Workshop on Drafting Investment Agreement for PE VC and M&A Deals, Hyderabad


Topics being covered

Negotiation PE VC and M&A Deals

  • Planning and conducting agreement negotiation – Key Principles of Negotiation
  • Interest Based Bargaining – Understanding the need of negotiating parties
  • Risk Sharing – Determining the rights and obligation of parties
  • Are PEs tough negotiators? How does one gets the best from negotiating with PE?
  • How can PEs maximize the opportunity and get a good deal for themselves
  • Common mistakes
  • Pre and Post closing Cooperation

 Legal Issues & Documentation

  • Common Legal Issues (PE, VC and M&A)
  • Enforceability and Pitfalls
  • Subscription Agreements:
  • i Conditions precedents
    ii Representations and warranties
    iii Due diligence and discovered liabilities
    iv Indemnity
    v Limitation of Liability
    vi Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc.
  • Shareholders Agreements:
  • i Board rights
    ii Veto rights
    iii Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
    iv Exit rights – IPO, third party sale, put option, buyback, drag rights
  • Things to do to achieve good contract
  • Review of essential documents

 PE VC and M&A Deal Structuring

  • Deal Structuring framework
  • Financial Structures
  • Due Diligence
  • Valuations
  • Risk Assessment
  • Debt Financing
  • Interim Liquidity
  • Eventual Exit
  • Case Studies

 Tax Structuring

  • Usages of Tax Havens – Beneficial Anymore?
  • Different Tax Implications – DDT, STT, Royalty etc.
  • Structuring Prior to Investment
  • Structuring during term of investment
  • Structuring Exit

Best Regards:

Swati Singh

BDE – Conferences & Training

Corptive Research Pvt. Ltd.

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Mob – 8810349953

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