Course dates
Course overview:
This special training course 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:
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Understand how to structure the deal and value the target
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Learn how to negotiate the preliminary agreements and understand other complex pre-contractual issues
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Master the complexities of legal and financial due diligence
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Get to grips with the technical legal issues, including competition law and intellectual property rights
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Gain an understanding of the different ways to document M&A transactions
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Familiarise yourself with the complex issues involved in acquisition financing
- Learn how to deal with post-merger integration
Who should attend:
Day 1
Structuring and negotiating the acquisition
Arun Singh, International Lawyer, Grundberg Mocatta Rakison LLP, London
Drafting the preliminary agreements (workshop)
Arun Singh
Financial due diligence
David Bevan, BDO Corporate Finance, London
Legal due diligence
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Significant contracts
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Regulatory compliance with laws
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Insurance coverage and related issues
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Litigation and claims
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Understanding regulatory consents and hurdles to proposed transaction
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Dealing with specific cross border complications
Arun Singh
Acquisition finance
Gwendoline Godfrey, Partner, DMH Stallard, London
Negotiating and drafting share purchase agreements – the general terms
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General structure
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Definitions
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Purchase price
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Closing procedure
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Arbitration
Arun Singh
Day 2
Valuation of intellectual property, intangibles and private company shares in cross border M&A
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Big issues: IFRS3 and Fairness Opinions
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Drafting valuation clauses in documents
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Due diligence and the valuer
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Valuing majority and minority shareholdings in unquoted companies
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Valuing intellectual property and intangibles such as brands
Kelvin King, Valuation Consulting
Complying with the competition laws
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EU Merger Control Regulations requirements and process
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Other national regimes
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Voluntary notice: pros and cons
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Practical compliance and timing considerations
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Co-ordinating multi-jurisdictional filings
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Pre-closing cooperation and information exchanges
Veronica Roberts, Partner, Herbert Smith, London
Warranties workshop
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Indemnities
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Warranties
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Making a claim
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Damages
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Misrepresentation
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Limitation of liability
Arun Singh
Negotiating and drafting share purchase agreements – specific terms
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Warranties
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Seller protection
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Umbrella agreement
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Conditions to completion
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Goodwill
Arun Singh
Intellectual property rights
Vicki Salmon, Partner, IP Asset, London
Post Merger Integration
Arun Singh
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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
Hotel in Central London, London, United Kingdom
Venue and Accommodation Information
All Euromoney Legal Training events are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds you expectations.
We have selected several venues across Central London, that we are confident meet our strict criteria for quality, service and professionalism. Each venue also offers accommodation for Euromoney Delegates at discounted professional rates.
Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date. Euromoney Legal Training can however recommend the following venues:
The Rembrandt, Knightsbridge
The Rembrandt is a spectacular hotel with the timeless ornate architecture and traditional qualities of an Edwardian building. Located in the exclusive area of Knightsbridge, the hotel was originally built as apartments for Harrods, as such all rooms have an individual shape, giving them each their own special feel. Each of the training rooms have natural daylight and a private lobby area.
For more information visit http://www.sarova.com/rembrandt or call +44 (0)20 7589 8100
Millennium Knightsbridge
The four-star deluxe Millennium Hotel London Knightsbridge is situated in the heart of one of the best shopping areas of London. Of all the hotels in Knightsbridge, this Millennium Hotel is amongst one of the most contemporary and stylish Knightsbridge hotels in the area. This Knightsbridge hotel has excellent transport links - only a short walk from Knightsbridge underground station on the Piccadilly line and just 40 minutes from London Heathrow Airport via the underground.
For more information visit www.millenniumhotels.co.uk/millenniumknightsbridge or call +44 (0)20 7235 4377
Crowne Plaza, Kensington
The stylish Crowne Plaza London-Kensington hotel is a short walk from Victorian shopping, royal parks and London's epic museums. All the training rooms are fed with natural daylight with lunch or coffee breaks taking place on their attractive garden terrace.
For more information visit http://www.ichotelsgroup.com/crowneplaza/hotels/us/en/london/lonke/hoteldetail or call +44 (0)20 7373 2222
London Marriott Hotel, Kensington
Located close to Central London in the heart of Kensington, the London Marriott Kensington is perfectly situated for the best shopping and tourist attractions.
For more information visit http://www.marriott.co.uk/hotels/travel/lonlm-london-marriott-hotel-kensington
The Regency Hotel, Kensington
The hotel is conveniently located for all major transport links, such as London’s Heathrow, Gatwick and Stanstead airports, all major London train stations, and is a short walk from the nearest tube station (South Kensington, Piccadilly Line).
For more information visit www.londonregency.com or call +44 (0) 207 373 7878
Radisson Edwardian, Central London
The Radisson Edwardian offers a wide range of venues and accommodation across Central London, including such famous London areas as Covent Garden, Leicester Square and Mayfair. Each location offers 4-star accommodation and training facilities.
For more information visit www.radissonedwardian.com or call +44 (0)800 37 44 11
Euromoney Legal Training has also appointed approved and independent booking agencies to help you find the best location for you to stay during your time in London:
Venue Search UK
All the delegates have to do is telephone +44 (0)20 8541 5656 or email beds@venuesearch.co.uk and say that they are a Euromoney delegate!
Zibrant
Zibrant offer a huge range of hotels across London and can find you accommodation as close to your training venue as possible. They will ensure that you receive preferential rates as a Euromoney delegate. Go to www.zibrant.co.uk/euromoney for more details. Alternatively you can email your enquiry to euromoney@zibrant.co.uk or call +44 (0) 1332 285 521.
Euromoney Legal Training strongly recommends that you do not book your accommodation until you have received full course confirmation.
If you require any further information, please contact us:
Euromoney Legal Training
Nestor House
Playhouse Yard
London
EC4V 5EX
United Kingdom
Tel: +44 (0) 207 779 8601
Fax: +44 (0) 207 779 8599
legaltraining@euromoneytraining.com
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.
Course dates