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Workshop On Drafting Investment Agreement for PE VC and M&A Deals

The event is organized by Corptive Research Pvt. Ltd. traditionally consists of one day of training sessions that explore
next generation issues in field of understanding the documentary processes relating to PE/VC and M&A transactions.

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23th January 2019
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More about the Venue

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Key Topics

Deal Life Cycle and Types of Transactions

  • Private Equity, Strategic Acquisitions, Joint Venture, Business Transfer, Asset Transfer, Merger
  • Deal Generation and Term Sheet
  • Due Diligence
  • Transaction Documents
  • Signing, Closing and Post-Closing
  • Impact of cultural differences on negotiation and deal structuring
  • Practical tools for risk mitigation – Case studies
Deal Structure – Corporate Issues

  • Source of Funds – Domestic, Foreign, Combination
  • Type of Target – Private, Public, Listed
  • Company v. LLP
  • Approvals – DIPP / Relevant Ministries, CCI, RBI
  • Debt Financing
  • Promoter incentive
  • Investor downside protection
Documentation and Legal Issues

  • Common definitive agreements – Share Subscription Agreement, Share Purchase Agreement, Shareholders Agreement, Joint Venture Agreement, Business Transfer Agreement, Asset Purchase Agreement
  • Governance – Board Composition, Meetings, Affirmative Matters
  • Shareholding protection – Anti-Dilution, Pre-Emptive Rights, Liquidation Preference
  • Transfer restrictions – Lock-In, ROFO, ROFR, Put Option, Call Option, Drag,Tag, Buy-Back
  • Representations, Warranties and Indemnity
  • Exit – IPO, Trade Sale, Put Option – (Issues Related to Assured Return), Buy-Back, Merger, Conversion Adjustment, Swap
  • Others – Exclusivity, Non-Compete, Non-Solicitation
Tax Structuring

  • Usage of Tax Havens – Beneficial Anymore?
  • Different Tax Implications – DDT, STT, Royalty etc.
  • Structuring Prior to Investment
  • Structuring During Term of Investment
  • Structuring Exit

Benefits of Trainingstats

  • Get the inside track and experienced know-how
  • Learn critical principals of negotiating and deal structuring
  • Avoid damaging and costly mistakes when structuring 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 and structuring
  • Receive valuable and useful take-away: precedents, checklists, model agreements

Who Should Attendicon

  • Executives Involved in PE/VC and M&A Deals
  • Investment/Fund Managers
  • Investment Bankers/Commercial Bankers
  • Law Firms & Consultants
  • Corporate/General/In-house Counsel Corporate/Commercial Lawyers
  • VPs and Managers from Legal Department
  • Managing Directors and Senior Management
  • CFOs and Senior Finance Executives
  • Executives of M&A Team
  • Directors of Strategic Planning
  • Contract Managers/Specialists

Aishwarya H

Aishwarya H

Aishwarya is a senior member of the corporate team at the research and strategy driven international law
firm, Nishith Desai Associates. She is also a leader in the Private Equity and Mergers & Acquisitions
practice group of the firm.

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