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“Practicing Mediation” brings the know-how list to conduct or practice mediation hassle-free!

Practicing Mediation

About this Course

Mediation is a dynamic, structured, interactive process where a neutral third party assists disputing parties in resolving conflict through the use of specialised communication and negotiation techniques. All participants in mediation are encouraged to participate in the process actively. Mediation is a “party-centered” process in that it is focused primarily upon the needs, rights, and interests of the parties. The mediator uses a wide variety of techniques to guide the process in a constructive direction and to help the parties find their optimal solution. In this course, you will learn as to how the mediator manages the interaction between parties and facilitates open communication.

Course Overview

In this course you’ll learn the following:

  1. Mediation and its features,
  2. Documentation, formalities, and literature required for mediation,
  3. How to meet and greet the parties which are having disputes,
  4. How to arrive at the most important issues that need resolution,
  5. How to get the parties to a consensus

This course will help you conduct mediation or participate in mediation as an advocate for either party.

 

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Lending & Security Creation in Banking Business

ABOUT THIS COURSE

This course will cover the following topics:

  • What is lending?
  • What are the different types of loans you can get from a bank?
  • Why do you have to give security for a loan?
  • And what type of assets you can give as security?

These are some of the questions that one will find an answer to in this course. In the course, Ms Sonchhatra discusses the cardinal principles of lending. The course focusses on the process of creating security on different kinds of assets.

COURSE OUTLINE

1. Introduction

    • Welcome
    • Supplements

2. Banks and lending

    • What is a bank and what is banking?
    • Banks’ lending business
    • Principles of lending
    • Kinds of lending
    • Priority sector lending

3. Evaluating the borrower

    • Creditworthiness of the borrower
    • Principle of 5Cs
    • Credit Information Companies

4. Understanding fund-based loans

    • Classification: fund based and non-fund based loans
    • Fund based: cash credit loans
    • Fund based: overdraft facility
    • Fund based: term loan
    • Fund based: bill discounting facility

5. Understanding non-fund based loans

    • Introduction
    • Non-fund Based: Bank Guarantee
    • Financial and performance guarantees
    • Non-fund based: letter of credit
    • Non-fund based: Types of letter of credit

6. Security for bank loans: mortgages

    • Understanding mortgages on immovable properties
    • Equitable and registered mortgages
    • Importance of title search reports

7. Security for bank loans: hypothecation

    • Movable property
    • Fixed charge and floating charge
    • Hypothecation

8. Security for bank loans: pledge

    • What is a pledge?
    • Depository and depository participant
    • How to create a pledge?

9. Other kinds of security

    • Lien on fixed deposits
    • Assignment of book debts, and life insurance policies

10. Conclusion: different kinds of security

    • Summing up the different types of securitySecurity perfection and CERSAI Filing

11. Security perfection and CERSAI Filing

    • Paying stamp duty, registering charges and mortgages
    • CERSAI filing

12. Security trustee

  •         Role of a security trustee

13. Guarantee & letter of comfort

    • Guarantee
    • Letter of comfort

14. Conclusion

  • Next steps

 

*Link to the entire course can be accessed here: Lending & Security Creation in Banking Business

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EBC Learning, EBC’s premier e-learning delivery platform releases its 15th course on:

Transacting Merger and Acquisitions

ABOUT THIS COURSE

An M&A event is an evolutionary milestone in a company’s lifetime. It impacts its human resources, governance, customer relationships, intellectual property, control and management and at times the company’s own existence.

A complete M&A transaction is a product of planning, strategy and foresight of the several players involved. Every step in a deal process is essential and if well calibrated has the potential to lead to a win-win situation for the parties concerned.

