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Mergers & acquisitions and joint ventures modules

Please follow the links below for more information on module content:

Acquisitions Overview and Due Diligence

Warranties, Indemnities and Disclosure

Consideration and Acquisition Finance

Exchange and Completion

Acquisitions: two-day course

Asset Purchases

Private Equity and Buyouts

Share Purchase Agreements

International Aspects of Corporate Transactions

Acquisitions Overview and Due Diligence (three hours)

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 course will 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

Warranties, Indemnities and Disclosure (three hours)

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 course will 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

Consideration and Acquisition Finance (three hours)

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 debt or equity financing may be appropriate? These questions and more are all addressed in this course in the context of practical case study exercises. The course will enable participants to:

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

Exchange and Completion (three hours)

Have you ever felt under-prepared for an exchange or completion 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 matters to be considered in drawing up a completion agenda. It also outlines the documents that you would expect to see at exchange and completion (including a review of exchange and completion board minutes and resolutions), discusses the timing issues of money transfers and releases, and looks at problem solving at completion meetings where the unexpected tends to happen. Financial assistance is also briefly covered in the context of public companies and other legal issues relating to capital maintenance. The course will enable participants to:

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 resolutions required at both exchange and completion meetings
Anticipate and deal with common problems that arise at exchange and completion meetings

This course can also be delivered as two separate sessions – one on exchange and completion, and one on financial assistance.

Acquisitions (two days)

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

Asset Purchases (three hours)

When is an asset purchase appropriate? What are the specialist issues involved? This course provides an essential guide to the documents, process and mechanics involved in transferring assets, and highlights the key tax, competition, employment and pensions issues involved. The course will 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 stamp duty land tax implications
Gain an overview of specialist issues arising on an asset purchase (competition, employment and pensions)

Private Equity and Buyouts (three hours)

MBO, BIMBO, MBI, IBO or PTP? European and US private equity houses are still active in the European market. A sale to a management buy-out (MBO team) or another private equity solution can be an attractive option for companies wishing to sell a division or subsidiary so as to restructure and focus on core activities. This training course will enable junior corporate lawyers to gain an overview of the different types of private equity transactions including preliminary issues, structure, finance arrangements, tax issues and documentation. The course will enable participants to:

Identify the various forms of private equity transactions
Understand the 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 content of the principal documents required in a typical private equity transaction
Understand the mechanics and typical timetable of a buyout transaction and the possibility of an auction sale
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

Joint Ventures (one day)

This one-day training course uses practical exercises and a case study to give an overview of 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. The course will 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

This course can also be delivered as two separate sessions – ‘Joint Ventures – Overview’ and ‘Joint Ventures – Documents’.

Takeovers (one day)

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. The course will 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 stakebuilding
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

Auction Sales (1.5 hours)

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.

Due Diligence (three hours)

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

Financial Assistance (1.5 hours)

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.

Share Purchase Agreements (three hours)

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 course will 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

International Aspects of Corporate Transactions (three hours)

Cross-border mergers and acquisitions have increased considerably in the last few years, particularly in the European Union. Cross-border acquisitions are inherently more complex than single-jurisdiction acquisitions. This course aims to provide corporate lawyers (0-3 years) with an introduction to the various international issues arising out of a corporate acquisition with cross-border elements, to give them a better understanding and greater degree of confidence.

The course is very practical in content and concentrates on the key issues that may arise in the context of international acquisitions. In particular it considers the appropriate legal and tax structures for international acquisitions. It also deals with the main regulatory competition and employment law issues and relevant completion aspects, to give junior corporate lawyers a general overview and enable them to identify problem areas and deal with them. The course will enable participants to:

Understand the legal and cultural obstacles to overcome when dealing with local counsel
Understand how to deal with the scope and different cultural attitudes to due diligence
Understand the key areas that need to be considered when drafting a share purchase agreement 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 when dealing with a split exchange and completion, execution formalities, money transfers, opinions, notaries and multiple venues

For course information and links to other modules, go back to course overview.