Description

Mergers and Acquisitions - Virtual Learning

Why Attend

This practical course covers the key steps in the Mergers and Acquisitions(M&A) process, from the initial step of valuing the shares in a company through to closing the deal. Whether or not participants practice M&A, this course will provide them an insider's look into what is an undeniable major force in today's corporate arena.

This course will give participants an A-Z understanding of the M&A process and the ability to evaluate whether a merger or acquisition fits with their organization's strategy. As a result they will identify the most lucrative M&A opportunities, select the best partners and get the maximum reward from the deal.

Course Methodology

In this interactive training course participants will frequently work in pairs as well as in larger groups to complete exercises, and regional and international case studies.

Course Objectives

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

Identify attractive Mergers and Acquisitions (M&A) opportunities

Formulate the initial steps and the preliminary agreements for a merger or acquisition

Carry out a full due diligence into the state of affairs of a target company

Understand the Share Purchase Agreement (SPA) and the Asset Purchase Agreement (APA)

Take an active role in the exchange and completion stages of a merger or acquisition

Be an effective part of the post-merger integration to ensure the smooth running of the new organization

Target Audience

This course is suitable for anyone involved in the identification, planning and execution of a Mergers and Acquisitions opportunity. This includes, CEOs, managing directors, general managers, financial directors, accountants, board members, commercial directors, business development directors, strategy planners and analysts, and in-house council.

Target Competencies

Identifying M&A opportunities

Due Diligence

Organizing Acquisitions

Structuring Negotiations

Post-acquisition Integration

Post-acquisition Audit

Note

The Dubai Government Legal Affairs Department has introduced a Continuing Legal Professional Development (CLPD) programme to legal consultants authorised to practise through a licensed firm in the Emirate of Dubai. We are proud to announce that the Dubai Government Legal Affairs Department has accredited EMG Associates as a CLPD provider. In addition, all our legal programmes have been approved.

This PLUS Specialty Training Legal course qualifies for 4 elective CLPD points.

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

Advantages and disadvantages from the buyer's perspective
Advantages and disadvantages from the seller's perspective

Business sale

Advantages and disadvantages from the buyer's perspective
Advantages and disadvantages from the seller's perspective

Hive down

A combination of assert sale and share sale

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

Legal
Financial
Commercial
Operational

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 process

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

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Mergers and Acquisitions - Virtual Learning

By EMG Associates UK Limited

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