Posted by 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.
Let’s Connect…
Mob – 8810349953
Email – swatisingh@corptive.com
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