about

Overview

Inflow of Investment is usually a joyous time for any business. A lot of effort goes in finding the right investor for a business or vice versa. When you do, it is important to have an investment contract that represents the interests of everyone involved.

Benefits of Attending

Why Should Attend?

  • Get the inside track and experienced know-how
  • Learn key principals of effective negotiation - softer as well as legal aspects
  • Learn structural elements of deal & know-how to maximise the return

Who Should Attend?

  • Executives involved in PE/VC and M&A Deals
  • Investment/Fund Managers
  • Private Equity & Venture Capitalist
  • Investment Bankers
  • Law Firms & Consultants

Agenda

Session 1: Negotiation of PE, VC and M&A deals
  • Key negotiation tools – using each advisor set effectively
  • Appreciating the different outlook of each negotiating stakeholder – founders/ promoters, existing investors, key employees, strategic investors 
  • Term Sheet items v. Definitive Document items
  • Key negotiation points – Investment Agreements v. Shareholders Agreements.
  • Risk sharing – determining the rights and obligations of various stakeholders
  • Navigating the PE universe
  • Common mistakes
Session 2 Deal Structuring
  • Deal structuring framework
  • Financial structure
  • Valuation
  • Risk assessment
  • Debt financing
  • Interim liquidity
  • Eventual exit
  • Case studies
Session 3: Tax Structuring
  • Structuring prior to actual investment
  • Structuring during the term of investment 
  • Structuring the exit
  • Recent issues and budget impact
  • Mitigating tax risks
  • Overview of indirect tax regime 
Session 4: Legal Issues & Documentation
  • Common legal issues (PE, VC and M&A)
  • Enforceability & pitfalls
  • Subscription agreements:
    - i. Conditions precedents
    - ii. Representations and warranties
    - iii. Due diligence and discovered liabilities
    - iv. Indemnity
    - v. Limitation of Liability
    - vi. Terms of issue of securities such as dividend, liquidation preference, terms of conversion etc
  • Shareholder Agreements:
    - i. Board rights
    - ii. Veto rights
    - iii. Restrictions on transfer of securities – ROFO/ROFR/Tag/ Lock ins
    - iv. Exit rights – IPO, third party sale, put option, buyback, drag rights
  • Things to do to achieve good contract
  • Review of essential documents
  • Q&A

EXPERTS

Mithun V. Thanks

Equity Partner,
Shardul Amarchand Mangaldas

Mr. Mithun V Thanks, an Equity Partner with the firm, specialises in Mergers & Acquisitions, with a key focus on Private Equity, along with a strong background in General Corporate.

Over the years, Mithun has worked on several marquee transactions and has substantial experience in advising high profile clients on foreign investment laws and their joint ventures, strategic acquisitions, India entry and exit strategies, integration work streams, pre-litigation strategic advisory, general corporate advisory etc. Mithun has worked across various sectors including FMCG, Food and Beverage, Education, Logistics, Manufacturing (Industrial and Consumer Products), Real Estate and Retail and Franchising.

He has been ranked as a “Client Recommended Individual Lawyer” in the RSG India Report for 2015. He has also been recognized as a “Notable Practitioner” for M&A and Private Equity by IFLR 1000 Financial and Corporate, consecutively for 2018 and 2019. Mithun is very well regarded by his clients, many of whom have worked with him over several years now. He is recognised as “consistently providing clear, commercially practical advice, in a very prompt and responsive matter- no matter the time of day” and as someone who “makes a special effort to get to know his clients and understand their business in-depth, which helps him provide strategic inputs as well.”

Gaurav Dugar

Senior Associate,
Shardul Amarchand Mangaldas

Karan is a leader in the M&A and Private Equity practices at Nishith Desai Associates. He also heads the firm’s banking and financial services industry. Karan focuses largely on domestic and cross border M&As, JVs, private equity transactions and structured finance along with providing regulatory and general corporate advice across sectors.

Prior to joining Nishith Desai Associates, Karan has experience working with one of the largest private banks in India. Karan completed his LL.B. from Symbiosis Law School, Pune and has also pursued a masters from Northwestern University – Pritzer School of Law and Kellogg School of Management. He is eligible to practice law both in India and New York, USA. Karan has been credited for his work in IFLR 1000, Legal 500 and the Financial Times - RSG Consulting Survey.

Raja Lahiri

Partner - Transaction Advisory Services,
Grant Thornton India LLP

Raja leads the Private Equity Advisory Initiative for the Firm and covers sectors like Technology, Media and Financial Services Sector within Corporate Finance. Raja focuses on various aspects of deal making starting from deal origination and ideation, preliminary deal analysis, due diligence (financial and commercial), valuation, deal negotiation and advise on deal agreements. He also advises clients on post deal integration matters and ideation of exits for Private Equity Funds. Raja has advised and led more than 240+ deals over the past decade of transaction advisory experience and has worked with corporates (India and multinational) as well as leading Private Equity Funds.

Raja spent close to 14 years in one of the large accounting and advisory firms and had co-founded the transaction advisory practice.

