Drafting Investment Agreements For PE/ VC and M&A Deals
  • Introduction
  • Agenda
  • Experts
  • Venue
  • Partners
  • Registration

Receiving investment is a happy time for any business. It usually takes a lot of work to find the right investor for a business or vise 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 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 one day course 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.

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 drafting 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:

•    Corporate/General/In-house Counsel              • Commercial and Investment Bankers
•    Corporate/Commercial Lawyers                     • Investment/Fund Managers
•    Executives involved in PE/VC and M&A           • Business Consultants and Brokers
•    Contract Managers/Specialists                     • Private Equity & Venture Capitalist
•    Directors of Strategic Planning                     • Funds

Session 1. Negotiation of Investment agreements

• Planning and conducting agreement negotiation
• Understanding the needs of negotiating parties
• Deal ya no-deal situations – how to keep the options open.
• Determining the rights and obligation of parties

Session 2. Common Issues in PE/VC AND M&A DEALS

• Arbitration
• Governing Laws
• Jurisdiction
• Remedies and Enforcement
• Competition law


Session 3.: Operative Provisions of PE/VC Documents

• Subscription agreements:
  i  Conditions precedents
  ii Representations and warranties
 iii Due diligence and discovered liabilities
  iv Indemnity
  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


Session 4. Operative Provisions of M&A Documents

• Share purchase agreements:
  i   Representations and warranties
  ii  Indemnity
  iii Limitation of Liability

Session 5. Cultural Issues in cross border Investments

• How business culture influences investment transactions, negotiations and drafting of documentation
• Cultural Impact on Due Diligence exercise
• Thinking what the deal looks like when ‘done’ – both in the short and long term
• Thinking exit issues early and carefully
• How ‘local’ to get?

M.R. Prasanna M.R. Prasanna Former Group General Counsel, Aditya Birla Group
Pradeep Ratnam Pradeep Ratnam Director, IDFC
Sajai Singh Sajai Singh Partner, J. Sagar Associates
Sangeeta Rana Sangeeta Rana Senior Lawyer, Nishith Desai Associates
Vaibhav Parikh Vaibhav Parikh Partner, Nishith Desai Associates

Intercontinental The Lalit

Sahar Airport Road
Mumbai, Maharashtra-400059

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


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