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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