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This upcoming live webinar is popular with our clients.

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Dear Ignacio,

This course is very popular with our clients because of its up to date technical
content and the experience of the trainer.


SALE & PURCHASE AGREEMENTS - THE COMMERCIAL ISSUES

Negotiating the contentious topics in SPAs




This 1-day course will be presented in two half-day live and fully interactive
webinars on the dates and times below;





12-13 September 2022
09:30-13:00 UK Time
Places Available

01-02 March 2023
09:30-13:00 UK Time
Places Available




This course is very popular and places fill quickly. We therefore advise early
booking to avoid disappointment.


Course Content



Click here for the course objectives, summary and trainer bio



Click here to see a video of the trainer discussing the content of the course



Part One



Part Two

Part One –09:30-13:00 UK Time

SPA structure & interpretation issues

 * The skeleton structure of the SPA: overview
 * The general approach to the interpretation of contracts
   * UK vs Europe
 * Case Review: Approach in England: Arnold v Britton
 * Case Review: Approach in Civil jurisdictions: the 'Haviltex' principles in
   the Lundiform judgement (Holland)
 * The spectrum of “endeavours/efforts” – Best vs Reasonable other variants
 * Dispute Resolution
 * Jurisdiction & Choice of law
 * Title to the (sale) the shares
   * Full vs Limited title guarantee – ramifications

Calculating the price: The equity bridge (cash-free /debt-free)

 * The cash-free - debt-free approach (the equity bridge)
 * What does ‘cash-free/ debt-free’ mean in practice?
   * Defining Cash (what is included in ‘cash’)?
   * Defining Debt – what is included?
   * Potential problem issues with capital expenditure (Capex)
 * Calculating the working capital Target or PEG
   * Setting the working capital Target or PEG
   * What is the ‘right’ Target? – normalised, average, core
   * Defining working capital
 * Practical tips on how the parties can minimise disputes in the SPA re
   definitions of Cash, Debt and Working Capital
 * Other adjustments to the price – warranties & indemnity claims
 * Comparing Completion Accounts to Locked Box

Completion Accounts approach

 * Key milestones in deriving the "Completion Accounts"
 * What are Completion Accounts
   * No IFRS or GAAP definition of Completion Accounts
   * What should the Completion Accounts comprise
 * What are the key issues when Completion Accounts are used
   * Form of the Completion Accounts
   * The accounting conventions and definitions used to compile the Completion
     Accounts
   * The hierarchy of accounts
   * Why and how it matters
   * Sellers vs buyers approach
   * IFRS/GAAP 'override'
   * The process for compiling the Completion Accounts (who is responsible)
     Paying the purchase price – initial and the ‘true up’
   * Issue in split Exchange and Completion (i.e. signing and financial close)
   * Access for the seller post Completion
   * Dealing with delays in setting the Completion Accounts
   * Protection for the buyer
 * Main areas of dispute
   * Wrong hierarchy of accounts
   * Poor / inadequate definitions
   * Ambiguous accounting policies
   * Poor access for seller
 * Tips on how to minimise/ eliminate potential for disputes
   * Case Review: Mehiel (Delaware)
   * Case Review: Shafi v Rutherford

Locked Box approach

 * Review Locked Box timeline and pros & cons
 * Which 'Accounts" are used - management, audited other?
 * Review “typical” Locked Box clause
 * Dealing with Permitted leakage – how to draft buyer protection
 * Problem when the deal includes a value accrual of Cash/ EBITDA ‘ticker’
 * Other areas of potential problem areas
 * Main issues with the “Accounts” Warranty
 * Buttressing the ‘Accounts’ warranty to mitigate Locked Box problems

Part Two – 09:30-13:00 UK Time

Deals based on Net Asset Value

 * Which sectors use NAV
 * Potential problem areas
 * Inventory - what is 'cost' and WIP?
 * The definition of NAV
 * Potential problem areas with Receivables
 * Long-term contracts
 * Valuation and impairment of Long-term assets

Representations & misrepresentations

 * Representations vs warranties vs indemnities
   * Representations vs “term” (of contract)
 * Types of misrepresentations & their remedies
   * Fraudulent vs negligent vs innocent misrepresentations
 * Impact of “Entire Agreement” clause – 3 key aspects
   * Scope of entire agreement– can it cover ‘terms implied by custom, Statute,
     business efficacy'
   * Role of Non-reliance statement
   * How effective is “exclusive remedies” carve-out (what about fraud?)
   * what about Rectification?

Warranties

 * Warranties – rationale & purpose
 * Warranties and interaction with the Disclosure process
 * The main areas of warranty protection
   * Why ESG warranties matter
 * Interaction of the Tax Covenant with the Tax Warranties (UK)
 * Calculating damages in Warranty claims
   * Difference in the market value of the shares with and without the breach
   * What is Market Value
   * Case Review: review Cardamon Case
   * UK vs Civil law approach
   * Difference between different types of damages
   * Case Review: ADT Case
 * “Boxed” Warranties – risks for buyers
 * Warranties on an “Indemnity” basis
 * Who provides the warranties – problem areas & how to mitigate them
   * Issues with multiple sellers, limits on liability
   * Sales by “Shell’ companies
   * Private equity issues - managers (not owners)

Disclosure

 * General vs specific disclosure
 * What is “Fair” disclosure
   * Case Review: New Hearts approach
 * The disclosure “standard” impact post
   * Case Review: Infiniteland Case
 * Position in civil law
 * How can the buyer react to “aggressive” disclosure
 * Impact of a failure to disclose – civil and criminal aspects