Hemal Mehta

Partner, M&A Tax,
Deloitte India

Hemal is a Partner in the Tax practice, based in Mumbai, with over 21 years of experience.

Hemal has led and managed projects across various sectors such as Investment Management, Real Estate, Private Equity and Industrial Products & Services. He has worked extensively on the structuring offshore Private Equity Funds and on India based venture capital funds. He has also worked on Mergers & Acquisitions and structuring joint ventures of foreign investors.

He has advised clients on internal restructurings and re-organisations. He leads the Real Estate and Infrastructure Tax Practice in India.

He has authored many articles related to Private Equity, Real Estate and Infrastructure. Hemal is a regular speaker at various seminars and conferences on tax related topics.

He is a Chartered Accountant from the Institute of Chartered Accountants of India and a Commerce graduate from Mumbai University.

Karan Kalra

Senior Member,
Nishith Desai Associates

Karan is a leader in the M&A and Private Equity practices at Nishith Desai Associates. He also heads the firm’s banking and financial services industry. Karan focuses largely on domestic and cross border M&As, JVs, private equity transactions and structured finance along with providing regulatory and general corporate advice across sectors.

Prior to joining Nishith Desai Associates, Karan has experience working with one of the largest private banks in India. Karan completed his LL.B. from Symbiosis Law School, Pune and has also pursued a masters from Northwestern University – Pritzer School of Law and Kellogg School of Management. He is eligible to practice law both in India and New York, USA. Karan has been credited for his work in IFLR 1000, Legal 500 and the Financial Times - RSG Consulting Survey.

Roshan Thomas

Partner,
Shardul Amarchand Mangaldas

Roshan Thomas is a Partner at Shardul Amarchand Mangaldas and specializes in Venture Capital, Private Equity, Mergers & Acquisitions, Joint Ventures and General Corporate Advisory.

Roshan has over 16 years of experience, inter-alia, in advising reputed multi-national corporations, venture capital and private equity funds in connection with their Indian investments and corporate governance. He has a strong reputation for providing clients with business-centric legal advice on fund formation, investments, divestitures, joint ventures, strategic alliances, cross-border and domestic M&A for both listed and unlisted companies.

Roshan’s sectoral expertise spans across businesses such as infrastructure, logistics, IT & ITES, financial services & technology, food & agriculture, healthcare, education, media, manufacturing, trading, construction & development, and professional services.

Roshan has significant experience in structuring investments and liaising with key Indian regulators, including the Ministry of Finance, the Reserve Bank of India, the Securities and Exchange Board of India, stock exchanges, and Registrar of Companies on behalf of his clients.

Pankaj Chopda

Director,
Grant Thornton India LLP

As an Associate Director in Transaction Advisory Service Pankaj advises and leads financial due diligence transactions.  A Chartered Accountant (2003), Pankaj received his Business Management Bachelor’s degree from Sri Bhagwan Mahaveer Jain College affiliated to the Bangalore University, India. He is an associate member of the Institute of Chartered Accountant of India.

Pankaj has over 10 years’ experience as a Chartered Accountant. His strong technical knowledge and solution driven advisory capability is attributed to 6 years audit experience in Ernst and Young and Transaction Advisory experience in over 80 transactions since 2006 with Grant Thornton India.

Pankaj's advisory role includes leading financial due diligence for domestic, cross border and private equity transactions, preparation and review of business plans and post transaction support to facilitate integration and transition. His sector experience includes manufacturing, healthcare, logistics, agriculture and power and infrastructure. Key corporate and private equity clientele advised by Pankaj include GMR Group, Eveready Industries, S Kumars, Batliboi Group, IEP, Reliance Capital, Sequoia, West Bridge, Ashmore and Aquarius.

Kalpesh Maroo

Partner, M&A Tax,
Deloitte India

Kalpesh Maroo has over 15 years of experience in advising multinational companies and Indian business houses on a range of tax and regulatory issues such as entry strategy, business reorganization, divestiture, mergers and acquisitions.

He has specific expertise in the real estate, IT, and PE sectors, where he has worked with leading multinational corporations, PE funds, and Indian players on a diverse range of corporate, international, and M&A tax related issues.

He presently serves as a member of the Finance and Corporate Affairs Committee of the Bangalore Chamber of Industry and Commerce.

Kalpesh is a graduate in Commerce from the University of Bangalore and qualified as a Chartered Accountant in 2001.

Karan Kalra

Senior Member,
Nishith Desai Associates

Karan is a leader in the M&A and Private Equity practices at Nishith Desai Associates. He also heads the firm’s banking and financial services industry. Karan focuses largely on domestic and cross border M&As, JVs, private equity transactions and structured finance along with providing regulatory and general corporate advice across sectors.

Prior to joining Nishith Desai Associates, Karan has experience working with one of the largest private banks in India. Karan completed his LL.B. from Symbiosis Law School, Pune and has also pursued a masters from Northwestern University – Pritzer School of Law and Kellogg School of Management. He is eligible to practice law both in India and New York, USA. Karan has been credited for his work in IFLR 1000, Legal 500 and the Financial Times - RSG Consulting Survey.

Combo Offer

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