Workshop on PE/VC and M&A Deals Documentation and Structuring – 30th September, Mumbai
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.
Session 1. Negotiation of PE, VC and M&A Deals
• 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
Session 2. Legal Issues & Documentation
• 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
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
Session 3. PE, VC and M&A Deal Structuring
• Deal structuring framework
• Financial structure
• Due Diligence
• Risk assessment
• Debt financing
• Interim liquidity
• Eventual exit
• Case studies
Session 4. Tax Structuring
• Structuring prior to actual investment
• Structuring during the term of investment
• Structuring the exit
MEET OUR EXPERTS
Raja Lahiri, Partner – Transaction Advisory Services, Grant Thornton India LLP
Raja leads the Private Equity Advisory Initiative for the Firm and covers sectors like Technology, Media and Financial Services Sector within Corporate Finance. Raja focuses on various aspects of deal making starting from deal origination and ideation, preliminary deal analysis, due diligence (financial and commercial), valuation, deal negotiation and advise on deal agreements. He also advises clients on post deal integration matters and ideation of exits for Private Equity Funds. Raja has advised and led more than 240+ deals over the past decade of transaction advisory experience and has worked with corporates (India and multinational) as well as leading Private Equity Funds.
Raja spent close to 14 years in one of the large accounting and advisory firms and had co-founded the transaction advisory practice.
Karan Kalra, Co-Head Banking & Finance Practice, Nishith Desai Associates
Karan, based out of Mumbai, is a senior member of the Corporate and Securities practice at Nishith Desai Associates and also co-heads the Banking and Finance practice at the firm. Karan’s practice primarily focuses on banking and structured finance transactions, private equity and venture capital investments, merger and acquisitions and generally corporate advisory matters. He has advised various clients across several jurisdictions and sectors with a specific industry focus on the financial services sector.
Falguni Shah,Partner, PwC India
Falguni Shah has over a decade and half’s experience on transactions and corporate restructuring engagements from a tax and regulatory perspective. She regularly advises both Indian and MNCs across sectors including manufacturing, pharmaceuticals, infrastructure, IT, energy and natural resources, financial services, auto, FMCG on structuring or restructuring M&A transactions and support them in implementing these in a seamless manner. Falguni is a member of the Indian Chartered Accountant Association and a qualified Cost Accountant.
Piyush Mishra, Partner – Cyril Amarchand Mangaldas & Co
Piyush is a Partner at Cyril Amarchand Mangaldas. He is recognised as a leading lawyer in IFLR 1000 (Energy & Infrastructure, 2014). He is admitted to practice in India as well as England & Wales (Solicitor, Non-Practicing). He has been involved in some of the leading Indian and European deals where he has acted for lenders, bidders and developers of power plants, national highways, airports and oil and gas projects. He regularly advises companies and leading financial institutions and investors on transactions. Piyush has various presentations and publications to his credit including the India Chapter in PLC’s Structured Finance & Securitisation Multijurisdictional Guide (2012) and articles in Project Finance International (May 2012 and June 2013) on issues relating to infrastructure. He has also advised various committees and is a member of the FICCI Core Group on Insolvency.
Sahar Airport Road
Fee Details Mumbai:
Standard Fee : INR 15000 + Service Tax (per delegate)
Early bird discount : 10% off till 23rd September i.e. INR 13,500 + 15% Service Tax (per delegate)
Group discount (for 3 or more delegate) : INR 12000 + Service Tax (per delegate)
In case of queries, please email us at firstname.lastname@example.org or call Ms Heena on +91 9654394797
BANK A/C DETAILS FOR – CHEQUE,CASH AND NEFT PAYMENT
Account name: I-Deals Network Pvt. Ltd.
Account no: 629705016365
Branch Name: Mayur Vihar Branch
IFSC Code: ICIC0006297