BExWebinar
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#MASTERCLASS

Documentation and Tax Structuring of PE VC and M&A Deals

15th Jan ,2022 | 03:00 PM IST

Registration

Rs. 7,000  Rs. 4,000 (Early Bird Offer)

Points of Discussion

  • Initiation When you work on something that only has the capacity to make you 5 dollars, it does not matter how much harder you work – the most you will make is 5 dollars. Number one rule. Explore the problem that has a larger market size and can be solved in a meaningful way.
  • Execution Games are won by players who focus on the playing field – not by those whose eyes are glued to the scoreboard. Rule number two : Focus on execution, don't chase valuations or fund raise.
  • Closing Rule number 3 - Time it well. Dont sell short or long. Create enough value for all the stakeholders and don't hesitate to exit when it's time.

Who Should Attend ?

  • Corporate / Commercial Lawyers
  • VPs and Managers from Legal Department
  • Managing Directors and Senior Management
  • CFOs and Senior Finance Executive
  • Executives of M&A Team
  • Directors of Strategic Planning
  • Contract Managers / Specialists

WHY YOU SHOULD ATTEND?

  • Get the inside track and experienced know-how
  • Learn critical principals of negotiating and drafting
  • Avoid damaging and costly mistakes when drafting your agreements
  • Develop creative, effective and bulletproof documents
  • Understand how to translate the “deal” to paper while avoiding becoming a convict of forms
  • Anticipate and prevent future conflicts through good drafting
  • Receive valuable and useful take-away: precedents, checklists, model agreements
  • Tax Structuring Policy and Procedure
Rahul

Giridhar Malpani

Angel Investor

"Tongue-tied and twisted, just an earth bound misfit, I"

Pink Floyd couldn't have better described a budding entrepreneur, like Giridhar. He believes entrepreneurs aren't really misfits, they are just those who think out-of-the-box, break the protocol and do the different. As a kid, he always fancied being the misfit who made a difference, and if fortune were to favour the brave, he did excel in most opportunities that came his way in doing so.

Having interacted with several entrepreneurs, he got well acquainted with the startup ecosystem, understood several business models, key challenges & so on and so forth. And Entrepreneurs are ridiculously amazing people.. so he got very interested in being on the other side of the table and took the opportunity when it arose by raising funds for several startups and advising them, and now looking forward to an emerging career for experimenting the credentials and traits of expedite entrepreneur into a corporate office.

He is now a Private Investor and Advisor at various startups including InstaOffice and Leher.

Agenda

15th Jan 2022
Deal Life Cycle and Types of PE Transactions
  • Private Equity, Strategic Acquisitions, Joint Venture, Business Transfer, Asset Transfer, Merger
  • Deal Generation and Term Sheet
  • Due Diligence
  • Transaction Documents
  • Signing, Closing and Post-Closing
  • Exits
Documentation, Legal Issues and Time line For PE/VC and M&A Aspects
  • Common definitive agreements – Share Subscription Agreement, Share Purchase Agreement, Shareholders Agreement, Joint Venture Agreement, Business Transfer Agreement, Asset Purchase Agreement
  • Governance – Board Composition, Meetings, Affirmative Matters
  • Shareholding protection - Anti-Dilution, Pre-Emptive Rights, Liquidation Preference
  • Transfer restrictions – Lock-In, ROFO, ROFR, Put Option, Call Option, Drag, Buy-Back
  • Customary Representations, Warranties and Indemnity
  • Exit – IPO, Trade Sale, Put Option – Assured Return, Buy Back, Merger, Conversion Adjustment, Swap
  • Others – Exclusivity, Non-compete, Non-solicitation
Tax Structuring and Post Integration
  • Acquisition tax planning: defining de boundaries, strategies and tools
  • Usage of Tax Havens – Beneficial Anymore
  • Different Tax Implications – DDT, STT and Royalty etc.
  • Structuring Prior to Investment
  • Structuring During Term of Investment
  • Structuring Exit
Aspects of Deal Making and Deal Structuring
  • Deal Structuring framework
  • Source of Funds – Domestic, Foreign, Combination
  • Type of Target – Private, Public, Listed
  • Type of Instrument – Equity, Debt, Hybrid
  • Company v. LLP
  • Approvals – DIPP / Relevant Ministries, CCI, RBI
  • Deal Structuring framework
  • Debt Financing
  • Promoter incentive
  • Investor downside protection
  • Pricing Mechanism