تفاصيل الدورة
Day 1
Fundamentals of mergers and acquisitions· Distinction between mergers and acquisitions
· Why do acquisitions take place?
> Diversification
> Consolidation
· The main distinct stages of acquisitions
> Corporate strategy development
> Organizing for acquisitions
> Deal structuring and negotiations
> Post-acquisition integration
> Post-acquisition audit
Day 2
Structuring the merger or acquisition· Drafting preliminary documents
> Heads of terms - legally binding?
> Confidentiality agreement
> Lockout/exclusivity agreements
· How to structure the acquisition
> Share sale
> Business sale
> Hive down of the business followed by share sale
Share sale versus business sale· Advantages and disadvantages of share sale: seller versus buyer
> Transactions
> Third Party consent
> Stamp Duty
> Liabilities
> Avoiding TUPE (Transfer of Undertakings,
Protection of Employment)
> Warranties
· Advantages and disadvantages of business sale: seller versus buyer
Day 3
Structuring the deal· How to price the acquisition
· The due diligence process
> Objectives
> Structure
> Scope
· The purchase agreements
> Asset Purchase Agreement versus Share Purchase Agreement
Post-acquisition· Importance of warranties and indemnities
> Effects of breach
> How to minimize claims
· Contractual protection for the seller
· Disclosure letter
· Intellectual property and environmental issues
· Merger control and completion
تحديث بتاريخ 16 May, 2024 - أقل