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Training Course Summary:

The objective of a seller should be to achieve the highest price on the least onerous terms and to walk away from a transaction with measurable and finite liabilities. This course therefore 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 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 related legal documentation necessary to complete a sale.

Training Course Overview/Content:

Introduction
Typical mistakes in disposals
Preliminary considerations
Strategies for realising value

Valuation
Initial guidelines
NAV and DCF
Price/earnings ratios
Value by comparison

Pre-sale planning
Appointment of advisers
Engagement letter and fees
Preparing the company
'Sell side' due diligence
Grooming and separation issues

Execution
Finding a buyer
Marketing tactics
Auctions
Presenting the information

Documentation
Confidentiality Letter
Information Memorandum
Letter of Intent & Heads of Agreement
Lock-in & Lock-out Agreements

Legal considerations
Unprofessional tactics
Representations, warranties and indemnities
Disclosure & limitation of seller's liability
Sale & Purchase Agreement

Negotiation
Initial negotiations
Consideration
Earn-outs
Later negotiations
Completion