Private Company Acquisitions

Overview

This course will provide you with a comprehensive overview of the practices and procedures involved in private company and asset/business acquisitions. Using case studies and practical examples you will obtain a thorough grounding in this field and gain the confidence needed to deliver accurate, effective advice.

Who is this for?

• Paralegals
• Apprentices
• Trainee solicitors
• Qualified solicitors (1-5 years PQE)
• Legal execs
• Accountants / Finance Directors who may be involved in this sort of transaction

What will you learn?

• Structure of the deal – what are the key differences between share sales and asset sales?
• Data rooms – how should they be structured and what issues should be reviewed as a matter of priority?
• Heads of terms – are they necessary? Are they legally binding? What should they contain?
• Due diligence – what options does the buyer have when responding to issues discovered during due diligence?
• Contractual protection for the buyer – how do warranties and indemnities work? When should a condition precedent be used? What should be included in restrictive covenants?
• Contractual protection for the seller – what should be included in the vendor protection schedule? What are the key issues relating to disclosure?
• Consideration – what are the different possibilities and how do they work?
• Exchange and completion – separate or simultaneous? what is the impact on disclosure?
• Emphasis throughout is placed on a commercially sound and compliant approach to these topics and the course will involve a series of practical exercises analysing each of the areas covered. Group feedback will be given.

How does this help your career?

• Describe the process and the documents involved at each stage
• Identify the principal structures and the differences between them
• Carry out a review of a data room
• Review and revise a heads of terms document
• Conduct a due diligence exercise and identify key issues
• Recognise the different perspectives of the buyer and the seller in relation to a share purchase agreement
• Identify the key negotiating points in relation to warranties and indemnities
• Manage practicalities in relation to exchange and completion
• Assess the different factors involved in financing the acquisition
• Advise on structuring deferred consideration

PSC Elective

This course may be taken as a PSC elective, although it may also be attended by non-trainees.

Related Courses

UK Taxation of Groups

SRA Competencies

B, C