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Programme

8.45am - Registration and tea/coffee


An introduction to mergers and acquisitions
Formulating the strategy
Defining acquisition criteria and searching for the target
Planning the acquisition process and timetable
Valuing and evaluating the target and disposal mandates
What can go wrong
The key roles – who does what and when

Due diligence and preparatory stages
Objectives and overview of the due diligence process; financial, commercial and legal
Overview of the information sources; information memorandum, buyer's enquiries, data room, accountants report, legal due diligence report
The need for Board approval and perhaps shareholder approval
The role of the regulatory authorities Landlord’s consent and lenders
Key contracts – novation or assignment

Discussion: deal structuring issues and experience

Sale and purchase agreement
The provisions of a share purchase agreement/business purchase agreement
Negotiating warranties and indemnities
The disclosure letter
Ancillary documents

Completion and Post Completion issues
Announcements
Issues for the company secretary immediately
upon completion
Stamp Duty and SDLT
Completion Accounts
Admin matters (insurance, payroll, PAYE, VAT, pensions)
Restrictive covenants and enforceability
Warranty and indemnity claims

4.45pm - Close


Speakers
Andrew Pike
is a partner in Corporate Strategy & Finance, Hammonds LLP. He specialises in corporate finance including mergers and acquisitions, public company fundraising and public company compliance advice. He is also the Money Laundering Compliance Officer.

Caroline Noblet
is a partner in Human Capital, Hammonds LLP. She advises clients on all aspects of employment law, both in particular she advises on senior executive recruitment and severance, including confidentiality and restrictive covenant issues, and employment issues arising out of multi-jurisdictional acquisitions and disposals.

Rebecca Lewis-Davies
is a solicitor in Corporate Strategy & Finance, Hammonds LLP. She has extensive experience of both private and public company mergers and acquisitions, as well as business and asset sales. In particular, Rebecca has worked on a number of multi-jurisdictional transactions and has been a regular speaker at seminars and training events on issues arising from the implementation of the Companies Act 2006.







We currently have no dates available for this course. Please contact ICSA Training for more details


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