Course Description
This is an online seminar and offers 6 CPD points by the Cyprus Bar Association. In addition, by the end of this seminar the participants will:
Learn the purpose of the key provisions of the SPA and related transaction documents and the effect that amendments can have on client’s position
Appreciate the function of Warranties and Indemnities and gain an understanding of the differing approaches of the seller and buyer in negotiating the terms of the warranties in the acquisition agreement
Improve your delivery of commercially relevant and client-focused advice
Increase confidence in your overall ability to draft effective acquisition-related agreements on behalf of your clients
This course looks at the drafting of share sale and purchase agreements (SPAs) and related transactional documents from the point of view of both parties. It will enhance your understanding of the overall transaction structure, the purpose of the key provisions of the SPA and the effect that amendments can have.
The course also encourages you to develop your drafting skills in context, to enable you to confidently produce more effective and robust agreements for your clients. This course is practical. You will receive a number of ready-made drafted clauses and sample SPA’s for your own use. After looking at the provisions, we will look at real-life scenarios and help you to develop the skills for effective drafting and provision of legal advice to your clients.
What will you learn:
Learn the purpose of the key provisions of the SPA and related transaction documents and the effect that amendments can have on your client’s position.
Appreciate the function of Warranties and Indemnities and gain an understanding of the differing approaches of the seller and buyer in negotiating the terms of the warranties in the acquisition agreement.
Improve your delivery of commercially relevant and client-focused advice.
Increase confidence in your overall ability to draft effective acquisition-related agreements on behalf of your clients.
Course Accreditation
The course is accredited and funded by the HRDA.
The course is also accredited by the Cyprus Bar Association for 6 Verified CPD points.
Funding Available
€232 + VAT full price.
If you are eligible for HRDA funding: €102 funded and your employer only pays €130 + VAT on the full amount
Start Date
01/12/2022
End Date
02/12/2022
Dates and Times
17:00 - 20:00 p.m. (both days)
Course Content
UNIT 1 – Structure of a Sale & Purchase Agreement
Letters of Intent & Heads of Agreement
agreements leading up to the SPA
Definitions
Exchange & Completion
Boilerplate Clauses
Schedules
Comfort Letters & Side Letters
Sample precedents, discussion & quiz
UNIT 2 – Representations, Warranties & Indemnities
Drafting Objectives
Purpose of Warranties
Warranties given by the Seller
Warranties given by the Buyer
Indemnities given by the Seller
Sample precedents,
discussion & quiz
UNIT 3 – Completion Meetings
Management of the Meeting
Solicitors’ Undertakings
Timing problems
Completion in Escrow
Sample precedents, discussion & quiz
UNIT 4 – Warranties, Disclosure, Completion Accounts
Who should give Warranties?
Dual-purpose of Warranties
What is Disclosure?
Effect of the Warranties
Completion Accounts (comparison, mechanisms, limiting areas of potential dispute etc.)
Sample precedents, discussion & quiz
SPECIMENS PROVIDED
SPA specimen
Resolutions approving SPA
Disclosure letter
Heads of Terms
Due Dilligence checklist
Memorandum of Understanding
Language of Instruction
English
Course Methodology
Live distance learning via Zoom. This method enables the instructor to continuously assess the receptivity of the trainees and to be constantly updated accordingly. During the training, appropriate techniques will be developed and assist the subject of training. Regular discussion and participation are the main pillar of the training techniques in this program.
Trainer
Androulla Poutziouris, LLB, LLM, ADVOCATE
Admission Requirements
You must be a trainee lawyer, a registered lawyer, a corporate administrator, a paralegal or working in a relevant profession
Discounts/Offers Applicable
30% discount for employees who do not qualify for funding with the HRDA.
Who is the course aimed at
Trainee Lawyers, Registered Lawyers, Corporate Administrators, Paralegals, other Professionals
Certificate Awarded
A Training Certificate will be awarded to those participants who will successfully complete the training.
The Training Certificate, at the bottom, will state: "The program was approved by the Human Resources Development Authority".
The CPD points awarded will also be included on the certificate.