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#EBCLearning #SkillUp Transacting Mergers and Acquisitions by Tarun Mathur is a course available at EBC Learning (ebclearning.com). Click here to access the full course.

The course begins by understanding the M&A process and one’s role as a lawyer in that process. Then the course moves on to the whole structure of M&A transactions and how to go about them? And what are the applicable laws? Mr Mathur also discusses in detail about drafting M&A agreements. The acquisition agreements are broken into their components and examined in the context of how they would function in a deal. By the end of this course, one will be well versed with the entire deal process from start to finish, i.e. from pre-deal stage to post-deal integration and disputes.

Course Details
– Level – Advanced
– Total no. of videos – 78
– Total no. of assignments – 77

The course contents are as follows:

1. Introduction
– 1.1 Welcome and scope
– 1.2 Understanding the team and a lawyer’s role
– 1.3 Becoming an M&A lawyer
– 1.4 Supplements

2. Understanding Corporate Transactions
– 2.1 Mergers
– 2.2 Amalgamations or scheme of arrangement
– 2.3 Acquisition
– 2.4 Stock acquisition
– 2.5 Asset sale or slump sale
– 2.6 Joint ventures

3. Undertaking M&A Transactions
– 3.1 Identifying the motives and triggers for an M&A transaction
– 3.2 Identifying the other party and preliminary evaluation
– 3.3 Kick-off meeting
– 3.4 Due diligence
– 3.5 Negotiations
– 3.6 Signing the agreement and other formalities
– 3.7 Structuring the transaction
– 3.8 Structuring considerations of the parties
– 3.9 Stock versus asset-purchase considerations

4. Leveraged Buyouts and Management Buyouts
– 4.1 Leveraged buyouts
– 4.2 Management buyouts
– 4.3 Leveraged and management buyout process

5. M&A Transaction: Legal Requirements and Issues
– 5.1 Applicable laws
– 5.2 M&A and Companies Act: Provisions on share transferability
– 5.3 Preferential allotment
– 5.4 Why do target companies issue new shares in M&A?
– 5.5 Issuance of preference shares: Points to remember
– 5.6 SEBI Takeover Code
– 5.7 SEBI Listing Regulations, 2015
– 5.8 M&A and the Competition Act
– 5.9 Foreign Exchange Management Act, 1999 (FEMA)
– 5.10 Income Tax Act and indirect taxation
– 5.11 Stamp duty

6. Pre-deal Agreements and Documents
– 6.1 Introducing pre-deal agreements

7. Pre-deal Agreements – Confidentiality Agreements
– 7.1 Confidentiality agreement
– 7.2 Enforcement of confidentiality agreement

8. Pre-deal Agreements – Standstill, Exclusivity and No-shop Provisions
– 8.1 Standstill agreements
– 8.2 Exclusivity agreements
– 8.3 No-Shop provisions
– 8.4 Fiduciary Out
– 8.5 Inter-play between exclusivity, no-shop and fiduciary-outs agreements

9. Pre-deal Agreements – Letters of Intent, MOUs and Term Sheets
– 9.1 Letters of intent or memorandum of understanding or term sheets

10. Acquisition Agreement
– 10.1 Acquisition agreements: Structure and recitals

11. Acquisition Agreement – Purchase Price Provisions
– 11.1 Form of consideration
– 11.2 Collars
– 11.3 Fixed and contingent consideration
– 11.4 Earnouts
– 11.5 Financing risk & commitment letters

12. Acquisition Agreement – Representations & Warranties
– 12.1 Form of representations and warranties
– 12.2 Functions of the representations
– 12.3 Scope of seller’s or target’s representations
– 12.4 The buyer’s representations and warranties
– 12.5 Qualifications to the representations
– 12.6 Disclosure schedules

13. Acquisition Agreement – Covenants
– 13.1 Introduction
– 13.2 Operating covenants and “Get the Deal Done” covenant
– 13.3 Affirmative covenants
– 13.4 Other post-closing covenants

14. Acquisition Agreement – Closing Conditions
– 14.1 Closing conditions

15. Acquisition agreement – Termination
– 15.1 Termination rights
– 15.2 Breakup fees and reverse termination fees
– 15.3 Material adverse effect
– 15.4 Material adverse effects carve-outs

16. Acquisition Agreement – Remedies
– 16.1 Remedies – Termination
– 16.2 Remedies – Basic indemnity
– 16.3 Remedies – Special indemnity
– 16.4 Escrow agreement

17. Ancillary Agreements
– 17.1 Ancillary agreements
– 17.2 Side-letters
– 17.3 Assignment of IP
– 17.4 Employment agreements

18. Negotiating M&A deals
– 18.1 Introducing negotiations
– 18.2 Prepare and prepare some more
– 18.3 Understanding leverage
– 18.4 Control the agenda/writing
– 18.5 Have a written “heat map”
– 18.6 Think through your strategy
– 18.7 Ethics and listening skills

19. Conclusion
– 19.1 Next steps

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