• Corporate and Commercial Structured Training Programme modules

    Mergers & acquisitions and joint ventures modules

  • Please expand the sections below for more information on module content:
    • 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.

      Key outcomes

      The objectives of the training session are to enable participants to:

      • Understand the key issues involved when structuring the acquisition
      • Obtain an overview of the process and key documents 
      • Understand the purpose and scope of due diligence, consider the need to tailor the due diligence exercise according to the nature of the target company, undertake a company search, review statutory books and records and identify and report on key issues 
      Summary of training course content
      Part 1: Key issues

      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.

      Part 2: Overview of process and documents

      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.

      Part 3: Purpose and scope of due diligence

      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. 

      Part 4: Review of corporate information

      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).

      Part 5: Review of material agreements

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Appreciate the function of warranties in an acquisition agreement and understand the key differences between warranties and indemnities 
      • Gain an overview of common specific warranties sought by a buyer 
      • Gain an understanding of the differing approaches of the seller and buyer in negotiating warranties 
      • Analyse the limitations on liability commonly sought by a seller 
      • Understand the function of disclosures and the approaches of the seller and buyer to disclosure 
      • Analyse common general disclosure provisions in a disclosure letter
      Summary of training course content
      Part 1: Introduction to warranties and indemnities

      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.

      Part 2: Exercise on warranties

      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.

      Part 3: Disclosure

      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.

      Part 4: Exercise on general disclosures

      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.

      • Do you know how various forms of consideration are taxed?
      • How can you ensure that the consideration negotiated affords the seller the best possible tax treatment?
      • What are the key issues when structuring and drafting earn-out provisions? 
      • What are the different approaches to valuing a business and what does 'debt free cash free' mean?
      • Why are completion accounts used and what are retentions? What methods of debtor equity financing may be appropriate?

      These questions and more are all addressed in this course in the context of practical case study exercises.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Advise on the different forms of consideration that can be offered on a share sale and the related issues of earn-outs, valuing a business, completion accounts and retentions 
      • Understand the different funding options that are available (together with the relevant legal issues and other formalities) 

      Summary of training course content
      Part 1: Consideration

      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.

      Part 2: Acquisition finance

      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

      • Have you ever felt under-prepared for a signing or closing meeting?
      • Have you ever been faced with a problem that looks like it will prevent the deal from being signed?

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Identify the documents that a seller and buyer would expect to produce at signing and closing of a share sale and the practical issues that should be addressed
      • Consider the legal issues relating to execution formalities, in particular capacity and authority to enter into contracts
      • Anticipate and deal with common problems that arise at signing and closing meetings

      Summary of training course content
      Part 1: Preparing for signing and closing

      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

      Part 2: Recognising whether an organisation has capacity to enter into transactions and who has authority to enter into agreements

      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.

      Part 3: Handling signing and closing

      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:

      • Appreciate the factors to be considered in structuring an acquisition as a share sale or assets sale and gain an overview of the structure, process and documents involved in an acquisition
      • Understand the purpose, scope and importance of due diligence, consider the need to tailor the due diligence exercise according to the nature of the target company or business, undertake a company search, review statutory books and commercial agreements and identify and report on key issues
      • Appreciate the function of warranties and indemnities and gain an understanding of the differing approaches of the seller and buyer in negotiating the terms of the warranties in the acquisition agreement and the general disclosures in the disclosure letter
      • Advise on the different forms of consideration that can be offered on a share sale and the funding options that are available (with relevant approvals and other formalities)
      • Identify the documents that a seller and buyer would expect to produce at exchange and completion of a share sale and the practical issues that should be addressed
      • Consider the board minutes and other resolutions required at both exchange and completion
      • Anticipate and deal with common problems that arise at exchange and completion meetings
      • When is an asset purchase appropriate?
      • Preparing a business for sale
      • Transferring assets: documents and formalities
      • Review of the business sale agreement

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Understand the basic differences between an asset purchase and a share purchase
      • Recognise circumstances in which either an asset purchase or share purchase may be more appropriate, appreciating the often conflicting interests of seller and buyer (commercial, legal, or tax) 
      • Identify how different assets are transferred and the formalities required 
      • Gain an overview of the main provisions in the business sale agreement that will be negotiated by the parties to the transaction, including an overview of the employment, restrictive covenants and pension issues arising in the context of an asset purchase 

      Summary of training course content
      Part 1: When is an asset purchase appropriate

      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.

