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Part 1: 6 May 2021, Thursday |
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Overview
ALB presents an interactive and intense 2-part webinar on Legal Essentials to Corporate Finance - Mastering Private Equity Deals Making and Structuring to help you understand and manage unique risks and protections involved in any Private Equity transactions.
This webinar is intensive, and aimed at participants who wish to understand the various legal aspects of private equity and its different facets, addressing the different forms of private equity, the deal process, key documents including the Limited Partnership Agreement and documents required for a Buy Out, along with examining equity provisions particular to Private Equity in the various agreements, Investment Agreement, Articles of Association and service agreements.
Strengthen your Private Equity skills for all key stages of a transaction with the trainers’ experience of transactions as a former partner of KPMG and Director of a listed Private Equity Fund. Sample documents will be shared with the participants to for self-study and reference for continuous learning after the course.
What You Will Achieve
- Learn and understand the key steps in the legal process involving different types of Private Equity plays
- Learn about what makes the legal aspects of Private Equity significantly different from M&A or Joint Venture deals
- Master the legal structures of how the various facets of a Private Equity deal integrate together coalescing the different specialisations to better advise their external or internal clients
- Be guided through the key significant clauses of legal agreements by reference to sample clauses and documents including Limited Partnership Agreements and the unique type of due diligence for Private Equity
- Explore the legal aspects of different parties in Private Equity deals, start-up’s, existing businesses, MBO’s, BIMBO’s, LBO’s and Funds
Who Should Attend
Partner /Lawyers in Practice • Entrepreneurs • Venture capitalists • Investment bankers • CLO (Chief Legal Officer) • Head of Legal • VP Legal • Head of Compliance • Legal Director • GM (Legal) • General Counsel • Senior Counsel • Regional Counsel • Legal Counsel • Legal Manager • Analysts • Anyone who is involved in Private Equity transactions
Agenda
Day 1 - 6 May 2021, 3pm to 6pm (GMT +8)
3.00 pm
Private Equity – What it is and different forms of it ?
- Overview
- When is private equity used
- The parties
- How is a fund structured
- Identification of targets
- How do PE firms get money?
- How do PE firms create value
- How PE firms control the target company through legal documents
- How do PE firms exit?
- Internal rate of return
- Provider’s ancillary issues
- Debt funders requirements
- Management requirements
3.45 pm
Principal Documents, Business Plan and Structures
- Background
- Contractual structure
- Funds – Limited liability partnership agreement
- MBO – principal documents
- Acquisition - key documents
- Debt vs Equity
- Loan vs Debt
- Business plan
4.20 pm Break
4.35 pm
Limited Partnership Agreements and Private Equity Funds including Sample Document
- Limited liability partnerships - Purpose
- Limited Partnership Fund Structure
- Capital and Loan
- Loan Commitment
- Allocations, Sharing and Distributions of Partnership Profits
- Carried Interest
- Appointment and Removal of General partner
- Powers, Rights and Duties of the General Partner
- Powers of Limited Partner
- Withdrawal of Partners
- Fees and Expenses:
- Management Fee
- Establishment Costs
- Transaction Costs
- Fee Income of the General Partner
- Transfer of Interests – Limited Partners and General Partner
- Termination of Partnership
- Indemnification of General Partner
6.00 pm End of Day 1
Day 2 – 7 May 2021, 3pm to 6pm (GMT +8)
3:00 pm
Due Diligence in Private Equity Transactions
- Aims of the Investor
- Purpose - ‘caveat emptor’
- Relevance to warranty claims
- Management interest
- Limitations on Financial Recovery
- Interested Third Parties
- Social responsibility
- Conducting the Exercise
4:00 pm Break
4:15 pm
Share Transfer Provisions in Equity Documents Part 1
- Equity Documents
- Investment Agreement
- Articles of Association
- Service Agreements
- Lock – up and other restrictions
- Permitted transfers
- Pre – emption procedure
- Drag – along
- Tag – along provisions
5.00 pm
Share Transfer Provisions in Equity Documents Part 2
- Compulsory transfer provisions
- Strip equity
- Sweet equity
- Leaver classification
- Time – based vesting
- Unfair dismissal
- Growth capital investment
5.50 pm Q & A
6:00 p.m. End of Day 2
Testimonials
From the previous course delivered by Arun Singh OBE
- “Arun conducted the course well-blending theory and practical needs”
- “He has excellent communication skills and extensive international experience to share as well as real-world situations”
- “Always pleased to take questions and gives relevant examples with his answers and useful workable advice on drafting”
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Part 1: 6 May 2021, Thursday |
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Trainer
Arun Singh OBE
Arun Singh (Prof) OBE, FRSA is an international lawyer and consultant to an international law firm. He was formerly a partner and head of commercial law at KPMG Legal and partner at Masons (now Pinsent Masons).
Arun has advised on disputes and collaborations in a wide range of jurisdictions including Europe, countries in West and East Africa, India, Bangladesh, China, Hong Kong, Saudi Arabia, UAE, Qatar, Pakistan, Libya, Jordan, Syria, the US, Caribbean, Russia, Israel, Lebanon, Egypt, Thailand and Singapore. Arun is cited and ranked in the Chambers Guide to the world’s leading lawyers. He concentrates on international investment, joint ventures, licensing of technology, research and development, M&A, energy, outsourcing and corporate governance in developed and emerging markets; he also handles international legal risk management matters. Arun advises a range of international organisations and is a visiting professor in International Business, Leadership and Negotiations at Salford University Business School, senior associate at Oxford University’s Institute of Legal Practice and teaches international leadership and negotiations at the University of Cambridge. He has facilitated programmes in Europe, Asia, the Middle East and the US.
He is a recognised corporate educator and a non-executive director of two international investment companies – one of which is listed on the London Stock Exchange, chairing the Audit Committee and Investment Committee. He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management. Arun is an editor and contributor to a number of publications including Business and Contract Law (a Thorogood Special Report) and How to Lead Smart People – Leadership for Professionals (Profile Books), a facilitator for company programmes and an experienced speaker at international corporate conferences.
Testimonials
From the previous course delivered by Arun Singh OBE
- “Arun conducted the course well-blending theory and practical needs”
- “He has excellent communication skills and extensive international experience to share as well as real-world situations”
- “Always pleased to take questions and gives relevant examples with his answers and useful workable advice on drafting”
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Part 1: 6 May 2021, Thursday |
|
Delegate Pricing (Including GST)
| Before GST | After GST | |
| Early Bird Rate (Ends 16 April) | USD 700 | USD 749 |
| Standard Rate | USD 800 | USD 856 |
Click on the "Register Now" button above or contact the following to book your place at this webinar.
Romulus Tham
(65) 6973 8248 / romulus.tham@tr.com
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