Browse Legal Professional Education Mergers and Acquisitions Mastering Mergers & Acquisitions: From Strategy to Transaction Documents

Mastering Mergers & Acquisitions: From Strategy to Transaction Documents

An in-depth course for aspiring M&A practitioners in structuring and reviewing transactions including Term Sheets, NDAs, JV Agreements, BTA, SPA, SSA and SHA.

Mastering Mergers & Acquisitions: From Strategy to Transaction Documents Card Image
6 Weeks
8 - 10 Hours Per Week
₹ 7500
(Or subscribe to access.)
EBC Learning
About this Course

A complete M&A transaction requires planning, strategy and foresight of the several players involved. You must have come across terms like mergers and acquisitions, slump sales, asset purchases, joint ventures, etc. The most important assets that any M&A practitioner can possess are good business acumen, an understanding of what drives the businesses and industries in question, the negotiation skills required to close the deal and the application of practical laws.

This intense course on M&A will take you on a journey of what goes into structuring a transaction. This course will then introduce you to transaction documents and explain the essential clauses of the following documents—

  • Term Sheet and Confidentiality Agreements
  • Shareholders’ Agreement
  • Share Subscription Agreement
  • Share Purchase Agreement
  • Joint Venture Agreement
  • Business Transfer Agreement

At the end of the course, you will learn how to review transaction documents, know what are the things to look for in a document and how to negotiate like a transactional lawyer.

Who should take this course?

Law Students and Recent Law Graduates, Lawyers, In-House Counsels, Legal Professionals who wish to switch to corporate practice or looking to kickstart a career as Transactional Lawyers, Chartered Accountants, Company Secretaries, Cost & Work Accountants, Government Officials, Academicians, Managers, Chief Executive Officers, Company Directors, Prospective Entrepreneurs, may take this course. The course would help launch law students into a career in corporate law and help practitioners develop their corporate law practice. Business professionals, advisors and managers interested in a detailed legal understanding of corporate affairs may take this course to hone their legal skills.

  • 1. 📕 Term Sheet and Confidentiality Agreements (NDAs)
    • 1.1 ▸ What is a term sheet?
    • 1.2 ▸ Are term sheets binding or non-binding?
    • 📚 Readings
    • 1.3 ▸ How to draft a term sheet?—Part I
    • 1.4 ▸ How to draft a term sheet?—Part II
    • 1.5 ▸ How to draft a term sheet?—Part III
    • 1.6 ▸ How to draft a term sheet?—Part IV
    • 1.7 ▸ How to draft a term sheet?—Part V
    • 1.8 ▸ Some tips to draft a term sheet
    • 📚 Readings
    • 1.9 ▸ What are NDAs, and how do you draft them?
  • 2. 📕 Different Joint Venture structures and drafting of Joint Venture Agreements
    • 2.1 ▸ Introduction to joint venture agreements (JVAs)
    • 2.2 ▸ Different types of JVs
    • 2.3 ▸ Unincorporated JVs
    • 📚 Readings
    • 2.4 ▸ What are Greenfield JVs and Brownfield JVs?
    • 2.5 ▸ What are the steps in creating a JVA?
    • 2.6 ▸ Some points to keep in mind while drafting JVAs
    • 2.7 ▸ Some governance issues to keep in mind while drafting a JV agreement
    • 📚 Readings
    • 2.8 ✒ Exercises
    • ☆ Feedback
  • 3. 📕 Business Transfer Agreement
    • 3.1 ▸ Understanding the concept of slump sale—Meaning of undertaking
    • 3.2 ▸ Understanding the concept of business transfer agreement—Meaning of going concern and lump sum basis
    • 📚 Readings
    • 3.3 ▸ Understanding the concept of business transfer agreement—Meaning of transfer by way of sale
    • 3.4 ▸ Structure of business transfer agreement
    • 3.5 ▸ Stamp duty implication on a slump sale
    • 📚 Readings
    • 3.6 ▸ Essential Elements of BTA
    • 3.7 ▸ Understanding the concept of excluded assets while drafting a BTA
    • 3.8 ▸ Understanding the concept of excluded liabilities while drafting a BTA
    • 3.9 ▸ Exclusion of employees in a BTA
    • 3.10 ▸ Law regarding transfer of employee
    • 📚 Readings
    • 3.11 ▸ Sale of goodwill and non-compete clause
    • 3.12 ▸ Drafting of non-compete clause
    • 3.13 ▸ Non-compete clause
    • 𝍭 Full Text of Leading Cases
    • 3.14 ✒ Exercises
  • 4. 📕 Share Purchase Agreement (SPA) and Share Subscription Agreement (SSA)
    • 4.1 ▸ Difference between share purchase agreement and slump sale
    • 📚 Readings
    • 4.2 ▸ SPA and SSA
    • 4.3 ▸ Stamp duty implication of SPA and SSA
    • 📚 Readings
    • 4.4 ▸ Introduction to SSA and SPA
    • 4.5 ▸ Understanding the conditions precedent and subsequent, closing date, and long-stop date
    • 4.6 ▸ Consequences of not meeting the closing date and conditions precedent
    • 📚 Readings
    • 4.7 ▸ What are representations and warranties?
    • 📚 Readings
    • 4.8 ▸ Drafting of representation and warranty clause—Part I
    • 4.9 ▸ Drafting of representation and warranty clause—Part II
    • 📚 Readings
    • 4.10 ▸ What is a disclosure letter and how to draft it?
    • 📚 Readings
    • 4.11 ▸ Consequences of misrepresentation in a M&A Transaction
    • 4.12 ▸ Indemnity
    • 𝍭 Full Text of Leading Cases
    • 4.13 ✒ Exercises
  • 5. 📕 Shareholders’ Agreement
    • 5.1 ▸ What is a shareholders’ agreement?
    • 5.2 ▸ Evolving jurisprudence of enforceability of SHA over AOA
    • 5.3 ▸ Some points to keep in mind while drafting SHAs
    • 📚 Readings
    • 5.4 ▸ Drafting of SHA—Management Rights - Part I
    • 5.5 ▸ Drafting of SHA—Management rights - Part II
    • 5.6 ▸ Drafting of SHA—Reserve matter rights
    • 📚 Readings
    • 5.7 ▸ Drafting of SHA—Deadlock Mechanism
    • 📚 Readings
    • 5.8 ▸ Drafting of SHA—Share Transfer Restriction
    • 5.9 ▸ Drafting of SHA—Tag along rights
    • 5.10 ▸ Drafting of SHA—Drag along rights
    • 📚 Readings
    • 5.11 ▸ Drafting of SHA—Pre-emptive Rights
    • 5.12 ▸ Drafting of SHA—Anti-Dilution
    • 5.13 ▸ Drafting of SHA—Anti-dilution protection
    • 📚 Readings
    • 5.14 ▸ Drafting of SHA—Exit rights
    • 5.15 ▸ Conclusion
    • 📚 Readings
    • 𝍭 Full Text of Leading Cases
    • 5.16 ✒ Exercises
    • ☆ Feedback

