Part 1: 20 May 2021, Thursday 3pm to 6pm (Singapore/Hong Kong/Beijing/Shanghai Time) GMT +8 Part 2: 21 May 2021, Friday 3pm to 6pm (Singapore/Hong Kong/Beijing/Shanghai Time) GMT +8 Delivered Via:     2-Part Webinar

 

 

 

Overview

This course will give delegates an essential knowledge and understanding of M&A including the wide range of legal and commercial issues and skills. ALB presents an interactive and intense 2-part webinar that helps you manage and understand the inherent risks and protections to in an M&A transaction. 

Learn how to manage the risks of and negotiate warranties, representations and indemnities with ease, relate them to the due diligence exercise and disclosure letter, consider the key contents and schedules of a Share Purchase Agreement and effectively strengthen your M&A  skills for all key stages of a transaction.

With the trainer’s experience from past transactions as a former partner of KPMG, embed the substantive and practical knowledge require to deepen your knowledge and experience when dealing with M&A transactions.

What You Will Achieve

• Learn the key steps in the process of an M&A transaction
• Master the key challenges of preliminary agreements of an M&A transaction 
• Take part in an insightful Legal Due Diligence exercise to prepare for any such exercise 
• Receive a tried and tested list of Due Diligence enquiries
• Master the difference between a warranty, a representation and indemnity and their impact
• Consider a Disclosure Letter, its significance, timing and content 
• Be taken step by step through a share purchase agreement and its schedules 
• Master the 10 Key Steps to Analyse any M&A Contract 
   

 

Who Should Attend

Partner /Lawyers in Practice • CLO (Chief Legal Officer) • Head of Legal • VP Legal • Head of Compliance • Legal Director • GM (Legal) • General Counsel • Senior Counsel • Regional Counsel • Legal Counsel • Legal Manager • Corporate Finance Professionals, Bankers & Analysts • Anyone who is involved in M&A transactions 

 

Agenda

Day 1 - 20 May 2021, 3pm to 6pm (GMT +8)

 

3:00 pm            The Structure and Process of an M & A Transaction – An Overview

• The purchasing and selling process
• Key steps
• Preliminary 
• Pre contract
• Exchange
• Pre – Completion
• Post Completion
• Completion

 

3.45 pm             Preliminary Documents with Sample Document

• Letters of Intent
• Heads of Agreement
• ‘Subject to Contract’
• Binding?
• Purpose

 

4.20  pm           Break

 

4.35 pm             Legal Due Diligence with Sample List and Case Studies

• Purpose & Scope
• Preparation
• Questionnaire/Material agreements /Sources of information
• Confidentiality
• Report
• Cross border

 

                           Workshop

                           Consider Case Studies and Due Diligence Enquiries List

 

6.00 pm             End of Day 1

 

 

Day 2 – 21 May 2021, 3pm to 6pm (GMT +8)

 

3:00 pm            Warranties, Representations and Indemnities – Workshop

• Why enter into a warranty?
• Definitions and distinctions
• Distinguishing Warranties and Representations
• Distinguishing Guarantees & Indemnities
• Example Clauses

 

4:00 pm            Break

 

4:15 pm            Disclosure Letter with Sample

• Warranties and disclosure letter
• Purpose
• Disclosure Letter and Bundle
• General disclosure and Specific disclosures
• Seller’s approach
• Buyer’s approach
• Delivery

 

5.00 pm             Share Purchase Agreement           

                             The Contract

• Conditions Precedent
• Restrictive Covenants
• Warranties & Indemnities
• Completion & Execution

 

                          10 Key Steps to Analyse any M & A Contract
 

                          Q & A   

 

6:00 pm            End of Day 2

 

 

Testimonials

From the previous course delivered by Arun Singh OBE

• “Arun conducted  the course well-blending theory and practical needs” 
• “He has excellent communication skills and extensive international experience to share as well as real-world situations”
• “Always pleased to take questions and gives relevant examples with his answers and useful workable advice on drafting”