Transacting Mergers and Acquisitions
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An M&A event is an evolutionary milestone in a company’s lifetime. It impacts its human resources, governance, customer relationships, intellectual property, control and management and at times the company’s own existence.
A complete M&A transaction is a product of planning, strategy and foresight of the several players involved. Every step in a deal process is essential and if well calibrated has the potential to lead to a win-win situation for the parties concerned.
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. As a part of the course, Mr Tarun Mathur has also included several supplements of draft agreements and clauses that will be useful.
A merger is hard to pull off under any circumstances. It’s harder when everybody is against you.
Carly Fiorina- 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
Why take this course?
This course will help you independently transact corporate merger and acquisition transactions in India. This course will give you an opportunity to learn the process of initiating and completing a full corporate transaction. The course provides much needed practical information so that one find this course of use when he or she actually sits down to transact.
Instructors
Tarun Mathur
Tarun Mathur is a Legal Counsel with Huntsman India; has 10+ years of law firm, regulatory and consulting experience, with expertise in corporate, commercial, and legal compliance, M&A transactions and merger filings. He has worked with SEBI (Corporate Restructuring and Corporate Issues and Listing), in Cyril Amarchand Mangaldas and in Trilegal. He is an alumnus of NYU and NLU, Jodhpur; teaches “Transacting M&A Deals” at MNLU Mumbai, and has published on “Merger Control in India” (EBC).
When you see a merger between two giants in a declining industry, it can look like the financial version of a couple having a baby to save a marriage.
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