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

Successful deal making strategies would not be complete without a sound understanding of the negotiation techniques and process. Clear understanding of the structural elements of the deal, refined negotiation and unambiguous documentation will bring about a desired outcome in any deal.

VCCircle Training's upcoming workshop on Structuring and Negotiation of PE and M&A Deals will enhance your negotiation, deal making and structuring skills, which can immediately be put into practice. The course provides an in-depth understanding of technicalities involved in clear and thoughtful terms negotiation, proper deal structuring know-how to maximize the return and unambiguous documentation to avoid pitfalls.

Benefits of attending

- Get the inside track and experienced know-how
- Learn key principals of effective negotiation - softer as well as legal aspects
- Learn structural elements of deal & know-how to maximise the return
- Avoid damaging and costly mistakes when drafting your Investment 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-away: precedents, checklists, model agreements

Target Audience:

- Executives involved in PE/VC and M&A Deals            - Corporate/General/In-house Counsel 
- Investment/Fund Managers                                      - VPs & Managers from Legal Department 
- Private Equity & Venture Capitalist                           - Managing Directors & Senior Management 
- Investment Bankers                                                 - CFOs and Senior Finance Executives 
- Law Firms & Consultants                                         - Executives of M&A Team

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
  • Term sheet Negotiation
  • Form of the purchase agreement and related documentation
  • 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: Deal Structuring

  • Deal structuring framework
  • Financial structure
  • Valuation
  • Risk assessment
  • Debt financing
  • Interim liquidity
  • Eventual exit
  • Case studies

Session 3: Tax Structuring

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

Session 4: Legal Issues & Documentation

  • Common legal issues (PE, VC and M&A)
  • Enforceability & pitfalls
  • Subscription agreements:

            -Conditions precedents
            -Representations and warranties
            -Due diligence and discovered liabilities
            -Indemnity
            -Limitation of Liability
            -Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc

  • Shareholder Agreements:

           - Board rights
           - Veto rights
           - Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
           - Exit rights – IPO, third party sale, put option, buyback, drag rights

  • Things to do to achieve good contract
  • Review of essential documents
  • Q&A
,
 
Ashwath Rau Ashwath Rau Partner, Cyril Amarchand Mangaldas
 
Nishchal Joshipura Nishchal Joshipura Head - M&A Practice, Nishith Desai Associates
 
Karan Kalra Karan Kalra Co-Head Banking & Finance Practice, Nishith Desai Associates
 
Raja Lahiri Raja Lahiri Partner, Transaction Advisory Services, Grant Thornton
 

Hilton Mumbai International Airport,

Sahar Airport Road, Andheri (East), Mumbai 400 099

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


Standard Fee: INR 18,000 plus 12.36% Service Tax

Early Bird Discount: 20% Discount till 15th May 2015  - i.e. INR 14,400 plus 12.36% (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.
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 (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