Negotiation Skills
Corporate acquisitions and disposals
This popular conference reviews in detail the key legal and other relevant aspects relating to a corporate acquisition or disposal.
23 February 2010
2 Days
-
GBP 1149 + VAT
Membership Price: 574.5 + VAT London
9.00 - 9.30
5.00
32883
Why you should attend this course
The sale and purchase of companies and businesses, and the consequences of doing one rather than the other, are always topical subjects. This practical programme reviews in detail the key legal and other issues relating to both business and company sales, from the initial step of valuing the business, through the structuring and negotiation of the deal to the final completion accounts.
Who should attend
This popular conference is designed for all those involved in the negotiation and completion of business acquisitions and disposals, particularly:
- In-house lawyers / Commercial lawyers in private practice
- Managing directors
- Finance directors and financial controllers
- Commercial managers / Business development managers
Key benefits
This programme has been carefully designed to take you through each relevant aspect of a corporate acquisition or disposal. Detailed and focused examination of all aspects of a typical transaction will be presented by experienced specialists in each field. Some of the many benefits you will derive from attending this conference include:
1. A concise review of the current law relating to corporate acquisitions and disposals
2. Advice on structuring the deal – including share vs business sale and payment methods
3. Clear guidance on valuation techniques – including an analysis of the key factors affecting valuation
4. A checklist of the key issues to be aware of in pre-contractual negotiations – including confidentiality and lock-out agreements
5. In-depth coverage of the key clauses to be negotiated in the agreement – including restrictive covenants, entire agreement clauses and, in particular, warranties and indemnities
6. Expert analysis of specific problem areas – including pensions, tax, employment law, intellectual property rights, property and environmental issues
For maximum ‘take-home’ value, the programme is accompanied by comprehensive reference materials and there will be ample opportunity for you to raise any issues which may be of particular concern to you. This is a thorough, but above all practical, review of a key topic – if you are, or are likely to be, involved in any aspect of a corporate acquisition or disposal, this is a ‘must-attend’ event.
Programme
DAY 1 - Putting the deal together
Acquisition process and valuing the target
- Overview of the acquisition process
- Preliminary due diligence: the ‘quick and dirty’ look
- Painting the correct financial picture: adjustments by buyers and sellers
- Valuation techniques
Pensions
- Objectives of buyer/seller
- Stand-alone/group schemes
- Warranties
- Transfer payments
- Recent case law
- Regulatory clearance
Due diligence
- The case for due diligence
- Legal underpinning of due diligence
- Managing the process
- Spotting the danger signs
- Case examples
Negotiating the agreement
- Provisions applicable to both asset and share purchase agreements
- Particular issues arising in sale of asset purchase agreements
Warranties and indemnities
- Representations, warranties and indemnities
- What are they?
- Who should give them?
- Limitation clauses
- Disclosures
Accounting issues – a non-technical guide for non-accountants
- Target evaluation
- Pricing
- Benefits to an acquirer
Day two – Anticipating and solving specific problems
Pre-contractual negotiations
- Confidentiality agreements
- Lock-out agreements
- Heads of terms
- Information memorandum
Employment law
- Personnel issues in context
- Consequences of the shares/assets distinction
- TUPE – when does it apply and key provisions
The vendor’s perspective
- Overview of the sale process
- Pre-sale grooming
- Identifying and approaching potential purchasers
- Managing the sale and getting the best deal
Environmental liabilities
- Potential liabilities and capping liabilities
- Standard warranties and indemnities
- Environmental audits and due diligence
Tax
- Structuring the transactions
- Tax due diligence
- Transactional and structuring objectives
- Tax planning pre and post sale
- Documentation
Property
- Standard investigations
- Leases
- Warranties and indemnities
- SDLT and VAT
- Certificates of title
Intellectual property
- Categories of intellectual property rights
- Identifying, investigating and transferring IPRs
- To assign or to license?
