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

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: Drafting

An intermediate course providing an analysis of the provisions usually included in an agreement for the acquisition of a private company.

CPD: 6 hours

Level: intermediate

OBJECTIVES

The course will enable participants to:

• Draft the key legal provisions in a share acquisition agreement.
• Understand the different perspectives of the buyer and seller.
• Identify likely contentious points and know what is a reasonable compromise.

COURSE OUTLINE

Part 1. The agreement

• The main clauses and structure of the agreement.
• Conditionality and rights to terminate.
• Completion accounts and adjustments to the price.
• Earn outs.
• Completion and documents to be delivered.

Part 2. Indemnities and warranties

• Drafting of the warranties.
• Drafting of the tax and other indemnities.
• Limitations on the warranties.

Part 3. Disclosures

• The drafting of disclosures.
• General and specific disclosures.
• Issues for the seller and purchaser.

Part 4. Boilerplate

• Drafting of boilerplate provisions.
• What are they and why are they included?
• Pitfalls to avoid.