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Training Course Summary:

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.

Training Course Overview/Content:

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

Typical Tool Kit
Confidentiality letter
Option agreement
Shareholders agreement
Service contract
Consultancy agreement
Business plan

Loan & security documentation
Taking security
Ownership, possession and charges
Loan agreements
Guarantees and indemnities
Loan representations and warranties
Default

Flotations
Subscription/placing agreements
Underwriting agreements
Verification notes
Contents of a prospectus
Longform and shortform reports
Statutory & general information

Buying and selling companies
Engagement letter
Information memorandum
Letter of intent & Heads of agreement
Exclusivity agreement
Comfort letters & side letters
Hold harmless letter
Financial assistance flow chart
Sale & purchase agreement