      Part 2: Preliminary issues

      The presenter considers the preliminary issues that a seller will need to consider when selling his business through a business sale.

      Part 3: Transferring assets

      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.

      Part 4: Review of the business sale agreement

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Provide an overview of the sector and the main forms of private equity transaction
      • Understand the structure of a fund and gain an overview of the regulation of private equity
      • Understand the preliminary issues that need to be resolved when advising a management team on the implications of a buyout 
      • Identify the various sources of finance for a buyout and understand the implications of such finance for the buyout team 
      • Identify the tax issues that may arise in a buyout transaction 
      • Identify and understand the different transactions involved in a leveraged management buyout and the principal documents required 
      • Understand the contents of an equity term sheet, investment agreement and articles of association 
      • Provide an overview of the acquisition transaction
      • Provide an overview of the debt finance transaction 
      • Identify and understand the common forms of exit from a private equity transaction and the drafting and negotiation implications of the principal forms of exit 

      Summary of training course content
      Part 1: Introduction

      An overview of what private equity is and the different types of private equity investment.

      Part 2: Private equity funds

      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.

      Part 3: Regulation of private equity

      An introduction to the principal sources of regulation of the private equity sector including an overview of the Walker Guidelines and the AIFM Directive.

      Part 4: Preliminary issues

      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.

      Part 5: The financial structure of a buyout

      A review of the sources of finance for a buyout, the likely structure of the deal and the implications of the finance package

      Part 6: Tax issues

      A brief review of the main tax issues likely to arise in a buyout.

      Part 7: Documenting a buyout

      Consideration of how a buyout is documented with a review of the different documents used in a buyout.

      Part 8: Equity transaction

      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.

      Part 9: The acquisition transaction

      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.

      Part 10: Debt finance

      A review of the typical financial arrangements entered into on a leveraged buyout, including the senior facility agreement, mezzanine agreement and warrant instruments.

      Part 11: Exit

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Ascertain the main commercial features of the joint venture and advise on the initial steps to be taken in its creation
      • Identify the principal factors that may affect the choice of the joint venture’s legal structure 
      • Identify the documents commonly required in establishing a joint venture and understand their significance 
      • Understand other key specialist areas requiring consideration in connection with the choice of joint venture structure and the operation of joint ventures (tax, UK and EC competition law, employment law and intellectual property law) 
      • Understand common provisions in a joint venture company’s shareholders’ agreement and articles of association and the relationship between the two documents 
      • Recognise and understand the implications of provisions for the control of joint ventures at board and shareholder level and for the protection of a minority party to a joint venture
      • Recognise and understand the implications of provisions dealing with deadlock between the parties to a joint venture and the termination of the joint venture 

      Summary of training course content
      Part 1: Initial stages and general overview

      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.

      Part 2: Structuring the joint venture

      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.

      Part 3: Specialist areas

      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).

      Part 4: Documenting a joint venture

      An exercise identifying the various documents that would be required for the case study joint venture.

      Part 5: Shareholders’ agreement and articles of association

      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.

      Part 6: Control and protecting the minority

      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.

      Part 7: Deadlock and termination

      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:

      • Joint ventures - Overview
      • Joint ventures - Documents
    • How are takeovers regulated?

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Gain an overview of the timetable and procedure for takeovers under the City Code, including how these differ between offers and schemes
      • Advise on pre-bid planning and due diligence by a bidder before announcing an offer 
      • Understand the implications of stake building
      • Gain an overview of the contents of the documents prepared on a takeover (in particular, the announcement of a firm intention to make an offer and the offer document)
      • Understand the factors to be considered in relation to the consideration and funding of a takeover offer or scheme 
      • Appreciate the duties of the bidder and target company (in particular, in relation to frustrating action undertaken by a target company) 
      • Understand the rules in the Takeover Code and the Companies Act 2006 in relation to the acquisition of minority stakes by the bidder 
      • Appreciate the competition and other regulatory issues on the takeover process

      Summary of training course content
      Part 1: Overview of takeover regulation

      Talk by the presenter on the application of the City Code and other statutory regulation to takeovers.

