EBC Learning, EBC’s premier e-learning delivery platform releases its 15th course on:
Transacting Merger and Acquisitions
ABOUT THIS COURSE
An M&A event is an evolutionary milestone in a company’s lifetime. It impacts its human resources, governance, customer relationships, intellectual property, control and management and at times the company’s own existence.
A complete M&A transaction is a product of planning, strategy and foresight of the several players involved. Every step in a deal process is essential and if well calibrated has the potential to lead to a win-win situation for the parties concerned.
The course begins by understanding the M&A process and one’s role as a lawyer in that process. Then the course moves on to the whole structure of M&A transactions and how to go about them? And what are the applicable laws? Mr Mathur also discusses in detail about drafting M&A agreements. The acquisition agreements are broken into their components and examined in the context of how they would function in a deal. By the end of this course, one will be well versed with the entire deal process from start to finish, i.e. from pre-deal stage to post-deal integration and disputes. As a part of the course, Mr Tarun Mathur has also included several supplements of draft agreements and clauses that will be useful.
COURSE OUTLINE
1. Introduction
- Welcome and scope
- Understanding the team and a lawyer’s role
- Becoming an M&A lawyer
- Supplements
2. Understanding Corporate Transactions
- Mergers
- Amalgamations or scheme of arrangement
- Acquisition
- Stock acquisition
- Asset sale or slump sale
- Joint ventures
3. Undertaking M&A Transactions
- Identifying the motives and triggers for an M&A transaction
- Identifying the other party and preliminary evaluation
- Kick-off meeting
- Due diligence
- Negotiations
- Signing the agreement and other formalities
- Structuring the transaction
- Structuring considerations of the parties
- Stock versus asset-purchase considerations
Supplements
4. Leveraged Buyouts and Management Buyouts
- Leveraged buyouts
- Management buyouts
- Leveraged and management buyout process
5. M&A Transaction: Legal Requirements and Issues
- Applicable laws
- M&A and Companies Act: Provisions on share transferability
- Preferential allotment
- Why do target companies issue new shares in M&A?
- Issuance of preference shares: Points to remember
- SEBI Takeover Code
- SEBI Listing Regulations, 2015
- M&A and the Competition Act
- Foreign Exchange Management Act, 1999 (FEMA)
- Income Tax Act and indirect taxation
- Stamp duty
6. Pre-deal Agreements and Documents
- Introducing pre-deal agreements
7. Pre-deal Agreements – Confidentiality Agreements
- Confidentiality agreement
- Enforcement of confidentiality agreement
8. Pre-deal Agreements – Standstill, Exclusivity and No-shop Provisions
- Standstill agreements
- Exclusivity agreements
- No-Shop provisions
- Fiduciary Out
- Inter-play between exclusivity, no-shop and fiduciary-outs agreements
9. Pre-deal Agreements – Letters of Intent, MOUs and Term Sheets
- Letters of intent or memorandum of understanding or term sheets
10. Acquisition Agreement
- Acquisition agreements: Structure and recitals
11. Acquisition Agreement – Purchase Price Provisions
- Form of consideration
- Collars
- Fixed and contingent consideration
- Earnouts
- Financing risk & commitment letters
12. Acquisition Agreement – Representations & Warranties
- Form of representations and warranties
- Functions of the representations
- Scope of seller’s or target’s representations
- The buyer’s representations and warranties
- Qualifications to the representations
- Disclosure schedules
13. Acquisition Agreement – Covenants
- Introduction
- Operating covenants and “Get the Deal Done” covenant
- Affirmative covenants
- Other post-closing covenants
14. Acquisition Agreement – Closing Conditions
- Closing conditions
15. Acquisition agreement – Termination
- Termination rights
- Breakup fees and reverse termination fees
- Material adverse effect
- Material adverse effects carve-outs
16. Acquisition Agreement – Remedies
- Remedies – Termination
- Remedies – Basic indemnity
- Remedies – Special indemnity
- Escrow agreement
17. Ancillary Agreements
- Ancillary agreements
- Side-letters
- Assignment of IP
- Employment agreements
18. Negotiating M&A deals
- Introducing negotiations
- Prepare, and prepare some more
- Understanding leverage
- Control the agenda/writing
- Have a written “heat map”
- Think through your strategy
- Ethics and listening skills
Subsection
19. Conclusion
- Next steps
* Link to the entire course can be accessed here: Transacting Merger and Acquisitions
Instructor Name: Mr Tarun Mathur