Private Equity - Legal Perspective Key Steps and Documents

Course overview A solid understanding of how law and economics work together in the private equity industry will ensure informed decision. Focusing on key legal steps and documentation, the trainer will guide you through the common pitfall of different contractual terms for private equity and important legal issues to consider when establishing and managing funds. This 2-day course will address the latest trends, development and legal issues facing the private equity industry. If you would like to know more about the private equity industry from a legal perspective this is a course you must attend. You will leave this practical 2-day Training course with a thorough understanding of: The total deal process and preliminary matters Legal risk management in private equity Key steps in a comprehensive due diligence Development of strategic business plan A holistic acquisition and investment agreement Methodology The interactive and practical nature of this generic course is designed to help you to remember and use what you have learnt when you confront difficult situations in the future. You will examine your own values and compare them with colleagues from other cultures. Who should attend this training course? Private equity professionals Venture capitalists Investment bankers Corporate financiers M & A specialists Lawyers
Day 1 What is Private Equity? Fund structures When is private equity used The parties Internal rate of return Provider’s ancillary issues Debt funders requirements Management requirements The Deal Process and Preliminary Matters Overview Engaging advisers Engagement letters Limitations of liability Proportionality Heads of agreement Confidentiality Principal Documents and Business Plan Background Contractual structure MBO – principal documents Acquisition - key documents Debt v Equity Loan v Debt Business plan Managing the Transaction Preparation Offer Transaction management International transactions Completion Due Diligence Types of Due Diligence Lawyer’s role Process Relevance to warranty claims Accountants Due Diligence Legal Due Diligence Due Diligence Report Valuation for Non-Financial People Process Discounted cash flow Return on investment Price earnings ratio Similar transactions Net asset value Management Due Diligence Managing expectations Best practice Deal structures Intelligence gathering Searches References Profiling management teams and chairperson Evaluations Day 2 Acquisition Agreement Parties Price Risk allocation Conditionality Consequences of conditionality Investment Agreement - Part One Conditions Mechanics of investment Warranties Investor controls Issues raised by management Investment Agreement - Part Two Corporate governance Minority protection Syndication Exit Articles of Association Share structure and core share rights Voting Dividends Return of capital and allocation of share proceeds Ratchet Share transfers Directors Quorum Class rights Warranties Warranties, guarantees and indemnities Limitations Knowledge and awareness Disclosure letter Exits Exit planning Due diligence Share sale Warranties and covenants Completion accounts and locked box mechanisms Restrictive covenants Confidentiality IPO’s Takeaway: Checklists and Sample documents