Negotiation & Documentation for PE, VC and M&A Deals
  • Introduction
  • Agenda
  • Experts
  • Venue
  • Partners
  • Registration

PE, VC or M&A deals eventually creates a long term relationship between the investor & Investee that could last 5-10 years or even more. To ensure the relationship remains stable and is successful over such a long period, the elements of the relationship need to be clearly understood, thoughtfully negotiated and carefully documented, and must accommodate the legitimate interests of both the parties involved in a PE, VC or M&A Deals. 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 Negotiation & Deal Documentation a critical first step in the business relationship. Clear & unambiguous documentation is very significant to establish a win-win situation for the parties involved.

 

This one day course will identify the practical issues and create an understanding of the documentary processes relating to PE/VC and M&A transactions.

 

 

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 documenting  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

  • Directors of Strategic Planning

  • Private Equity & Venture Capitalist

  • Commercial and Investment Bankers

  • Law Firms & Business Consultants

  • Corporate/General/In-house Counsel

  • VPs & Managers from Legal Department

  • Contract Managers/Specialists

  • Managing Directors & Senior Management

  • CFOs and Finance Executives

  • Executives of M&A Team

 

Session 1: Negotiation of PE, VC and M&A deals – Softer Aspects of Deal Making

  • 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: Common Issues in PE/VC and M&A

  • Arbitration

  • Governing Laws

  • Jurisdiction

  • Remedies and Enforcement

  • Competition law

  • New Companies Bill 2013

Session 3: 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

Session 4: Issues & challenges in M&A Documentation

  • Court scheme under section 391

  • De-Merger

Session 5: Issues & challenges in M&A Documentation …cont.

  • Asset sale

  • Slump Sale

  • Share Purchase Agreement

Aparna Mittal Aparna Mittal Partner- Corporate/M&A, Luthra & Luthra Law Offices
 
Ashwath Rau Ashwath Rau Partner, Cyril Amarchand Mangaldas
 
Nitin Potdar Nitin Potdar Partner, J. Sagar Associates
 
Vaibhav Parikh Vaibhav Parikh Partner, Nishith Desai Associates
 

Hotel Sea Princess

Juhu Tara Road,
Juhu Beach,
Santacruz West,
Mumbai 400049

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


Standard Fee: INR 15,000 + 12.36% Service Tax 

20% Early Bird Discount till 8th August -  INR 12,000 + 12.36% Sevice Tax per delegate

For more queries speak to Fazal/Raj  on 0120-4171111 / +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.
C-125A, Second 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
Participants can cancel their registration 2 weeks prior to the event for a full refund.
Cancellation fee of 20% will be applicable up to 1 week prior to the workshop.
No refunds will be granted for cancellations made within 1 week of the workshop.
Substitutions within a company are permitted through the workshop/training date
Company reserves the right to amend content, expert, venue & date(s) of the workshop
Participants will be refunded 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.