How should you structure the deal? Share sale or asset sale? What are the tax implications of your choice? What documents will be required to transfer the shares or assets? How will the transaction proceed? Why do due diligence? How do you review corporate information and key material contracts?
This course provides junior lawyers with an essential overview of acquisitions and due diligence.
The objectives of the training session are to enable participants to:
A summary of the issues affecting acquisition structures: including the factors which dictate whether an asset or share purchase may be more appropriate, the difference between private treaty sales and auctions, the implications of buying the target through a management buyout, the application of the Takeover Code to the transaction. Participants consider an exercise looking at some of the key factors which dictate whether acquisitions are structured as asset or share purchases.
An overview of the transaction timetable and key documents. The presenter gives a talk on the principal documents including heads of terms, confidentiality undertakings, break fees and the main legal issues that need to be taken into consideration when producing such documents.
The presenter reviews the purpose and scope of due diligence, its significance in the context of the transaction and its impact on the legal documentation. Participants are asked to consider an exercise focusing on how due diligence might vary according to the nature of the transaction and nature of the target’s business and how to tailor the due diligence exercise accordingly.
Participants are required to review Companies House forms and other company documents and identify material information (this exercise is distributed to participants before the training session).
The participants consider certain contracts of the target and prepare a briefing on items which present material legal or commercial risks for the client (this exercise is distributed to participants before the training session).
This session gives junior lawyers the perfect opportunity to rehearse the arguments when negotiating warranties, indemnities and a disclosure letter. The course covers problematic areas such as liability between joint sellers and split exchange and completion. Both seller and buyer perspectives are covered and all exercises are practical in nature. Participants receive detailed practice notes, an annotated extract from a share sale agreement and an annotated disclosure letter.
The objectives of the training course are to enable participants to:
The presenter gives a talk on the function of warranties, the differing approaches of the seller and buyer to warranties, the difference between warranties and indemnities, common warranties, and the approach of multiple sellers to giving warranties and how to deal with a split exchange and completion.
Participants are given a case study extract of a buyer’s first draft of a share sale agreement (this exercise will be distributed to participants before the training session). Participants are asked to comment on the acceptability from the point of view of multiple sellers and to suggest ways in which the sellers would seek to amend the agreement.
The presenter gives a brief talk on disclosure covering the relationship between warranties and the disclosure letter, how complete disclosure must be, delivery of the disclosure letter, legal professional privilege, section 397 Financial Services and Markets Act 2000 and the contents of the disclosure letter.
Participants are asked to consider the general disclosures made in the case study disclosure letter and to discuss any amendments that the buyer would seek to make to them.
These questions and more are all addressed in this course in the context of practical case study exercises.
The objectives of the training course are to enable participants to:
The presenter gives a talk on structuring consideration to meet the commercial objectives of the parties, the forms of consideration and how they are taxed.
The presenter goes on to consider earn-outs, including the taxation of earn-outs, methods of valuing a business, including discounted cash flow, market multiple approach, completion accounts and retentions. Participants undertake case study exercises on the structure of consideration.
The presenter talks about the differences between debt and equity, the main methods of debt and equity finance and key regulatory issues. Participants consider a case study exercise to determine the appropriate form of acquisition finance.
Please note: This course should not be booked in conjunction with Execution of Documents, as there is a degree of overlap
With reference to a corporate transaction case study, this course provides an overview of the legal issues that frequently arise in signing and closing meetings and with execution formalities. It covers the contents of a completion agenda and looks at the documents that you would expect to see at both signing and closing. The course then goes on to deal with whether organisations have capacity to enter into transactions and who has authority to enter into agreements. Finally the course goes on to consider typical practical problems that can arise at signing and closing meetings and their solutions.
The presenter gives a talk on the preparatory work and checklists that should be drawn up in advance of signing and closing. The participants complete an exercise where they are asked to consider (from either the seller’s or buyer’s point of view) the documents that both they and the other party would expect to produce at signing and closing. The participants then go on to consider the legal and practical issues relating to transfers of funds and releases of charges. The presenter also deals with the different methods of signing documents and in particular the availability of virtual signings
The participants complete an exercise where they are asked to consider in respect of different organisations, the documentary and other checks that are necessary to ensure that the organisation has the capacity to enter into a transaction; and who within that organisation has authority to contract.
The participants are required to anticipate, identify and deal with common practical issues that emerge at signing and closing meetings, including substitution of attorney, late amendments, signing in escrow, forgetting the company seal, faxed signatures and problems arising from impending litigation.
Everything that a corporate lawyer needs to know about acquisitions but is too afraid to ask! This course enables you to follow through a case study acquisition from choice of structure and due diligence to the completion meeting. This course is a must for any junior corporate lawyer involved in acquisitions work. The course will enable participants to:
This course provides an essential guide to the documents, process and
mechanics involved in transferring assets and highlights the key areas in the business sale agreement that will be negotiated between buyers and sellers.
