Negotiation and Structuring of M&A and PE Deals – 13th Dec’17, Bengaluru

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Structuring and Negotiation of M&A and PE Deals - 13th December | Bengaluru


Receiving investment is a happy time for any business. It usually takes a lot of work to find the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved. The investor would want to make sure his investment is protected, and the company will want to make sure the funds are delivered smoothly and that the founders have protected their stake in the venture. This makes writing a proper investment contract a critical first step in the business relationship. Clear & unambiguous investment agreement is very significant to establish a win-win situation for the parties involved in any PE, VC and M&A Deals.
This one day programme will create a solid understanding of the documentary processes relating to PE/VC and M&A transactions, identifying commercial issues and producing clear instructions to lawyers and executives involved. It will also help in equipping with the technicalities involved in clear and well thought out term-sheet negotiation, proper deal structuring know-how to maximise returns and unambiguous deal documentation to avoid pitfalls and will enhance your deal-making skills that you can immediately put into practice.


  • Corporate / Commercial Lawyers
  • VPs and Managers from Legal Department
  • Managing Directors and Senior Management
  • CFOs and Senior Finance Executive
  • Executives of M&A Team
  • Directors of Strategic Planning
  • Contract Managers / Specialists


  • Get the inside track and experienced know-how
  • Learn critical principals of negotiating and drafting
  • Avoid damaging and costly mistakes when drafting your agreements
  • Develop creative, effective and bulletproof documents
  • Understand how to translate the “deal” to paper while avoiding becoming a convict of forms
  • Anticipate and prevent future conflicts through good drafting
  • Receive valuable and useful take-away: precedents, checklists, model agreements


• Planning and conducting agreement negotiation – Key principles of negotiation
• Interest-based bargaining – Understanding the needs of negotiating parties
• Risk Sharing – Determining the rights and obligation of parties
• Are PEs tough negotiators? How does one get the best from negotiating with a PE?
• How can PEs maximise the opportunity and get a good deal for themselves
• Common mistakes
• Pre and Post closing Cooperation

• Common legal issues (PE, VC and M&A)
• Enforceability & 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.
• Shareholder 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
• Q&A

• Deal structuring framework
• Financial structure
• Due Diligence
• Valuation
• Risk assessment
• Debt financing
• Interim liquidity
• Eventual exit
• Case studies

• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit



Santosh is a Director in the Transaction Tax Services division of Ernst & Young and is based in Bangalore, India. He is a Fellow Member of the Institute of Chartered Accountants of India and Licentiate Member of the Institute of Company Secretaries of India. He has over 12 years of experience and more than 8 years in the area of Corporate re-organization, inbound and outbound structuring advisory, conducting tax due diligences, advisory on various M&A activity including buy back, capital reduction etc.

  • He has been part of more than hundred tax due diligence exercise in various sectors including IT, hospitality, hotels, catering, auto components and other sectors.
  • He has also been part of regulatory, tax, financial and business advisory related to group re-organization and restructuring activity.
  • He has handled mergers, de-mergers across seven states in India. His experience includes advising on transaction structuring including mergers, acquisitions, divestitures, corporate restructuring, foreign investment consulting, tax due diligence and inbound acquisitions;
  • Has experience on restructuring services include realignment and rationalization of organizational structure in tax and regulatory efficient manner.
  • Has extensive experience in advising clients in the areas of acquisitions, divestments, mergers, demergers, corporate restructuring, reorganizations, foreign investment consulting/ establishment of joint ventures, international tax (including PE advisory), corporate tax and business re-organization.
  • Advised various Private equity players on their transaction and investment structures, withholding tax issues , Tax NOC s etc.

