Dates                                                                       
 
 
15 September 2008
1 December 2008
17 March 2009
5 August 2009
28 October 2009               

 Course Overview

Participants will gain an understanding of the principal points for negotiation in the core documentation required for the successful execution of corporate finance deals.

The course focuses, from a practical point of view, on the content and terminology of specific documents and their intended consequences.

Particular problem areas are highlighted so that corporate financiers will achieve an appreciation of the objectives that their lawyers should be seeking to achieve on their behalf.

Such knowledge should enable commercial negotiations to proceed more smoothly and potential ‘deal breakers’ to be identified at an early stage. Problems can then be resolved informally as they arise rather than in marathon negotiating sessions where the positions of the parties may have become entrenched.

Course Content

Background and overview
Structure of an agreement
Pre-conditions and covenants
Representations, warranties and indemnities
Purpose and scope of warranties
Vendor protection clauses
Disclosure letter
Protection and remedies of the purchaser

Subordinate documentation
Shareholders agreement
Confidentiality letter
Business plan & information memorandum
Option agreement
Service contract
Consultancy agreement

Loan & security documents
Possession, ownership and rights
Loan agreements
Guarantees and indemnities
Loan representations and warranties
Financial covenants
Events of default
Notification of default

Flotations
Subscription/placing agreements
Offer for subscription
Offer for sale
General duty of disclosure
Underwriting agreements
Verification notes

Supporting documentation
Accountants report
Hold harmless letter
Letter of intent & heads of agreement
Exclusivity agreement
Comfort letters & side letters
Completion