Legal Concepts in M&A for Non Legal Executives

This workshop has been designed for financial and business professionals who are involved in M&A and would benefit from a more thorough understanding of the legal documentation and legal implications generally, enabling them to lead and/or follow the negotiation of transaction documentation competently and comfortably.

Participants will gain a detailed understanding of the legal side of M&A, including the UK law-inspired, “international-style” share purchase and shareholders’ agreements, which are often used in international M&A even when documents are governed by local law.

The workshop aims to demystify documents that can often be difficult to read and understand for non-specialists, by eschewing “legalese” to look beyond convoluted legal provisions to the business and financial implications of the most important clauses. By the end of the programme, participants will:

• Understand the main legal implications of an M&A process and the importance of employing specialised legal counsel
• Gain insight into some of the legal factors that may create differences in interests and motivation between different types of participants in M&A (for an advanced audience, this can also include a detailed overview of the way investment funds are structured and the key provisions of fund partnership agreements)
• Have in-depth understanding of the concept, legal implications and typical structure of an equity term sheet
• Understand the structure of an international-style share purchase agreement and the relevance of the main categories of clauses, including representations and warranties, split signings and closing, conditions to closing and post-closing covenants
• Have a detailed understanding of, and be able to negotiate, typical price setting and price adjustment mechanisms (closing accounts vs locked box, net debt and working capital adjustments, earn-outs etc)
• Understand the typical structure and key clauses of an international-style shareholders agreement, including control and governance rights, drag-along, tag-along and pre-emption rights
• Be able to provide informed instructions to legal counsel, ensuring that essential business and financial matters that might not be apparent to the legal team are not overlooked in negotiations