Instructors

Ketan Mukhija	 image

Ketan Mukhija

Partner, Dentons LinkLegal

Ketan has over 17 years of extensive experience in corporate restructurings, investment transactions, private equity, banking and finance, energy and infrastructure, real estate, telecommunications, and capital markets.

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Juhi Roy	 image

Juhi Roy

Partner, Petkar Legal

Juhi Roy has previously worked as a Senior Associate in the General Corporate team of Argus Partners, Kolkata. She has also worked with Cyril Amarchand Mangaldas, Mumbai; Network 18 Media and Investments Limited, Mumbai; Wadia Ghandy & Co., Mumbai; and SA Partners, Mumbai.

Aditya Singh Chandel	 image

Aditya Singh Chandel

Partner, AZB & Partners

Aditya Singh Chandel has over 19 years of experience and specialises in Direct and Indirect Taxation, Income Tax Laws, International Tax, Goods and Services Tax, Foreign Trade Policy and Customs Law.

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Tarun Mathur	 image

Tarun Mathur

Counsel, Huntsman Corporation & Director (Legal Department), PwC

Tarun Mathur has 10+ years of law firm, regulatory and consulting experience. He has worked with SEBI (Corporate Restructuring and Corporate Issues and Listing), in Cyril Amarchand Mangaldas and in Trilegal.

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Arka Majumdar	 image

Arka Majumdar

Partner, Argus Partners

Arka Majumdar is a Partner at Argus Partners. His experience of over a decade in corporate transactions is both rich and varied and encompasses mergers and acquisitions, private equity, corporate restructuring and general corporate. Arka has represented various multinationals, foreign investors and domestic entities in both primary and secondary investment. His deal repertoire includes various sectors such as steel, agriculture, pharmaceuticals and insurance.

Juhi Wadhwani image

Juhi Wadhwani

Juhi is part of the General Corporate, Labour and Employment, Insolvency & Restructuring and Mergers & Acquisition practice group of Argus Partners. She has over 4 years of experience in undertaking legal due diligence, drafting transactional documents and related documents and advising on various regulatory compliances.

Aishwarya Abhijit image

Aishwarya Abhijit

Senior Associate (KM), Shardul Amarchand Mangaldas & Co

Aishwarya has previously worked as a Senior Associate in the capital markets team at Khaitan & Co. Before her stint at Khaitan, she was an associate in the M&A and capital markets team at JSA. She has doner her LLM from LSE.

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