The issues that will dictate whether an acquisition is structured as an asset purchase or a share purchase. The presenter introduces the participants to the typical tax and other structuring issues that affect the parties’ decision to buy/sell assets and shares.
The presenter considers the preliminary issues that a seller will need to consider when selling his business through a business sale.
Participants consider a case study which includes a list of several different assets to be transferred. They must advise on how the transfer of assets should be documented in the asset sale agreement, ancillary documents (and timing of execution of those documents), third party consents, stamp duty, stamp duty land tax and record keeping.
Participants consider a draft business sale agreement and are asked to come up with answers that a client may typically come up with. The areas covered include the use of conditions, the definition of liabilities, apportionment of purchase price, the use of completion accounts, outgoings and accruals, VAT, post closing obligations, TUPE, pensions and restrictive covenants.
Britain is the private equity centre of Europe and is the second largest worldwide, after the US. As a sector it has grown into one of the biggest success stories in the British economy. Corporate lawyers will be involved at all stages in the life of a private equity fund from raising funds through to the investments eventually made into portfolio companies. This training course will enable junior corporate lawyers to gain an overview of the sector and the main forms of transaction undertaken.
An overview of what private equity is and the different types of private equity investment.
An overview of private equity funds, how they are structured and an introduction to the principal documents entered into between the investors, the private equity provider and fund manager.
An introduction to the principal sources of regulation of the private equity sector including an overview of the Walker Guidelines and the AIFM Directive.
Consideration of the issues that need to be addressed with a potential management buyout team contemplating a buyout of their business from its current owners.
A review of the sources of finance for a buyout, the likely structure of the deal and the implications of the finance package
A brief review of the main tax issues likely to arise in a buyout.
Consideration of how a buyout is documented with a review of the different documents used in a buyout.
An overview of the principal terms of the equity term sheet and a review of the key terms of the investment agreement and articles of association.
A review of the different elements of the acquisition transaction, including due diligence, the level of seller warranties and need for reverse warranties in the acquisition agreement.
A review of the typical financial arrangements entered into on a leveraged buyout, including the senior facility agreement, mezzanine agreement and warrant instruments.
A look at the different methods of exit from a private equity transaction and how the principal forms of exit may be dealt with in the negotiations and investment agreement.
A one day training course using practical exercises and a case study to give you an overview of all the main commercial issues and documentation to consider when advising on joint ventures. This includes types of joint venture, choice of structure, an overview of relevant specialist areas including tax, competition, IP and employment law, shareholders’ agreements and articles of association, control and protection of minority shareholders and deadlock and termination. A thorough grounding in the issues involved in joint venture work.
After a brief introduction to a case study joint venture, participants are required to consider the questions that would need to be asked of the client in order to complete heads of terms and establish the venture (this exercise is distributed to participants before the training session).The answers are reviewed in group discussion covering issues such as parties, structure, contributions, control and termination.
The presenter gives a brief introduction to the main joint venture structures and the factors that may influence the choice between them. The participants are then required to select the most appropriate structure to meet specific client concerns. The answers are reviewed in group discussion which leads into an overview of the principal structures: corporate, partnership and contractual.
The presenter gives a talk on the principal areas of “specialist” law which are relevant to joint ventures (tax issues, UK and EC competition law, employment law and intellectual property law).
An exercise identifying the various documents that would be required for the case study joint venture.
After a talk on the importance of the two documents in a corporate joint venture and the distinction between them, participants are asked to review the main operative terms of a draft shareholders’ agreement and consider what amendments may be required to meet the needs of a client with a minority interest in the joint venture. There is a brief review of draft articles of association.
A talk about defining the balance of power in a joint venture and dealing with shareholder rights and remedies at law and common provisions in joint venture documents. Participants are asked to consider appropriate terms for the case study.
Methods of dealing with deadlock, events of default and the termination of the joint venture. Participants consider an exercise.
Please note: that this course can also be delivered in-house to your firm or organisation as two separate three hour sessions:
This course enables you to understand how a takeover is conducted, either by way of an offer from planning and announcement to compulsory acquisition of minority shareholdings afterwards or by using a scheme of arrangement. There are detailed case studies on pre-bid planning, the differences between offers and schemes, choice of consideration, announcements, offer documents (including the conditions) and defence tactics. This course is a must for any junior corporate lawyer or financial adviser who is involved in public company takeover work.
Talk by the presenter on the application of the City Code and other statutory regulation to takeovers.
Discussion by the presenter on pre-bid planning, due diligence, comparable and appropriate offers, break fees and schemes of arrangement as an alternative to structuring the bid as an offer. Participants complete a case study exercise on pre-bid planning.
Discussion of the Code and other consequences of stake building, including type of consideration, disclosure requirements, Rule 9 mandatory offer and the gathering of irrevocable undertakings.
The presenter gives an overview of the timetable under the City Code and an outline of the circumstances when the bidder is required to make an announcement of an offer (firm intention, preconditional and holding announcements). Participants complete a case study exercise on announcing the offer.
