Euromoney Legal Training

Course overview

'Legal Aspects of Mergers and Acquisitions' offers a comprehensive and practical guide to international M&A from a strategic, legal, commercial and financial viewpoint.

The course gives you a thorough knowledge and understanding of the wide variety of skills that those involved in cross border acquisitions must possess – including the ability to read and understand financial information, as well as juggle a diverse range of commercial and legal issues from an international viewpoint.

Summary of course content

• Understand how to structure the deal and value the target
• Learn how to negotiate the preliminary agreements and understand other complex pre-contractual issues
• Master the complexities of legal and financial due diligence
• Get to grips with the technical legal issues, including competition law and intellectual property rights
• Gain an understanding of the different ways to document M&A transactions
• Familiarise yourself with the complex issues involved in acquisition financing
• Learn how to deal with post-merger integration

Methodology

The course is designed to be highly practical and features handson workshop sessions and case studies.

Who should attend this training course?

• In-house lawyers
• Managing directors
• Financial directors
• Commercial directors
• Senior executives responsible for mergers and acquisitions

Supporting publication

Day 1

Overview: Structuring and negotiating the acquisition

• Context of the acquisition
• The selling process
• Valuation issues
• Other pre-sale issues

Transaction management

• Instructing counsel
• Engagement letters
• Contractual protection
• Analysing accounts
• Use of technology

Workshop: Drafting the preliminary agreements

• Letters of intent
• Heads of terms
• Enforceability
• Confidentiality undertakings
• Information memorandum
• ‘Subject to contract’
• Choice of law/jurisdiction
• Lock out
• Failed costs

Workshop: Confidentiality agreements – Dealing with confidential information

• Types
• Drafting agreements
• What is confidential information?
• Types of disclosure
• Commercial confidences
• Drafting a confidentiality agreement

Valuation concept for non-finance people

• Process
• Discounted cash flow
• Return on investment
• Price earnings ratio
• Similar transactions
• Net asset value

Day 2

Legal due diligence

• Reviewing significant contracts
• Regulatory compliance with laws
• Insurance coverage and related issues
• Litigation and claims
• Understanding regulatory consents and hurdles to the proposed transaction
• Dealing with specific cross border complications

Workshop: Drafting a disclosure letter

• Vendor’s approach
• Purchaser’s approach
• Knowledge
• How full and complete?
• Example
• Checklist

Intellectual property rights

• Key IP rights
• IP due diligence
• Ownership
• Warranties

Negotiating and drafting share purchase agreements – the general terms

• General structure
• Definitions
• Purchase price
• Closing procedure
• Arbitration
• Tax deed

Is it necessary?

• Deed or warranty
• Scope
• Checklist
• Drafting

Day 3

Key clauses – Comparative law implications

• Letter of intent
• Best endeavours, best efforts, reasonable endeavours
• Confidentiality clauses
• Penalty clauses
• Force majeure
• Hardship

Corporate governance

• Codes
• Directors
• Fiduciary duties
• Investors
• Audit committee
• Information flow

Warranty claims

• Indemnities
• Warranties
• Making a claim
• Damages
• Misrepresentation
• Limitation of liability

Workshop: Negotiating and drafting share purchase agreements – the specific terms

• Warranties
• Seller protection
• Umbrella agreements
• Conditions to completion
• Goodwill
• Post merger integration
• Why bother?
• Pre-merger preparation
• Going for the real win – post merger integration that works

Case studies

• Arun Singh

  Course Director - Professor Arun Singh, OBE, FRSA 
  
  Professor Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. Arun is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He specialises in international investment, joint ventures, licensing of technology, R & D, M&A,
  energy, outsourcing and corporate governance globally. Arun has worked with clients such as Standard Chartered, Bank of China, KPMG and Motorola to build effective crosscultural business teams.
  
  He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate of Oxford University’s Institute of Legal Practice, a Visiting Lecturer to Cambridge University and a Visiting Fellow to Leeds University Business School where he focuses on leadership, cross-cultural dynamics
  in international business and international trade and investment. He has run training programmes globally.
  
  Arun is the non-executive director of an international investment fund listed on the London Stock Exchange and Chairs another international investment company where he approves and selects investments, their acquisitions, sales and their structures.
  
  Arun was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management.
  
  Arun is an editor and contributor to a number of publications, in April 2010 his book on Business and Contract Law was published by Thorogood.

  Courses run by this instructor

  • Cross-Cultural Leadership, Management and Negotiation

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.