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Sale and Purchase Agreements
Redcliffe Training Associates Ltd
London
Course Overview:
A “good deal” is a function of both the terms under which an exchange of contracts takes place and the price paid or received on completion of a sale and purchase agreement.
A high price is no good to a seller if a large portion of the proceeds of sale needs subsequently to be handed back to a buyer in order to compensate for breaches of warranty. Similarly, a low price is not particularly advantageous to a buyer if the assets acquired prove to be subject to unexpected defects for which no redress is enforceable against the seller.
The drafting of a Sale & Purchase Agreement seeks to ensure that a buyer receives what was anticipated and that a seller can walk away with confidence that its continuing liabilities are both known and quantifiable.
As a compromise between these two extremes, the drafting of warranties and indemnities identifies the risks in a deal and decides upon whom they should fall.
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Distressed Disposals – The Key Negotiating Aspects
Redcliffe Training Associates Ltd
London
Course Overview:
Companies facing financial difficulties face three options: flog, fix or fail (close). Often a restructuring will involve a mixture of both debt restructuring accompanied by a sale of part or, occasionally, all of the business. M&A is a challenging process in normal conditions; however, selling a business in a distressed scenario is fraught with difficulty and presents a raft of challenges over and above a sale in the ordinary course. In an ideal world the sellers will seek to execute a sale outside and before any formal insolvency process (Administration) however, in some cases this may not be possible. The programme focuses on the challenges of selling a business both before the imposition of a formal insolvency process and also after Administration via a pre-packages sale. Interestingly pre-packs have been used in jurisdictions other than the UK; namely Holland, Luxembourg and Germany.
This programme aims to identify the typical issues which parties are likely to encounter in the process and provides a route map on how these might be resolved. The programme adopts a generic approach which is relevant to stakeholders who may have an interest in these types of transactions including; lawyers, financial advisers, senior and junior lenders, accountants and owners.
The problems typically include the nature of the sale process, the structure of the deal and the manner in which the consideration is to be paid (deferred methods are unattractive at best). For the buyer problems arise through the absence of warranties coupled with the limited due diligence which is conducted owing to timing pressures. In addition, the sale is also open to a number of additional impediments not present in more normal circumstances; attempts by (competing/trade) buyers to wind down the clock, difficulties with valuing the target if that is itself distressed, the ever-present risk of Directors’ fiduciary duties which become more relevant in distress.
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Culture, Courtroom and Crime, a 5 night programme in New York.
Web Legal Education
New York
Culture, Courtroom and Crime Programme in New York City. A programme designed to be both educational and a vacation.
Includes: A NY criminal trial seminar, NY criminal law seminar, United States Court of Appeal case viewing and felony trial viewing. There will be various cases before The United States Court of Appeal, including banking, crime, constitutional law and more. Confirmation of this will be made 1 week before the programme start date.
Including 5 nights accommodation at the Skyline Hotel in New York, trip to the Guggenheim, wine tasting at Chelsea Wine Vault.
CPD hours: please contact us for more information.
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Conditional Fee or Contingency Fee - Which is Right for You?
MBL Seminars Limited
Bristol
Course Level: Update Introduction This course is a must for all practitioners involved in civil litigation. CFAs are now widely used in defamation actions and commercial claims not just personal injury and are now a serious o...
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The Prospectus Rules: 2013 Update
Redcliffe Training Associates Ltd
London
Course Overview:
On 1 July 2012, the most significant changes to the Prospectus Rules since their introduction in 2005 were implemented. These changes are intended to provide greater clarity in prospectuses and reduce the administrative burden for issuers and their advisers, exempting certain share issues from prospectuses and shortening prospectuses for others.
This half day course covers these changes, which affect prospectuses for both Official List and AIM companies, and also covers the guidance in the restructured UKLA Technical Notes on issues which have arisen on the Prospectus Rules in the last few years.
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Anti-Corruption London 2013
C5
London
Every June, over 250 in-house counsel, ethics and compliance executives, forensic accountants, internal auditors, anti-corruption & white collar crime lawyers from around the globe choose to attend the most advanced and comprehensive anti-corruption event in Europe.
Uncompromising, relevant and hard-hitting, dispensing the latest insights, best practice and ‘need to know’ information,
the 2013 agenda delivers unrivalled opportunities for practical learning, knowledge sharing and benchmarking.Now in its 7th successful year, C5’s Forum on Anti-Corruption London once again delivers advanced and practical insights on the latest anti-bribery and corruption enforcement initiatives, global anti-corruption compliance strategies and incomparable benchmarking opportunities for the anti-corruption compliance community.
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Trading on the London Stock Exchange
London Stock Exchange
London
Trading on the London Stock Exchange is a two day course designed to provide delegates with an in-depth understanding of trading on the various platforms as well as members' responsibilities when operating on our markets.
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Commercial Landlord & Tenant Update
MBL Seminars Limited
Birmingham
Course Level: Update Introduction The constant flow of primary legislation, statutory instruments, EU Directives affecting landlord and tenant clients, directly or indirectly, as well as the plethora of case law makes this on...
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How to use blogging, Facebook, LinkedIn and Twitter in the legal sector - 7 CPD hrs
Smith & Smith PR
London
Level: Beginner - Intermediate
Whether you are a solicitor, marketer or in-house legal – this course has been developed specially for the legal sector and will provide you with the essentials to get started and get ahead.
This course will teach participants to:
- How to develop a social media strategy that works in the legal sector
- Killer techniques to increase fee earning
- A step by step guide on how to best use all the main social media platforms
- A detailed look at how the best businesses out there are using social media effectively
- Understand how using social media can go wrong and how to react to problems should they arise
- Demonstrate best practice around honesty, transparency and legislation relating to social media
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Negotiating Loan Documents in Private Equity & Corporate Leveraged Deals
Redcliffe Training Associates Ltd
London
Course Overview:
The last decade has witnessed significant changes in the way the high yield
loans have been documented for both Sponsored/PE and Corporate deals.These developments have been felt not only in Syndicated deals but also in
Club transactions and even the more staid bi-lateral deals.Many of these changes, most of which are borrower-friendly, have been driven
by converging factors: First, the increasing influence of a raft of new lenders
(e.g. CDOs, Hedge funds, Institutional Investors) all of whom have supplemented
the vacuum left by traditional bank lenders and second, a more recent trend
which has seen the migration of terms from bonds to the loan market, cov-lite
loans and debt buybacks being typical examples.Although the credit crisis and regulatory pressures has inclined banks to
adopt a more cautious approach this has been countered by a number of headwinds
particularly increased competition from different quarters.On the one hand, the high yield bond market is playing an increasingly
important role in providing an alternative debt product (especially in
re-financings for mid to larger deals) whilst the loan market has seen increased
competition from the arrival of a new group of Institutional Investors who have
been joined by Debt funds, Hedge funds and CDOs which seem to be in the early
stages of a renaissance.In an effort to institute best practice across the European market, The Loan
Market Association has developed a library of senior-lender-friendly precedents
however which, whilst widely used, tend to be more appoint of departure for
negotiations and do not cater for all aspects for example, equity cures.This course provides participants with practical insight into the important
commercial and technical issues which affect loan documents in high yield
transactions including an introduction to inter-creditor issues.Case Study: the course will be accompanied by a detailed case
study which is based on a term sheet.
