course content
TO BE ANNOUNCED
Aims
Why this seminar is important for you?
- 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 will be interactive, based on realistic case studies and incorporating specific drafting suggestions and precedents.
- 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.
- 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.
- This seminar is practical and is taught by highly experienced lawyer expert in all areas of corporate law.
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.
This course is suitable for:
- Lawyers
- Advocates
- Trainee Lawyers
- Corporate Administrators
- Paralegals
- Accountants
- Auditors
- Shareholders
- Directors of Companies
- Stakeholders
- Entrepreneurs and Business owners
- Corporate governance professionals
- Investment Bankers
- Venture Capitalist
- Private equity investors
- other Professionals