- Standard warranties
Conference chair
Caroline Frampton is a Partner in the Real Estate Department at Lane & Partners LLP advising on all aspects of general commercial property work and has considerable experience in dealing with the property aspects of corporate deals.
Conference presenters
Gordon Blair is a Partner at Succession Corporate Finance. He has led and completed over seventy deals and his transactions have included acquisitions, disposals, buy-outs, buy-ins, re-financing; many of which have been cross border.
Manu Chopra is a solicitor in Berwin Leighton Paisner's International Corporate Finance Group. He has experience of UK and international transactions involving acquisitions and disposals of companies and businesses, public fundraisings, joint ventures, investment fund formation and management.
James Cox is partner in the London office of Gibson, Dunn & Crutcher and a member of the firm's Labour and Employment law group. James has extensive experience in contentious and non-contentious labour and employment matters.
Robin Ellison is a partner in the pensions team at Pinsent Masons. He is the author of a four volume standard text on pension law and practice and a visiting professor in Pensions Law at the City University.
Ross Fairley is a partner and Co-head of Burges Salmon's Environmental Law Unit. Specialist areas on which he advises are contaminated land, environmental policy, management, audit and lender liability.
Stephen Goldstraw is a partner of Manches, specialising in corporate tax. Prior to joining Manches in 1989 he spent four years at Slaughter and May and three years at KPMG Peat Marwick.
Peter Gray is a director of Cavendish Corporate Finance. He has worked on a wide variety of transactions including management buy-outs, stock market flotations and acquisitions and disposals.
Andrew Harris is a partner in the Corporate Department, DLA London office, specialising in private equity transactions. He was previously a partner in the SJ Berwin private equity group.
David Innes is a partner in the Corporate Department of Travers Smith. He specialises in private equity and corporate finance work with an emphasis on international transactions.
Paul Robins joined Kaplan in 2002 and is currently the Academic and Technical Consultant for the Financial Pillar of the CIMA examinations. A qualified Chartered Accountant, Paul has also been a registered auditor with the ICAEW and an external verifier for the AAT.
Anthony Shatz is a partner in SJ Berwin’s Corporate Finance Department. His work includes private and public M&A, fundraisings and IPOs across a variety of sectors, with a focus on property, leisure and IT.
Richard Vary trained at Linklaters, qualifying into the IP department in 1999. He worked on the IP aspects of a number of mergers and acquisitions, in the energy, aerospace and financial services sectors. In 2006 he joined Nokia, where he now manages the IPR litigation team for Europe.
Quotes from previous delegates
‘A very good course – excellent content, good speakers’. Paul Jackson, Finance Director, Driving Edge
‘An extremely well-structured course with sessions taking us through the process in the order they occur’. Christopher Ake, M&A Manager, Mitie Group Plc
‘Well organised and interesting speakers – the course gave a valuable overview’.Ian Hardie,Thinc Group Ltd
Continuing professional development
Attending this conference qualifies you for 12 CPD hours from the Solicitors Regulation Authority and the Bar Standards Board. Certificates of attendance will be given to all delegates, so that they may claim appropriate credits in respect of other CPD requirements.
In-house learning and development solutions
Tailor-made training for your company. If you have a group of five or more delegates you could benefit from our flexible in-house training programmes.
FREE in-house training quotation
For more information and an initial discussion please call Gary Mee direct on 020 7960 5616 or e-mail gary.mee@hawksmere.co.uk
Outsourcing and event management service
Kaplan Hawksmere has over 10 years experience in running outsourced and managed training contracts both in the private and public sectors. Our highly skilled team will work with you to effectively manage your events, conferences and training programmes to maximise delegate numbers and revenue and to deliver significant benefits including:
- Financial returns – possible increased revenues or cost reductions
- Risk reduction
- High delivery standards and customer satisfaction
- Flexibility to work with your own teams or independently
- Greater market exposure
- Low cost, exceptional responsive market research
If you would like any further information on this service please contact Dwane Charalambous on 020 7960 5604 or e-mail dwane.charalambous@hawksmere.co.uk
