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  • 1 July 2015

    UK Listing, Disclosure and Transparency Rules Seminar

    London Stock Exchange

    London

    A practical half day seminar focusing on the latest regulatory changes, trends, developments and best practice delivered by senior representatives from leading advisory and consultancy firms and primary listed companies.

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  • 2 July 2015 - 3 July 2015

    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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  • 3 July 2015

    Derivatives and ISDA Documentation: Introduction to Legal Aspects

    Redcliffe Training Associates Ltd

    London

    Course overview

    Derivatives have become a vital tool in risk management, asset management and structured financings. The global market is huge, and not only banks and financial institutions but also commercial companies are regular participants.

    Derivatives are legally and economically complex instruments. The recent financial crises and insolvencies of major players have caused shock waves, and there has already been much litigation. To protect all parties, transactions must be properly documented.

    Lawyers and documentation staff need to understand the products, the legal issues, and effective documentation techniques.

    The first part of this course gives an introduction to derivatives – what they are, how they work and why people use them. It also considers some of the things that have gone wrong and caused litigation.

    In the second part there will be a review of the key provisions of the standard OTC market documents produced by ISDA.

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  • 7 July 2015

    Advanced Takeover Code: Current Strategies & Tactics

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This course covers key rules in the Takeover Code regulating takeovers and the bid strategies and tactics that are used in the current marketplace.

    Following the extensive Code Review in 2011, the tactical advantage that possible bidders have had in takeovers has changed and the course examines the numerous effects this has had on bidder and target strategies.

    Participants will learn how takeovers are conducted from the initial stages to the completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked, with examples from many recent deals.

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  • 7 July 2015

    Financial Issues in Acquisition Agreements

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This course is designed to help participants understand and deal effectively with the financial issues arising from sale and purchase agreements. It will help them prepare for discussions and negotiations around working capital and completion accounts. Cash free debt free transactions, earn out agreements and the option to apply locked box provisions.

    The course will also consider some of the key current issues such as the impact of the transition to new UKGAAP from 2014, the new IFRS on revenue recognition and the full impact of fair value accounting on sale and purchase negotiations. The course will help participants to add value to the transaction.

    The course is designed to be highly practical and will include case studies that will reflect the actual sale and purchase process including the most common contentious areas.

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  • 8 July 2015

    Advanced Negotiation Issues in Restructuring

    Redcliffe Training Associates Ltd

    London

    Course Overview :

    The wave of restructurings which have occurred, and continue to occur, in Europe since the crisis have had a dramatic impact on the restructuring landscape and led to the evolution of a raft of new techniques and approaches in what was, hitherto, a largely anachronistic part of the law.

    The global nature of many firms and financing techniques has generated a more eclectic approach to restructuring techniques and the evolution of various trends. First, the rise in popularity of UK Schemes of Arrangement; second, the introduction, by various jurisdictions, of more flexible restructuring techniques e.g. ”Pre-packs”; third, the desire to seek a CoMi shift to access a more flexible pathway and finally, the willingness to use US courts e.g. Chapter 11 (particularly in the larger deals)

    Pre-packs are available not only in the UK but in numerous jurisdiction on the Continent in one shape or another (e.g. France, Spain, Holland). Pre-packs are often more a term of art and the approach and issues are broadly similar since the issues tend to transcend jurisdictions. This programme covers Prepacks from a European perspective but draws on the experiences in the UK market.

    Similarly, the flexibility offered by UK Schemes of Arrangement coupled with its availability to in many jurisdictions outside the UK has seen them used globally but particularly in Germany, Spain, the Netherlands, France, Russia and even Vietnam. Some jurisdictions have responded by introducing more flexible restructuring pathways which provide greater flexibility e.g. Spain, Germany and France.  This programme covers the process but also examines some of the more controversial areas in Schemes which have arisen in practice. Various landmark restructurings are discussed to illustrate some of these issues.

    The UK offers one of the most flexible, cost-effective pathways for restructurings. UK Administrations provide a “wrapper” with a moratorium giving firms breathing space to implement the most effective method of restructuring. These methods may be available to non-UK companies via a CoMi shift and have been used where the local regime is too inflexible. The programme reviews the key issues and cases in Administration and CVAs particularly where they have been used by non-UK firms (e.g. Schefenacker).

    Valuation lies at the heart of any restructuring and the programme looks briefly at the current approaches to valuation and analyses the approaches used.  Conventional wisdom suggests that and theoretically, parties who are “out-of-the-money” play no part in proceedings since restructurings follow the priority of claims ensconced in law (e.g. employee claims) or a contractual framework via the payment waterfall. In practice this is not always the case and, particularly in more complex deals, the key issue is to get a seat at the restructuring table to influence the process.

    This course explores the negotiating levers which various parties can use to obtain a seat at the negotiating table together with the restructuring methods, solutions, techniques and tactics for managing all the players as well as the practical issues which will face parties in leveraged and unleveraged deals and, drawing on the trainer’s experience, offers a practical template on how to respond to the issues they are likely to face.

    The course is aimed at lenders, sponsors, lawyers, accountants and other advisers involved in this sector, management and other professions (investment advisers) operating in the European environment who require a greater insight into the key issues which arise in financial restructurings.

