Dates

7 October 2008
11 February 2009
8 July 2009
2 December 2009

 Course Overview

The objective of a seller should be to achieve the highest price subject to the least onerous terms and to walk away from a transaction with measurable and finite liabilities.

This course examines common errors and pitfalls in the disposal process and emphasises strategies for realising a maximum value for a seller whilst limiting the legal redress of a buyer.

Procedures for valuing a company and for the planning, negotiation and execution of its sale are described together with the meaning and effect of representations, warranties and indemnities.

The course also reviews the structuring of consideration (including earn-outs) and the principal clauses to be negotiated limiting a seller’s liability in the Sale & Purchase Agreement.

Course Content

Introduction
Typical mistakes in disposals
Planning for success
Preliminary considerations
Rationale for selling

Valuation
Initial guidelines
NAV, DCF & PER
Valuation by comparison

Pre-sale planning
Appointment of advisers
Disclosure to advisers
Engagement letter and fees
‘Sell side’ due diligence
Preparing the management
Grooming and separation issues

Executing the sale
Writing an Information Memorandum
Searching for a buyer
Negotiating tactics
Confidentiality Letter
Letter of Intent & Heads of Agreement
Formal auctions

Consideration
Corporate vendors
Individuals
Ordinary shares, cash & loan notes
Earn-outs
Completion

Legal considerations
Avoid unprofessional tactics
Representations, warranties and indemnities
Limitation of seller’s liability
Completion