Drafting Investment Agreement for PE, VC and M&A Deals
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?
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
- ROFR VS ROFO
- co-sale right (tag-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
• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit
Mandarin Orchard, Singapore
333 Orchard Road, Singapore 238867
In case of queries, please email us at email@example.com
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:
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:
Account Name: Mosaic Media Ventures Pvt. Ltd.
Account No: 499324051001
Branch Name: Noida Sector 18
IFSC Code: HSBC0110007
Service Tax Code: AAEC M9813AST001
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
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 firstname.lastname@example.org
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.
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