Indemnities

 * Purpose of & rationale for Indemnities
 * Indemnification as the exclusive remedy (carve-outs)
 * Main areas of Indemnity coverage
   * Environmental
   * Product liability
   * Litigation (esp. IPR)
 * Potential problem areas with indemnities
   * Case Review: Padre Island Case
   * Case Review: “Eurus’ Case

Limitations on liability under the SPA

 * Financial caps on Sellers’ liability - is there a ‘market’ standard?
   * Overall cap on liability – does it cover all claims
     * Are there differential caps for differing types of claims
   * Dealing with deferred consideration
   * Proportional limits for each seller (contribution agreements)
   * De minimis caps for individual claims
     * What happens if these exceed a high level?
   * Tipping Basket vs Deductible basket – what’s market?
 * Time limits (what do they apply to)
   * Notifying claims
   * Bringing claims (what does ‘served’ mean?)
   * Differing time periods for differing types of claims (e.g. tax,
     environment, capacity/title)
 * Buyer’s knowledge
   * Matters ‘disclosed’ in the ‘disclosure bundle’ / data room
   * Buyer’s knowledge from other sources
   * Case Review: “Eurocopy vs Infiniteland Cases
 * Sellers’ Knowledge (‘Awareness’ carve-outs)
   * Rationale for carve-out
   * What constitutes the seller’s “knowledge” – actual vs constructive vs
     imputed
   * What is the seller’s optimum position
   * How should buyers respond
   * Sellers ‘deemed’ knowledge
   * Seller obliged to make due and careful enquiry
   * Case Review: William Sindall case
   * Case Review: Triumph Controls case
 * Other limits
   * Provisions in the ‘Accounts’ - Case Review: Brim Holdings Case (Delaware)
   * Recovery from other sources (insurance/ Third parties)
     Contingent liabilities
   * Changes in Law
   * Changes in Accounting policies post completion
   * Acts by the buyer (post completion) or Acts on buyer’s instructions
   * Disregard post-Completion actions (by the buyer)
 * Case Review: Teoco case
 * Case Review: Zaygo case
 * Retentions and Escrow accounts
   * Who gets the interest?
   * What happens to the Retention/Escrow if a claim is pending at termination
     of the Retention/Escrow period
 * Warranty insurance – a viable solution?
   * Scope of issues covered
   * Pricing metrics
   * Buyer vs seller policies – key differences

Earn-outs – A Tool for Value Arbitrage

 * Anatomy of an earn-out
   * Time element
   * The financial benchmark
   * Other milestones
 * Key negotiation issues
   * Calculating the financial benchmark (e.g. EBITDA)
 * Dealing with early termination of the earn-out
 * Handling vendors who leave ”early”

Main Issues to consider split Exchange & Completion

 * Right to Termination clause
   * Conditions to Completion
   * Matters between Exchange & Completion
   * Role of “material”
   * Impact on Warranties – repeat all, some or none at Completion?
 * MAC/MAE clauses
   * What is a MAC
   * Review WPP - Tempus
   * Is there a ‘market’ approach
   * Issues for the seller
   * Issues for the buyer

The Sale & Purchase Agreements - The Commercial Issues - Part One
course is scheduled to run as a live webinar on the below dates and times:

12 September 2022 - 09:30-13:00 UK Time
01 March 2023 - 09:30-13:00 UK Time

Price: £895.00 plus VAT if applicable

Register for Part One

The Sale & Purchase Agreements - The Commercial Issues - Part Two
course is scheduled to run as a live webinar on the below dates and times:

13 September 2022 - 09:30-13:00 UK Time
02 March 2023 - 09:30-13:00 UK Time

Price: £895.00 plus VAT if applicable

Register for Part Two




Sale & Purchase Agreements - The Commercial Issues standard price = £895.00 per
part per person

Book multiple places on both parts in one order for the below discounts:
2 places at 40% less = £1,790.00 £1,074.00 per person
3 places at 50% less = £1,790.00 £895.00 per person
4 places at 60% less = £1,790.00 £716.00 per person
5 places at 65% less = £1,790.00 £626.50 per person
6+ places at 70% less = £1,790.00 £537.00 per person
9+ places at 75% less = £1,790.00 £447.50 per person

Prices are subject to change. We strongly advise booking early to secure the
places at the prices above.

This course can also be run as a tailored live webinar exclusively for you and
your team.

How can I book this course?

Public Webinar

 * Join our publicly scheduled webinar on the date(s) listed above
 * Fantastic group booking discounts
 * Live access to the trainer
 * Full and comprehensive training materials provided


In-house Course
 * Exclusive training for your company
 * Presented on a date and time of your choice
 * Face-to-face or via live webinar
 * Topics can be expanded or deleted to suit your bespoke requirements


Pre-recorded Webinar
 * Record your live in-house webinar session
 * The course can also be pre-recorded and fully edited exclusively for your
   company
 * Supporting course materials (tests and quizzes also available if required).
 * The files will be converted to enable housing on your LMS and available for
   participant numbers of between 50 and 5000.

Our live webinars are hosted on Zoom - a platform designed to facilitate an
interactive and engaging learning experience which rivals that of a classroom.
Participants will have live access to the trainers and the opportunity for live
Q&A. Our trainers can also make use of a range of learning tools built into
Zoom, including virtual whiteboards, live annotations and breakout rooms.


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Advanced Financial Issues in Acquisition Agreements









Advanced Business Valuations









Advanced Foreign Exchange Derivatives





Kind regards,


Client Relationship Manager
+44 (0) 20 3772 5487
Visit Website




Redcliffe Training, 1 Abbey View, London, NW7 4PB

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