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.
Course Outline
- Fundamentals of mergers and acquisitions
- Distinction between mergers and acquisitions
- Why do acquisitions take place?
- Diversification
- Consolidation
- The main distinct stages of acquisitions
- Corporate strategy development
- Organizing for acquisitions
- Deal structuring and negotiations
- Post-acquisition integration
- Post-acquisition audit
- Structuring the merger or acquisition
- Drafting preliminary documents
- Heads of terms – legally binding?
- Confidentiality agreement
- Lockout/exclusivity agreements
- How to structure the acquisition
- Share sale
- Business sale
- Hive down of the business followed by share sale
- Drafting preliminary documents
- Share sale versus business sale
- Advantages and disadvantages of share sale: seller versus buyer
- Transactions
- Third Party consent
- Stamp Duty
- Liabilities
- Avoiding TUPE (Transfer of Undertakings, Protection of Employment)
- Warranties
- Advantages and disadvantages of business sale: seller versus buyer
- Advantages and disadvantages of share sale: seller versus buyer
- Structuring the deal
- How to price the acquisition
- The due diligence process
- Objectives
- Structure
- Scope
- The purchase agreements
- Asset Purchase Agreement versus Share Purchase Agreement
- Post-acquisition
- Importance of warranties and indemnities
- Effects of breach
- How to minimise claims
- Contractual protection for the seller
- Disclosure letter
- Intellectual property and environmental issues
- Merger control and completion
- Importance of warranties and indemnities