Legal Aspects of Mergers and Acquisitions

Course overview The fact is that most M&A deals never become a reality. The things that kill deals are: time, money, terms and ego. By learning best practice legal, strategic, commercial and financial aspects of the international M&A process, you will equip yourself with the knowledge that will ensure that your deal does not fail due to delays, illogical pricing, or unnecessary/inaccurate terms. This course will give you a thorough understanding of the wide variety of skills that all parties involved in cross-border acquisitions must possess - e.g. the ability to read and digest financial information, successfully communicate with the relevant parties, whilst juggling a diverse range of international commercial and legal issues. With this knowledge under your belt, you'll also have a much better ability to deal with the egos involved and to make your deal a success! Summary of course content How to structure a deal and value the target How to negotiate the preliminary agreements and understand other complex pre-contractual issues The complexities of legal due diligence Technical legal issues, including intellectual property (IP) rights The different ways to document M&A transactions Complex issues involved in acquisition and financing Best practice in post-merger integration Methodology The course is designed to be highly practical and features hands on 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
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