Private company acquisitions: overview
Corporate finance training
Corporate finance training programmes
Private company acquisitions: due diligence
Private company acquisitions: drafting

Private company acquisitions: warranties and disclosures
Joint ventures

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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Private company transactions

Private company acquisitions: Overview

An introductory course providing an overview of the process involved in private company and asset/business acquisitions.

CPD: 6 hours

Level: introductory

OBJECTIVES

The course will enable participants to:

• Understand the process and the documents involved at each stage of a private company acquisition.
• Identify the key issues in conducting a due diligence exercise.
• Understand the different perspectives of the buyer and seller in relation to a share purchase agreement.
• Identify the key negotiating points in relation to warranties and indemnities.

COURSE OUTLINE

Part 1. Overview of the process and main principles

• An introduction to the main principles applying to private company acquisitions.
• An overview of usual process for a private company acquisition.
• How the process differs where the seller decides to proceed by an auction sale, when such a process is relevant and its advantages and disadvantages.

Part 2. Structuring the transaction

• The main options for structuring an acquisition.
• An overview of the main factors affecting the decision as to how to structure an acquisition.
• The principal differences between the structures.

Part 3. Preliminary documents

• The main features of the preliminary documents relevant to an acquisition including information memoranda, heads of agreement, confidentiality and lockout agreements and when they are relevant.
• An overview of the potential liabilities which can arise for the seller in relation to providing information and how to avoid them.

Part 4. Due diligence

• The due diligence process and its importance.
• An overview of the types of issues which usually arise in due diligence.
• What should be covered in a due diligence review including an outline of the major issues relevant to acquisitions in certain specialist areas.

Part 5. Share purchase agreement

• The main provisions usually included in a share purchase agreement including warranties, disclosures and indemnities.
• The usual provisions which are included as limitations on the warranties and the main negotiating points from the perspective of the seller and the purchaser.
• What is a reasonable end position in terms of negotiations.

Part 6. Asset sales

• Buying from an administrator.
• How the process and documents differ on an asset acquisition compared to a share acquisition.