Mergers & Acquisitions has been arranged to offer a comprehensive and practical guide to the international sale and purchase of companies from a strategic, legal, commercial and financial viewpoint.
The programme aims to give participants 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 and all within the framework of foreign culture and foreign practices.
The course is designed to be highly practical and features hands-on workshop sessions and case studies.
How this course will help you
By attending this course, you will:
- 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
Who should attend
- In-house lawyers
- Managing directors
- Financial directors
- Commercial directors
- Senior executives responsible for mergers and acquisitions
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
Drafting the preliminary agreements - Workshop
- Letters of intent
- Heads of Terms
- Enforceability
- Confidentiality undertakings
- Information Memorandum
- ‘subject to contract’
- Choice of law/jurisdiction
- Lock out
- Failed costs
Questions
Confidentiality Agreements - Workshop
Dealing with Confidential Information
- Types
- Drafting agreements
- What is confidential information?
- Types of disclosure
- Commercial Confidences
- Drafting a confidentiality agreement
Valuation for Non Financial 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
Disclosure Letter - Workshop
- 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
Negotiating and drafting share purchase agreements – The specific terms – Workshop
- 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
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The Course Director 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. He 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. He has worked with clients such as Standard Chartered, Bank of China, KPMG, Motorola and more.
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 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.
He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management.
He 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
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