A to Z of Buying & Selling a Private Company - In 2 Days

Introduction

This comprehensive two day course is designed for general corporate and commercial practitioners and those wishing to consider the step by step transactional and practical approach to a share deal. It will examine the actual documentation used and highlight the pitfalls and traps that may or may not become apparent during the transaction.

The commercial and legal viewpoint of both a seller and purchaser will be considered, from commencement of the transaction through to completion and post completion matters. It will highlight and incorporate a legal risks audit and implementation of the essential checklist for each stage of the transaction.

What You Will Learn

• Structure of the Deal
• What and why is the purchaser purchasing? What and why is the seller selling?
• How should the target company be valued?
• How will the buyer finance the acquisition?
• Who are the sellers?
• Are any of the sellers trustees?
• Minority Shareholders
• Competition Implications of the acquisition (if any)
• How will the acquisition affect the target company's employees, pension arrangements & IP?
• What are the tax consequences of the transaction structure?
• First Stages - Consideration, Drafting and Amending the Agreement
• Confidentiality
• A checklist of heads of terms
• Exclusivity & Break fees
• Engagement letters
• Due Diligence
• The importance of legal, commercial and financial due diligence
• Drafting the legal & commercial due diligence questionnaire to relate to the target company
• Preparing a legal due diligence report
• Recognising those issues that may affect the value of the company
• Spotting the deal breakers
• Share Purchase Agreement
• The short-form purchase agreement
• Different versions of a long-form purchase agreement
• Practical drafting of warranties and indemnities from a purchaser and vendor perspective
• What happens if there is a breach of warranty
• Standard clauses
• Drafting The All Important Disclosure letter
• Other Transaction Documents
• Signing
• Completion and Post-Completion
• Tax - Share Purchase Agreement; Covenants; Warranties; Issues; Indemnity; Stamp Duty; Business Asset Disposal Relief; Exemption and Clearances