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| Programme 8.45am - Registration and tea/coffeeAn 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. |
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