Mergers and Acquisitions

There is a misconception that legal writing and legal drafting is the same but there is a substantial difference between the two. While legal writing typically deals with persuasive documents such as court briefs and legal letters, legal drafting involves creating documents such as contracts. They are both equally important in legal practice.

Legal writing is an important skill needed in every practice area of law. Words are used to advocate, inform, persuade and instruct. Are you giving the right impression? Are your clients receiving the right message?

This course focuses on clear legal writing for a global audience. Effective communication with English speaking lawyers is about more than simply words. It entails understanding the unique way these speakers think and approach the legal, political, and business world.

Did you know that most international commercial agreements are drafted in English, irrespective of the nationality of the contracting parties. Drafting contract skills is ideal for lawyers working in English as a foreign language who need to draft, explain or interpret contract clauses written in English. During the course, delegates will look at a wide variety of commercial agreements through to practical drafting sessions. This course will help participantsto draft confidently and effectively in English regardless of the governing law.

This is a practical course with many exercises and examples in order to achieve an interactive and stimulating outcome. The course’s activities involve the production of typical work-place legal documents.

By the end of the course, participants will be able to:

• Apply plain English style of writing to all legal documents
• Recognize the need for legal clarity in different types of legal documents: legal letters, emails, memorandum and opinions
• Apply good legal writing practice
• Demonstrate the register of legal writing
• Correct common mistakes in legal writing
• Dispense and deal with pitfalls and issues relating to the use of legal jargon
• Proofread effectively

This course is for lawyers, legal secretaries, commercial managers, contract managers and anyone who must draft, amend or update contracts, legal letters and legal opinion. The course is suitable for non-native English speakers looking for a better understanding of English legal terms.

Fundamentals of Mergers and Acquisitions (M&A)

• Distinction between Mergers and Acquisitions
• Types of Mergers & Acquisitions
• Horizontal
• Vertical
• conglomerate

Knowledge of areas of law required in M& A

• The Preliminary documents required in M&A
• Heads of terms- legally binding?
• Confidentiality – do they need to be in writing?
• Lockout/exclusivity agreements- requirements for enforceability

How to structure the Acquisition

• Share sale
• Business sale
• Hive down

Looking at different valuation techniques

• Real Estate Value
• Relief from Royalty
• Discounted Cash Flow
• Market Multiples
• Dividend Yield
• Net Assets

The Due Diligence Process

• What is it?
• Why do it?
• Scope of due diligence

The Purchase Agreements

• Share Sale Purchase Agreement v Asset Purchase Agreement v Business Purchase Agreements
• Provisions in a Share Purchase Agreement
• Importance of warranties and indemnities in purchase agreements
• Negotiating warranties from a Share Purchase Agreement
• Contractual protection for the seller
• Disclosure letter

Intellectual property

• What happens to IP in M&A
• Stages of the IP during the M&A process

Dispute Resolution in M&A

• Litigation
• Arbitration
• Mediation

The Exchange and completion stages of M&A

• Seller’s document
• Buyer’s document

The auction processes

• The relevant stages
• Advantages and disadvantages from the buyer’s and the seller’s perspective

This is an interactive course. There are open question and answer sessions, regular group exercises and activities, videos, case studies as well as presentations on best practice and the fundamentals of reliability improvement. Participants have the opportunity to share examples from their own experience and work with the facilitator and other participants to develop actions for improvement.