a/c:

INDIAN DELEGATE
Account Name: Mosaic Media Ventures Pvt. Ltd.
Account No: 499324051001
Branch Name: Noida Sector 18
IFSC Code: HSBC0110007
PAN: AAECM9813A
Service Tax Code: AAEC M9813AST001

INTERNATIONAL DELEGATES
Account Name: Mosaic Media Ventures Pvt. Ltd.
Account No: 629705015595
Branch Name: C-24&25, Acharya Niketan, Mayur Vihar, Phase-1, Delhi -110091
Swift Details : ICICINBBCTS
PAN: AAECM9813A
Service Tax Code: AAECM9813AST001

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