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  • 9 July 2015

    IP Due Diligence

    Management Forum

    London

    DELEGATES AT THIS COURSE WILL

    • Gain practical advice from highly-rated experts on how best to prepare for your due diligence project
    • Learn to identify when a due diligence project is desirable and how to determine what its scope should be
    • Discuss how to evaluate the patent portfolio to ensure as much transparency as possible
    • Improve your understanding of the risks around ownership and learn how to minimise these risks
    • Communicate due diligence results effectively whilst protecting confidential and privileged information
    • Understand your obligations if the deal doesn’t go through

    THE IP DUE DILIGENCE COURSE HAS BEEN DESIGNED FOR THE BENEFIT OF

    • Patent Attorneys
    • Business Development Executives/Managers
    • Licensing Executives
    • Investment Bankers
    • Venture Capitalists

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  • 13 July 2015 - 15 July 2015

    The Patent Summer School: Working With Patents

    Management Forum

    London

    A comprehensive foundation course for everyone working with patents

    AT THIS COURSE YOU WILL LEARN ABOUT:

    • Basic concepts of intellectual property
    • The fundamentals of patent law
    • Patent protection method
    • Global patent systems/protection process
    • Patent searching and information
    • Third party considerations, timing and actions
    • Patent litigation
    • Patents – commercial implications
    • Creation of an IP portfolio of value
    • IP strategy

    Lectures will be illustrated by practical examples, discussion and case studies

    THE COURSE HAS BEEN DESIGNED FOR:

    • Patent Managers
    • Patent Engineers
    • Members of corporate legal departments
    • Members of corporate IP departments
    • Members of university research/innovation departments
    • SME managers
    • Portfolio managers
    • Everyone wanting a comprehensive introduction to patents

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  • 15 July 2015

    Sale and Purchase Agreements – The Commercial Issues- Negotiating the contentious topics in SPAs

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    A simplistic view of an acquisition is that the actual price paid is paramount but experienced practitioners recognise that price is but one aspect of the deal and that there is the potential for significant value leakage in arriving at the actual price and also from claims arising after completion.

    The “price” paid may seem a simple concept but, in practice, requires an understanding of how this is derived. Most private acquisitions are based on a “cash-free, debt-free basis” with adjustments for working capital or net assets. Buyers typically develop an enterprise value which is then adjusted to derive an equity value by adjusting for cash, debt and working capital all of which needs to be captured in the Sale & Purchase Agreement (“SPA”).

    Negotiating and documenting these items is not as straightforward as one might expect; for example, does “cash” include “trapped cash”, what does debt include, what is wrong with using “average” working capital and how can parties minimise subsequent disputes? Additionally, the choice of the completion mechanism (completion accounts or locked box) creates further opportunity for further value transfer. Even after completion the seller may find further value erosion through claims arising under the warranties and indemnities.

    There is no right or wrong answer to many of these questions and the ultimate position will be dictated by the negotiating strength of the respective buyer and seller. Despite that, a sound grasp of the key commercial and legal issues can minimise value loss for parties.

    This programme focuses on transactions involving the purchase of shares but also covers areas of specific relevance to asset purchases. It provides a step by step template to the basics but also covers the critical legal and commercial aspects in the transaction from the perspective of both buyer and seller. Reference is made to recent or relevant leading cases.

    Please note that this course covers material that is also covered on the Advanced Negotiation Issues in M&A course. 

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  • 17 July 2015

    Advanced Negotiation Issues in M&A - The Critical Commercial Aspects Impacting on Deal Value

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This programme is aimed at those with a working knowledge of the M&A process. It focuses on negotiating the key commercial aspects of the transaction which impact value for both buyer and seller and on creating the right framework and strategy for enhancing value to the seller or retaining value for the buyer.

    The simplistic view of M&A is that it is a bilateral process between buyers and sellers. Experienced practitioners understand it is an organic process, which involves multilateral negotiations between buyers/sellers on the one hand, and their respective advisers on the other hand. Additionally, there are critical negotiating issues that arise, in parallel, between the parties, their own advisers and between the advisors themselves (e.g. accountants debating the completion accounts, lawyers debating warranties in the SPA).

    To complicate matters, there are significant differences in approach between different types of sellers and buyers. For example corporates have a different agenda to PE firms whilst owner/managers, who invariably lack experience in M&A, often represent the biggest challenge. Last, the seller’s management can also have a malign influence on the sale process which requires delicate handling.

    The programme is divided into two parts. The first part focuses on the soft negotiating issues which are common to smaller deals but less relevant in larger auctions. The second part focuses on the technical or commercial aspects where the real value can be gained or lost. These include the completion mechanisms (completion accounts and locked box), the offer structure (e.g. cash free-debt free and working capital adjustment), structuring the consideration, handling management and value leakage through the warranties, disclosure and indemnities. 

    Finally, warranty insurance, long seen as an expensive and cosmetic solution, is experiencing rapid acceptance in Europe and, increasingly, has emerged as a powerful negotiating tool.  Last, the programme reviews various solutions to closing the “value gap” between the parties and the pros and cons of the various methods of achieving this.

     Please note that this course covers some aspects that are also covered on the Sale & Purchase Agreements course although the focus in this programme is on commercial aspects as opposed to a more3 legalistic approach in the SPA course.

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