Mr. Vaibhav Parikh is the Partner in – charge of the Bangalore office of the multi-skilled, research-based international law firm, Nishith Desai Associates ( He is Partner in-charge of the M&A and Private Equity practice groups. He also heads the Fund Investments practice group. He is a member of firm’s executive committee. He has a wide range of experience in corporate and technology transactions. He has advised several private equity and venture capital funds in their investments, specifically in e-commerce, technology, media and life sciences industry. He also has significant experience in M&A transactions including advising on India’s largest e-commerce transaction till date. He has been passionately involved in setting up operations and raising finance for several start-up companies. He is actively involved in the Intellectual Property Practice and is in charge of industry focus group for IT, Telecom, and Media. He has advised many leading Indian e-commerce companies in their operations from a legal and regulatory stand point. He has been nominated as one of Leading Lawyer in Private Equity Practice by IFLR1000 in the year 2013. He has also been nominated as one of the world’s leading practitioners in ‘Who’s Who Legal’ for Regulatory Communications. He is recommended by Legal 500 as an expert in TMT and competition law in 2014. He has been ranked number one for TMT by Chambers and Partners in 2015. Vaibhav Parikh is regularly sought after for his extensive experience in advising on technology matters, with an emphasis on corporate transactions. He has authored several papers and lectured at several prestigious gatherings on a worldwide basis. He has also been acknowledged as a ‘Highly Recommended Lawyer’ for Outsourcing, and Telecom and IT and ‘Recommended Lawyer’ for Intellectual Property by the PLC Which Lawyer? 2009. He has represented NASSCOM at a WTO symposium at Geneva for presenting a paper on ‘Movement of Natural Persons’ in 2001. He is a Charter Member of TiE, Bangalore Chapter and is also on the executive council of the Franchising Association of India.

Mr Neeraj Dubey is a joint partner, Corporate Practice, Lakshmikumaran & Sridharan. He is a corporate lawyer with over 11 years of legal experience encompassing vast gamut of business law, contract management, labour & employment laws, aviation and technology laws. He routinely counsels manufacturing and service industries on a vast range of compliances in all elements of commerce and business including contracts (negotiation, drafting and review), corporate governance, competition law, labour & employment, health & safety environment.

Neeraj’s industry spreads across automobile, aviation, banking, chemicals,  defense, energy, food, pharmaceuticals, information technology and waste management.

Over the years, Neeraj has advised clients on entry strategies in India including choosing appropriate legal structures and their registration and licensing, conducted and advised legal audits and counselled on issues arising in due diligences. He possesses varied experience in drafting, reviewing legal documents and commercial contracts.

Mr. Jayant Tewari has been providing Out-Sourced CFO (Chief Financial Officer) Services to the Small & Medium Enterprises (Less than USD 5Mn Revenue level) encompassing all aspects of Financial Strategy, more often than not culminating in a Funding / Strategic Transaction. While he does not engage in Investment Banking, he has been instrumental in the over USD 55Mn of Equity Financing being raised by his clients over the last decade of his Practice. Prior to that he was a full-time CFO for 4 SME’s over a 10 year period and raised over USD 35 Mn of equity funding in that capacity. His practice is based on the belief that the technology and marketing functions are best dealt with by the Promoters, and Financial Strategy is an area where a natural gap exists in the promoter group – he has developed an affordable means to plug this gap ..

Mr. Tewari and his practice have been covered in the past by The Hindu, The Times of India and the Economic Times.

Mr Tewari is an MBA / ICWA with over 25 years of professional experience and began his career with the UB Group before moving into the SME space as a full-time CFO at the ripe old age of 30.

Nitin Gupta is expertise in advising clients in the areas of corporate restructuring, mergers/ demergers, slump sale, family settlements, estate planning.

Highlights of his experience :

►Buy side / Sell side structuring advisory / SPA reviews

►Advisory on Indirect transfers to overseas clients arising out of overseas mergers / buybacks

►Advisory and implementation assistance to Indian listed entities on slump sale, hive off of business for introduction of investors

►Project Coordination services for reorganization of assets / holdings of a major business conglomerate among the family members in multi layered holding structure

►End to end advisory and implementation assistance (including project management) services to a manufacturing group for carve out of its businesses into separate verticals as per the family interests.

►Implementation assistance and project management services for setting up the holding structure in relation to succession planning

►Implementation assistance in merger / demergers

►Advisory services in relation to group restructuring for various Indian clients


The Chancery Pavilion


Fee Details Bengaluru:

Standard Fee : INR 15,000 plus taxes (per delegate)

Early bird discount : INR 12,000 plus taxes (per delegate) (Valid till 8th Dec)

Group discount (for 3 or more delegate) : INR 10,000 plus taxes (per delegate)

In case of queries, please email us at or call  on +91 9650920078


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