Workshop on Negotiation, Documentation & Structuring of PE/VC & M&A Deals
  • Introduction
  • Agenda
  • Experts
  • Venue
  • Partner
  • Registration

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
      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
  •  Things to do to achieve good contract
  •  Review of essential documents
  •  Q&As

PE, VC and M&A Deal Structuring
  •  Deal structuring framework
  •  Financial structure
  •  Due Diligence
  •  Valuation
  •  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

Vaibhav Parikh Vaibhav Parikh Partner, Nishith Desai Associates
Pankaj Chopda Pankaj Chopda Director, Grant Thornton India LLP
Pavan Sisodia Pavan Sisodia Partner, Transaction Tax & Regulatory Services, Ernst & Young India


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