Overview of the types of consideration (cash, securities, loan notes) that a bidder may offer. Participants complete an exercise on the advantages and disadvantages for the bidder and target shareholders of the differing forms of consideration.
Presenter outlines key documents in hostile and recommended takeovers, in particular, the contents of a case study announcement of a firm intention to make a bid and the offer document. Participants complete an exercise on the conditions in the case study offer document.
The presenter outlines the issues to be considered by the board of the target company in frustrating a hostile bid. The participants consider an exercise on Rule 21 of the City Code in relation to intended actions by the case study target company.
The presenter outlines the sequence of events in the conclusion of the takeover timetable including no extension statements, delay in OFT decision and the Day 39 rule.
The presenter gives an overview of the compulsory acquisition of minority shareholdings and the rights of the minority to force the bidder to buy their shares.
Auction sales have increased in popularity over the past few years but are you familiar with the overall process? This course provides an essential overview of the process, documents and tactics used in an auction sale of a business. The course will enable participants to:
This course can be used as an alternative to our Financial Assistance module and combined with our Exchange and Completion module to form a three-hour session.
Have you found yourself in a data room wondering where to start your legal due diligence? If so, this course aimed at junior corporate lawyers could help you find your way through the maze of paperwork by focusing on the key risk areas, the key corporate documents and material agreements.
This course uses case study due diligence exercises to provide participants with an overview of this vital aspect of any corporate acquisition. The course will enable participants to:
It is essential that all lawyers understand the law relating to the provision of financial assistance for the acquisition of shares. Whilst the prohibition on financial assistance has largely been removed in relation to private companies, such assistance given for the purpose of the acquisition of shares in a private company could still constitute a criminal offence. Furthermore, the prohibition remains in full force for public companies and possible instances of financial assistance must be identified. Practitioners must therefore understand the full scope of the provisions contained in the Companies Act 2006. The course will also cover other areas of law relevant when a company provides assistance. It provides an understanding of what remains a very complex area of law. The course will enable participants to:
This course can be combined with our Exchange and Completion module to form a three-hour session.
This training course aims to provide junior lawyers with an introduction to drafting and negotiating an SPA so that they can become familiar with the principal operative clauses of and warranty schedule to this type of agreement. This session should give participants a greater degree of confidence when dealing with an SPA and other related documents whether acting for a seller or buyer on an acquisition of shares.
The objectives of the training course are to enable participants to:
The presenter gives an introductory talk on SPAs and looks at some of the preliminary clauses in the agreement, including parties, guarantees, definitions and conditions precedent. The participants undertake an exercise where they are asked to consider appropriate conditions precedent in the context of the case study transaction and other drafting issues.
The presenter gives a talk on these clauses in the SPA, considering both buyer and seller issues when negotiating the purchase price. The participants consider an exercise looking at provisions in the SPA to protect the buyer when there is a delay between exchange and completion.
The presenter gives a talk on the need for warranties, warrantors, entire agreement clauses, saving provisions, ring-fencing warranties and limitations of liability. The participants carry out an exercise looking at a number of warranties in the schedule of warranties from the point of view of the warrantors.
The presenter gives a talk on the purpose and scope of indemnities.
The presenter gives a brief talk on the purpose of tax warranties and the tax deed of indemnity and why both are used in the context of a share acquisition.
The presenter gives a talk on the purpose of restrictive covenants in the SPA and key legal issues that need to be taken into account when drafting them. The participants consider a restrictive covenant from the case study SPA and are asked to comment on whether the restrictions protect the target’s business in a number of different scenarios.
The presenter talks about boiler plate clauses in the SPA and concludes the session.
Cross-border mergers and acquisitions have increased considerably in the last few years, particularly in the European Union. This course provides corporate lawyers with an introduction to the various international issues arising out of a corporate acquisition with cross-border elements. The course is very practical. In particular it considers the appropriate legal and tax structures for international acquisitions. It also covers the main regulatory competition and employment law issues and relevant completion aspects.
Why a cross-border acquisition? Some financial, strategic, economic and management considerations and review of active markets and current trends.
Differences in cultural and legal background and instructing local counsel – conflicts, fees, engagement letters. Consideration of international aspects of pre – acquisition agreements – letters of intent, heads of agreement, confidentiality agreements. Due diligence – timing, instructing and managing the international due diligence team. Consideration of legal barriers. Delegates participate in an exercise.
Consideration of acquisition structures – private vs. public; share vs. asset sale, cross-border structures, comparisons with other jurisdictions. Review of some major tax aspects of cross-border acquisitions. Key areas in drafting the sale and purchase agreement and allocation of risk – buyer’s protection, seller’s protection, comparison with other civil law jurisdictions. Delegates participate in exercise.
Consideration of the legal system of the target company, European Union and national competition authorities, Employment law and regulation – European Union and UK law and other regulatory issues. Delegates participate in an exercise.
Review of exchange and completion- money transfers, opinions, notaries and multiple venues. Consideration of execution formalities.