Workshop on Negotiation, Documentation & Structuring of PE/VC & 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:
• Get the inside track and experienced know-how
• Learn critical principals of negotiating and deal structuring
• Avoid damaging and costly mistakes when structuring 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 and structuring
• 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
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
• 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
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
PE, VC and M&A Deal Structuring
• Deal structuring framework
• Financial structure
• Due Diligence
• 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
In case of queries, please email us at email@example.com
Standard Fee: INR 15,000 + Service tax (15%)
For more queries speak to Nadeem on 91-022-61456106 / 91-8879901184 or write at firstname.lastname@example.org
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
You can also directly deposit cash, submit cheque or transfer online to our HSBC Bank a/c:
Account name: Mosaic Media Ventures Pvt. Ltd.
Account no: 499324051001
Branch Name: Noida Sector 18
IFSC Code: HSBC0110007
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 email@example.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