Structuring of M&A and PE Deals – 1st November | Singapore

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Structuring, Negotiation and Documentation of M&A and PE Deals - 1st November | Singapore

INTRODUCTION

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.

WHO SHOULD ATTEND:

  • 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

WHY YOU SHOULD ATTEND:

  • 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

AGENDA

• 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

MEET OUR EXPERTS

Experts

Based out of Singapore, Yang Yen Thaw is a CoAggregator, M&A specialist, cross-border consultant, investor and an entrepreneurial lawyer. He is the Managing Director of 2iB Partners, a specialist M&A company that provides the full suite of services and pioneers the CoAggregation® model which is a deft combination of M&A with organic growth that helps SMEs scale up, internationalize and innovate their systems. He has worked as a corporate lawyer for 25 years in different jurisdictions. Apart from living and working in Singapore, India, Japan and Hong Kong, he was involved in mergers and acquisitions in companies based in US, UK, Australia, New Zealand and France. He has also assisted companies extensively in doing business in China.

Shiao Ning joined Oon & Bazul as the Head of its Mergers and Acquisitions and Corporate Finance Practice.With over 19 years of experience as a corporate lawyer, Shiao Ning’s main area of practice is in public and private mergers and acquisitions covering domestic and cross-border transactions, across a broad range of industries. Her other areas of practice extend to capital markets covering initial public offerings, rights issues and private placements, as well as private equity and venture capital related matters, SGX compliance work and general corporate advisory.

Shiao Ning is a member of the Law Society of Singapore, the Singapore Academy of Law and the Inquiry Panel of the Law Society of Singapore.

She is also a Senior Teaching Fellow at the Singapore Institute of Legal Education and an Adjunct Lecturer at the Singapore Management University’s Law Faculty.

17 years of experience in Finance & Controls handling a variety of functions such as Strategy Development, Accounting, Financing, Treasury, Planning & Budgeting, Compliance & Reporting, Taxation, Systems Implementation and Risk Management. Identified as an achiever throughout the career and hence given increasing responsibilities.

Excellent track record of growth and performance in a dynamic, professional environment. Hands on exposure on business turnarounds, acquisitions, expansions, start-ups, financing arrangements, stock-market listing, due diligence etc.

Key member of executive management driving the business and participated in forming strategies, business controls, expansion, reporting etc. Hands-on experience in implementing ERP and BI systems company-wide. Have a high degree of analytical and data interpretation skills through data manipulation & collation.

OUR VENUE

 Holiday Inn® Singapore Orchard City Centre
11 Cavenagh Road, Singapore 229616.

REGISTRATION DETAILS

Fee Details Singapore:

Standard Fee : USD 600* (per delegate)

Early bird discount 1 : USD 500* (per delegate) (Valid till 22nd Oct)

Early bird discount 2 : USD 550* (per delegate) (Valid till 27th Oct)

Group discount (for 3 or more delegate) : USD 475*(per delegate)

In case of queries, please email us at register@idealsnetwork.com or call Mr Raj on +91 9650920078

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