The course begins by understanding the M&A process and one’s role as a lawyer in that process. Then the course moves on to the whole structure of M&A transactions and how to go about them? And what are the applicable laws? Mr Mathur also discusses in detail about drafting M&A agreements. The acquisition agreements are broken into their components and examined in the context of how they would function in a deal. By the end of this course, one will be well versed with the entire deal process from start to finish, i.e. from pre-deal stage to post-deal integration and disputes. As a part of the course, Mr Tarun Mathur has also included several supplements of draft agreements and clauses that will be useful.

COURSE OUTLINE

1. Introduction

  • Welcome and scope
  • Understanding the team and a lawyer’s role
  • Becoming an M&A lawyer
  • Supplements

2. Understanding Corporate Transactions

  • Mergers
  • Amalgamations or scheme of arrangement
  • Acquisition
  • Stock acquisition
  • Asset sale or slump sale
  • Joint ventures

3. Undertaking M&A Transactions

  • Identifying the motives and triggers for an M&A transaction
  • Identifying the other party and preliminary evaluation
  • Kick-off meeting
  • Due diligence
  • Negotiations
  • Signing the agreement and other formalities
  • Structuring the transaction
  • Structuring considerations of the parties
  • Stock versus asset-purchase considerations
    Supplements

4. Leveraged Buyouts and Management Buyouts

  • Leveraged buyouts
  • Management buyouts
  • Leveraged and management buyout process

5. M&A Transaction: Legal Requirements and Issues

  • Applicable laws
  • M&A and Companies Act: Provisions on share transferability
  • Preferential allotment
  • Why do target companies issue new shares in M&A?
  • Issuance of preference shares: Points to remember
  • SEBI Takeover Code
  • SEBI Listing Regulations, 2015
  • M&A and the Competition Act
  • Foreign Exchange Management Act, 1999 (FEMA)
  • Income Tax Act and indirect taxation
  • Stamp duty

6. Pre-deal Agreements and Documents

  • Introducing pre-deal agreements

7. Pre-deal Agreements – Confidentiality Agreements

  • Confidentiality agreement
  • Enforcement of confidentiality agreement

8. Pre-deal Agreements – Standstill, Exclusivity and No-shop Provisions

  • Standstill agreements
  • Exclusivity agreements
  • No-Shop provisions
  • Fiduciary Out
  • Inter-play between exclusivity, no-shop and fiduciary-outs agreements

9. Pre-deal Agreements – Letters of Intent, MOUs and Term Sheets

  • Letters of intent or memorandum of understanding or term sheets

10. Acquisition Agreement

  • Acquisition agreements: Structure and recitals

11. Acquisition Agreement – Purchase Price Provisions

  • Form of consideration
  • Collars
  • Fixed and contingent consideration
  • Earnouts
  • Financing risk & commitment letters

12. Acquisition Agreement – Representations & Warranties

  • Form of representations and warranties
  • Functions of the representations
  • Scope of seller’s or target’s representations
  • The buyer’s representations and warranties
  • Qualifications to the representations
  • Disclosure schedules

13. Acquisition Agreement – Covenants

  • Introduction
  • Operating covenants and “Get the Deal Done” covenant
  • Affirmative covenants
  • Other post-closing covenants

14. Acquisition Agreement – Closing Conditions

  • Closing conditions

15. Acquisition agreement – Termination

  • Termination rights
  • Breakup fees and reverse termination fees
  • Material adverse effect
  • Material adverse effects carve-outs

16. Acquisition Agreement – Remedies

  • Remedies – Termination
  • Remedies – Basic indemnity
  • Remedies – Special indemnity
  • Escrow agreement

17. Ancillary Agreements

  • Ancillary agreements
  • Side-letters
  • Assignment of IP
  • Employment agreements

18. Negotiating M&A deals

  • Introducing negotiations
  • Prepare, and prepare some more
  • Understanding leverage
  • Control the agenda/writing
  • Have a written “heat map”
  • Think through your strategy
  • Ethics and listening skills
    Subsection

19. Conclusion

  • Next steps

* Link to the entire course can be accessed here: Transacting Merger and Acquisitions

Instructor Name: Mr Tarun Mathur