1. Introduction
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- 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
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- 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
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- 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
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- 4.1 Leveraged buyouts
- 4.2 Management buyouts
- 4.3 Leveraged and management buyout process
5. M&A Transaction: Legal Requirements and Issues
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- 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
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- 6.1 Introducing pre-deal agreements
7. Pre-deal Agreements - Confidentiality Agreements
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- 7.1 Confidentiality agreement
- 7.2 Enforcement of confidentiality agreement
8. Pre-deal Agreements - Standstill, Exclusivity and No-shop Provisions
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- 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
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- 9.1 Letters of intent or memorandum of understanding or term sheets
10. Acquisition Agreement
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- 10.1 Acquisition agreements: Structure and recitals
11. Acquisition Agreement - Purchase Price Provisions
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- 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
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- 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
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- 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
15. Acquisition agreement - Termination
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- 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
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- 16.1 Remedies - Termination
- 16.2 Remedies - Basic indemnity
- 16.3 Remedies - Special indemnity
- 16.4 Escrow agreement
17. Ancillary Agreements
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- 17.1 Ancillary agreements
- 17.2 Side-letters
- 17.3 Assignment of IP
- 17.4 Employment agreements
18. Negotiating M&A deals
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- 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