      Part 2: Pre-bid: planning and bid structuring

      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. 

      Part 3: Stakebuilding

      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.

      Part 4: The timetable and announcing the offer

      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.

      Part 5: Consideration

      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.

      Part 6: Key offer documents including conditions

      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.

      Part 7: Hostile bids and defence tactics

      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.

      Part 8: Timetable and acceptances

      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.

      Part 9: Buying out minority shareholders

      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:

      • Understand the differences between a sale by auction and a sale by private treaty
      • Gain an overview of the timetable, process and documents of an auction sale
      • Appreciate the tactics and key negotiation issues on an auction sale

      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:

      • Understand the purpose, scope and importance of due diligence in the context of different transactions and the relationship between due diligence and the acquisition documents
      • Tailor the due diligence exercise according to the nature of the target company or business
      • Undertake a company search, review statutory books and records and identify and report on key issues
      • Review key commercial agreements and finance documents, identify and report on key issues
    • 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:

      • Understand the law relating to financial assistance contained in the Companies Act 2006
      • Appreciate how the prohibition on financial assistance might still impact upon the acquisition of shares in private companies
      • Understand the consequences of the removal of the prohibition in respect of private companies
      • Identify different forms of financial assistance
      • Appreciate the need to recognise situations in which the provisions of the Companies Act 2006 may be infringed
      • Understand the implications of recent case law in relation to financial assistance
      • Apply the provisions of the Companies Act 2006 to a range of corporate transactions
      • Appreciate the consequences of breaching the prohibition
      • Understand other areas of relevant law when a company provides financial assistance

      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.

      Key outcomes

      The objectives of the training course are to enable participants to:

      • Understand the main provisions in an SPA and be familiar with related documents in the transaction
      • Gain an overview of who are the appropriate parties and how this affects the warranties and limitations of liability 
      • Understand the importance of definitions and conditions precedent 
      • Analyse key operative clauses relating to sale and purchase, consideration and the mechanics of exchange and completion 
      • Consider warranties and indemnities including an introduction to negotiating and drafting issues when reviewing the schedule of warranties 
      • Understand the need for both a tax deed of indemnity and tax warranties in an SPA 
      • Consider restrictive covenants and other clauses in the SPA 
      Summary of training course content
      Part 1: Introduction, parties, interpretation and conditions

      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.

      Part 2: Agreement to sell and purchase, price and exchange and completion

      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.

      Part 3: Warranties and the warranty schedule

      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.

      Part 4: Indemnities

      The presenter gives a talk on the purpose and scope of indemnities.

      Part 5: Tax warranties and the tax deed

      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.

      Part 6: Restrictive covenants

      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.

      Part 7: Boilerplate and conclusions

      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.

      Key outcomes:

      • Understand the legal and cultural obstacles to overcome when dealing with local counsel
      • understand the scope and different cultural attitudes to due diligence
      • Understand the key areas that need to be considered when drafting a share purchase or an asset purchase agreement
      • Understand what a corporate lawyer needs to know about European Union and national competition authorities or other regulatory issues
      • Understand the issues of a split exchange and completion, execution formalities, money transfers, opinions, notaries, and multiple venues

      Summary of training course content
      Part 1: Introduction: the growth of cross-border acquisitions

      Why a cross-border acquisition? Some financial, strategic, economic and management considerations and review of active markets and current trends.

      Part 2: Obstacles to overcome

      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.

      Part 3: Legal and tax structures

      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.

      Part 4: Regulatory Issues

      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.

      Part 5: Signing and closing

      Review of exchange and completion- money transfers, opinions, notaries and multiple venues. Consideration of execution formalities.