Seminar on Negotiation, Structuring and Documentation of PE/VC and M&A Deals

Successful deal making strategies would not be complete without supreme command of the negotiation process and sound understanding of the structural elements of the deal. The combination of Negotiation, Structuring & Documentation impact the outcome of the deal.

VCCircle upcoming workshop on Structuring & Negotiation of PE and M&A Deals will upgrade & enhance your negotiation and deal structuring skills, which you can immediately put into practice. The course provides an in-depth understanding of technicalities involved in clear & thoughtful terms negotiation, proper deal structuring know-how to maximise the return and unambiguous deal documentation to avoid pitfall.

      Training Module

Session 1: Softer aspects of Deal Making

¢ Key principles of negotiation
¢ Common mistakes
¢ Planning & preparation
¢ Interest-based bargaining
¢ Risk Sharing
¢ Are PEs tough negotiators? How does one get the best from negotiating with a PE?
¢ How can PEs maximise the opportunity and get a good deal for themselves
¢ Pre-and Post closing Cooperation
¢ Role Play

Session 2: Structuring of Deals

¢ Deal structuring framework
¢ Financial structure
¢ Due Diligence
¢ Valuation
¢ Risk assessment
¢ Debt financing
¢ Interim liquidity
¢ Eventual exit
¢ Case studies

Session 3: Tax Structuring

¢ Tax structuring prior to actual investment
¢ Tax structuring during the term of investment
¢ Structuring the exit

Session 4: Legal aspect of Deal Making

¢ Planning and conducting agreement negotiation
¢ Term sheet Negotiation
¢ Understanding the needs of negotiating parties
¢ Determining the rights and obligation of parties
¢ Form of the purchase agreement and related documentation
¢ Q&A

Session 5: Legal Issues & Documentation

¢ Common legal issues
¢ Enforceability & pitfalls
¢ Subscription agreements:
– i  Conditions precedents
– ii Representations and warranties
– iii Due diligence and discovered liabilities
– iv Indemnity
– v  Limitation of Liability
– vi Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc
¢ Shareholder Agreements:
– i   Board rights
– ii  Veto rights
– iii Restrictions on transfer of securities ROFO/ROFR/Tag/ Lock ins
– iv  Exit rights IPO, third party sale, put option, buyback, drag rights
¢ Things to do to achieve good contract
¢ Review of essential documents
¢ Q&A


Nishchal Joshipura, JSA

Nishchal Joshipura, Head- M&A Practice

Nishith Desai & Associates

                                                                                                     Raja Lahiri-GT

Raja Lahiri, Partner ,Transaction Advisory Services

Grand Thornton India, LLP 

Anil Talreja, Deloitte

Anil Tareja, Partner

Deloitte Haskins & Sells

Rakesh Sony,Motilal Oswal Private Equity Advisors Pvt Ltd

Rakesh Sony, Director

Motilal Oswal Private Equity Advisors Private Limited

Simone Reis, JSA

Simone Reis, Co-Head- M&A Practice

Nishith Desai & Associates

      Why You Should Attend

– Get the inside track and experienced know-how
– Learn key principals of effective negotiation – softer as well as legal aspects
– Learn structural elements of deal & know-how to maximise the return
– Avoid damaging and costly mistakes when drafting your Investment agreements
– Develop creative, effective and bulletproof documents
– Understand how to translate the deal to paper while avoiding becoming a convict of forms
– Receive valuable and useful take-away: precedents, checklists, model agreements

      Who Is It For

  • Managing Directors
  • Chief Executive Officers
  • CFOs and Finance Executives
  • Finance Managers
  • VPs & Managers from Legal Departments
  • Company Secretary
  • Commercial and Investment Bankers
  • Law Firms & Business Consultants
  • VPs & Managers from Legal Department
  • Bankers & Foreign Exchange Dealers
  • Chartered Accountant
  • Corporate/General/In-house Counsel
  • Cost Accountants
  • Private Equity & Venture Capitalist

      Registration Details

Investment Per Attendee
INR 15,000 + 12.36% (Service Tax)

Early Bird Discount:
10% off for Corporate Law Reporter Subscribers

For Group Discounts, Contact Us at or call us at  0120 – 4171111.
For any alliances or association opportunities contact Fazal / Raj at or call at  0120 – 4171111. 

To Register your Interest, please fill in the required information as below:

[gravityform id=”18″ name=”VC Circle Negotiation, Structuring & M&A Deals Training”]

Register with “Corporate Law” to avail the above mentioned discounts.


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About eMinds Legal

eMinds Legal

eMinds Legal is a Corporate Law Firm based in Gurgaon, India specializing in Corporate Legal, Corporate Secretarial and Compliance. The Firm comprises of a team of Corporate Lawyers and Company Secretaries with in-depth subject matter knowledge and participative industry experience of over 15 years.

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