Course description
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
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Upcoming start dates
Suitability - Who should attend?
Training Course Content
By the end of this course you will be able to:
- Describe the process and the documents involved at each stage
- Identify the principal structures and the differences between them
- 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